Jurisdiction(s):
United Kingdom

Employment-related convertible securities: UK income tax under ITEPA 2003 - acquisition, chargeable events, anti-avoidance, PAYE/NICs, calculations and reporting

Published by a LexisNexis Share Incentives expert

Practice notes

This Practice Note explains the income tax treatment of convertible securities

The meaning of convertible securities is provided in Practice Note: Convertible securities—definition. In broad outline, the regime for convertible securities (or interests in them) as found in Chapter 3, Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) operates by viewing the security itself and the conversion right as two distinct assets. Income tax liabilities may arise:

on acquisition of the convertible securities, calculated by reference to the value of the underlying securities while disregarding the conversion right, and
on a later chargeable event, being:
- conversion of the convertible securities
- disposal of the convertible securities, and/or
- a change in description (as opposed to class) of securities, measured by the gain on the conversion right (but excluding any gain on the underlying securities)

In contrast to restricted securities, the rules do not allow an employer or an employee (or a director) to choose an alternative tax treatment. Therefore, it will often be preferable to structure employment-related securities so that they qualify as restricted securities rather than as convertible securities. Where income tax charges arise in relation to convertible securities for which...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Dan Sharman

Shoosmiths

• Dan specialises in advising on all types of employee incentive arrangements, ranging from share options, share ownership (particularly growth shares), cash-based schemes and employee benefit trusts.• In addition to handling share options work, he also advises clients on all areas of employment tax, including employment related securities, internationally mobile employees and the tax efficient structuring of bonuses and termination payments.• Dan is dual qualified as both a solicitor and a chartered tax adviser....

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...