Employee Benefit Trust meaning

FORTHCOMING CHANGE: On 11 March 2024, HM Treasury opened a consultation examining the effectiveness of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692), which impose duties on a range of businesses to identify and prevent money laundering and terrorist financing. The government published its response on 17 July 2025, followed on 2 September 2025 by a draft statutory instrument and an accompanying policy note. The draft SI proposes a de minimis exemption from the requirement to register with the Trust Registration Service where, among other conditions, a trust with no UK tax liability also satisfies all of the following: it holds no interest in UK land; it holds no assets of significant value exceeding £2,000; it has not, since creation, held property with a cumulative value above £10,000; and its income does not exceed £5,000 per annum. This exemption would not be retrospective and would apply solely to new trusts set...

Christopher Purkiss (as liquidator of Ethos Solutions Limited) v Tim Kennedy and others [2025] EWCA Civ 268 Ethos Solutions Limited (the Company) ran a disguised remuneration arrangement under which sums were channelled to an employee benefit trust (EBT) without withholding income tax or NICs. The EBT’s trustee allocated funds into sub-trusts for the respondents and, when asked, advanced the amounts to them as discretionary loans. On 4 December 2012, HMRC issued determinations, holding the Company liable for income tax and NICs of c.£2m arising from payments made to the EBT in the 2008‑09 and 2009‑10 tax years. On 18 December 2012, the Company entered creditors’ voluntary liquidation, making no remittances to HMRC and taking no steps to appeal. On 9 January 2013, HMRC lodged a proof of debt totalling c.£2m with respect to those same EBT payments, as claimed therein...

In this issue: Budgets, Autumn Statements and Finance Bills Employee benefit trusts Useful information Dates for your diary Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Budget date confirmed for 26 November 2025 Rachel Reeves, the Chancellor of the Exchequer, has announced that the Budget will be held on Wednesday 26 November 2025. For details, see House of Commons Written Statement HCWS902. 3 September 2025 Employee benefit trusts HM Treasury publishes policy note and draft regulations on reforming the Money Laundering regime HM Treasury (HMT) has issued a policy note outlining proposed changes to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017), SI 2017/692, alongside the draft Money Laundering and Terrorist Financing (Amendment and Miscellaneous Provision) Regulations 2025. The proposals set out targeted updates to the MLRs 2017, SI 2017/692 across several areas, aiming to plug regulatory gaps, respond to emerging risks,...

Purkiss (as liquidator of Ethos Solutions Ltd) v Kennedy and others [2024] EWHC 1081 (Ch) What are the practical implications of this case? This judgment clarifies the scope of IA 1986, s 423 and confirms that tax avoidance, standing alone, is not an unlawful purpose. The respondents received monies they should not have obtained by joining a failed tax avoidance arrangement; yet, without additional evidence, IA 1986, s 423 was not the appropriate avenue to recover those sums What was the background? The Company was an umbrella enterprise established in 2008 that promoted and operated a tax avoidance scheme (the Scheme) intended to enable self‑employed participants to avoid paying income tax and national insurance contributions (NICs) on their earnings. Under the Scheme, individuals who had supplied services to an end user as consultants or independent contractors became employees of the Company and then delivered their services to the end user through the Company. Most of their remuneration was routed by the Company to an offshore employee...

The need to value employee shares When contemplating offering shares to employees, whether directly and/or via a share plan, employer companies and existing shareholders must reflect on what the shares are worth for several reasons, including: determining how many shares are needed to meet their objectives (valuing existing shares can indicate a need to sub-divide current shares and/or establish a new class) assessing the tax that may arise on acquisition and on any later chargeable events (for example, for PAYE purposes and/or to enable an employee and the company to decide whether to make an election in relation to restricted shares), particularly in respect of: convertible securities restricted securities securities with artificially depressed or enhanced market values securities acquired for less than market value, and securities disposed of for more than market value providing information to an employee acquiring restricted shares and to the employing company that is considering entering...

