Schedule 4 Company Share Option Plan (CSOP): General requirements: Blue pencil provisions
Paragraph 6 sets out the individual option limit, currently £30,000. This is not an annual limit but a limit on all Schedule 4 CSOP options held at any particular time. Any option granted in excess of this limit is wholly non-tax advantaged as it is not possible to split an option so that just the excess over £30,000 is treated as non-tax advantaged. There is nothing to stop a company granting more than one option on the same day so that this limit is not exceeded e.g. Option A, with a value of £30,000 granted under the Schedule 4 CSOP Plan and Option B granted with a value of £50,000 under a non tax advantaged Plan or arrangements. Provided that the option certificates indicate clearly under which plan the options are granted, HMRC would accept that the £30,000 limit has not been exceeded.
If a company is concerned that the individual limit could be exceeded in error, the scheme rules may contain a limiting provision, usually referred to as a “blue pencil” provision. The view of HMRC is that an option cannot be granted under a Schedule 4 CSOP scheme in excess of the statutory limit and the “blue pencil provision” is sufficient to prevent such an occurrence, provided that the limiting provision in the rules is applied by the company when the option has been granted. If the “blue pencil” provision is not applied on grant, the whole of the option or that option which causes the limit to be exceeded is non tax advantaged. It is a matter between the company and the option holder whether the option is valid or void in its entirety. It follows that if the option is accepted as being valid any subsequent gain on exercise will be liable to income tax and PAYE/NIC applied if the shares which are acquired are Readily Convertible Assets.