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HMRC internal manual

Employment Related Securities Manual

University Spin-outs

Tax avoidance

Per ITEPA03/S451 (2), Chapter 4A will not apply if:

  • the avoidance of tax or NICs is one of the main purposes of the arrangements under which the right or opportunity to acquire shares is made available, or
  • something has been done at or before the date of the IP transfer agreement or any actual transfer which affects the shares as part of a scheme or arrangement to avoid tax or NICs.

Interaction with Chapter 3B

ITEPA03/S455 specifically states that, for the purposes of Chapter 3B (securities with artificially enhanced market value) neither the intellectual property agreement nor any transfer of intellectual property pursuant to it are things done otherwise than for genuine commercial purposes.