Schedule 4 Company Share Option Plan (CSOP): General requirements: Main requirements & layout of the CSOP guidance
This section explains the layout of the guidance on the Schedule 4 Company Share Option Plan scheme and gives a brief explanation of the main requirements. These schemes were previously known as discretionary share option plans or executive share option schemes until 1996.
A Schedule 4 CSOP scheme is a scheme which:
- is established by a company,
- provides for share options to be granted to employees and directors,
- is not an SAYE option scheme, and
- complies with the requirements of Schedule 4 ITEPA.
The legislation relating to Schedule 4 CSOPs was initially introduced by Finance Act 1984 and is now consolidated in Sections 521-526 and Schedule 4 ITEPA which together with Part 3 Schedule 7D TCGA 1992 form the “CSOP code”.
Under these schemes employees and directors are granted share options which give them rights to acquire shares. If certain conditions are satisfied no liability to income tax arises when the options are exercised. Prior to 6 April 2014, the scheme organiser had to obtain HMRC approval that the scheme met the conditions of Schedule 4 before the company could operate the scheme. From 6 April 2014 ‘approval’ is no longer given. Instead, the scheme organiser is required to notify the scheme, within certain time limits, to HMRC and, to self certify that the scheme meets these conditions and is a Schedule 4 CSOP scheme.
Unlike SAYE option schemes, Schedule 4 CSOP schemes are not required to be open to all employees.
The relevant requirements that a Schedule 4 CSOP scheme must meet are concerned with:
- providing benefits for participants in the form of share options, with no provision for other, or alternative benefits (paragraph 5),
- setting limits on participation by each participant (paragraph 6),
- who can participate in the scheme (paragraphs 7 - 14),
- the nature of the shares over which options can be granted (paragraphs 15 - 20),
- the terms of the options (paragraphs 21A - 25), and
- the possible facility to exchange options on a takeover (paragraphs 26 and 27).
Statutory provisions and requirements
The statutory provisions (all references are to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and requirements relate to:
|### Subject||### Legislation||### ETASSUM References|
|General requirements||Part 2 (Paragraphs 4–6) Schedule 4||40000 - 41230|
|Eligibility of individuals||Part 3 (Paragraphs 7–14) Schedule 4||42000 - 42410|
|Shares to be used||Part 4 (Paragraphs 15–20) Schedule 4||43000 - 43330|
|Requirements of options||Part 5 (Paragraphs 21–25A) Schedule 4||44000 - 44470|
|Exchange of options||Part 6 (Paragraphs 26–27) Schedule 4||45000 - 45260|
|Notification, annual returns & enquiries||Part 7 (Paragraph 28–28K) Schedule 4||46000 - 46170|
|Supplementary & defined terms||Part 8 (Paragraphs 33–37) Schedule 4||47000 - 47270|
|Taxation||Sections 471 - 484, 521 – 526, 700 – 702 ITEPA||48000 - 48280|