FORTHCOMING CHANGE: After the 2020 call for evidence, the 2021 outcome, scrutiny by the relevant HMRC and industry working group, and a 2023 consultation, the government stated in its consultation outcome on 28 April 2025 that, from 2027, it plans to replace stamp duty and SDRT with a single self-assessed stamp tax on securities, broadly in line with the 2023 consultation proposals. As further confirmed in Budget 2025 on 26 November 2025, this unified tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) via a new online portal. For more information, see News Analyses: Tax update spring 2025—Stamp taxes on shares modernisation Tax update spring 2025—Tax analysis—Stamp and transfer taxes TAMD 2023—Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes Budget 2025—Tax analysis Significance of the target company's share incentive arrangements in the event of a transaction A prospective buyer will usually aim...

When a company launches a new plan, it will typically decide to settle awards by either: issuing fresh shares, or using existing shares bought on the market, commonly via an employee benefit trust (EBT) that purchases shares in the market or from individual shareholders to satisfy awards granted under the company’s share plans This practice note examines share hedging in the context of an employee share plan and outlines the key points to address to manage potential costs and the financial risks associated with share hedging. In essence, a company must balance: the need to acquire enough (but ideally not excess) shares ahead of option exercises/acquisition of shares by employees, and the need to contain costs by buying when the share price is low Why do companies use EBTs to share hedge? Companies operating share plans (for example through the grant of options or conditional share awards and/or direct share acquisitions) often need to...

[ insert full name of Trustee ] serving as trustee for the [ insert full name of the employee benefit trust ] [ insert full address of trustees ] [ insert date of letter ] Dear Trustee(s) [ insert name of the employee benefit trust ] ( EBT ) We write to you in your role as trustee of the EBT ( Trustee )...

This Deed is made on [ insert date ] BY [ insert full name of Trustee ], incorporated and registered in [ insert country in which the trustee is incorporated ] under company number [ insert company registered number ], whose registered office is at [ insert address of registered office ], acting in its capacity as sole trustee of the [ insert name of the EBT ] Employee Benefit Trust (the Trustee). Background Under a trust deed dated [ insert date of EBT trust deed ] (the Trust Deed), [ insert full name of company ], incorporated and registered in England and Wales with company number [ insert registered number ], whose registered office is at [ insert registered office address ] (the Company), created the [ insert name of EBT ] Employee Benefit Trust (the EBT). The Company is discussing with [ insert name of potential buyer ] (the Buyer) the proposed disposal of all of the issued share capital (the Shares) of...

This DEED is entered into on [ insert date on which this deed is executed by all parties ] Parties [ Insert name of Company ] whose registered office is at [ insert address of registered office ] and whose registered number is [ insert registered number of Company ] (the Company); and [ Insert name of Trustee ] whose registered address is at [ insert address ] [ and whose registered company number is [ insert registered company number of Trustee ] ] (the Original Trustee). Background The Company intends to establish a trust to be known as the [ insert name of EBT ] with the objective of encouraging, motivating and retaining Employees within the Group Companies by providing benefits to such Employees and their dependants. The Company has transferred to the Original Trustee the sum of £[ insert initial settlement amount ] as the initial Trust Fund. It is anticipated that the Trustees will...

Termination payments qualifying for £30,000 exemption As set out in Practice Note: Termination payments qualifying for £30,000 exemption, where a compensation payment for loss of office or employment is made in circumstances where it does not fall to be taxed as: earnings within section 62 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) (see Practice Note: Termination payments taxed as earnings) benefits-in-kind (see Practice Note: How employment income is taxed—non-cash earnings or benefits) benefits from an employer-financed retirement benefits scheme employment-related securities (see: Employment-related securities—overview) disguised remuneration, where termination payments or benefits are provided by a third party (such as an employee benefit trust) rather than the employer (see: Disguised remuneration and EBTs—overview) restrictive undertakings (see Practice Note: Taxation of payments for restrictive covenants or undertakings) and for terminations for loss of office since 6 April 2018...