US stock plans for UK employees

2 December 2014 | Alasdair Friend

Many US companies that operate their ESPP and stock option plans globally will choose to roll out the same plan in each jurisdiction, making changes only where required under local laws.  However, recent changes in the law relating to tax approved plans in the UK may cause companies to reconsider this approach with respect to their UK employees.  If a tax approved plan can be operated in the UK, there are clear and significant benefits for both the employees and employer.



The tax approved plan regime in the UK does not provide for an exact replica of an ESPP, but there are features of both the SAYE plan and Share Incentive Plan (SIP) that are similar.  Both the SAYE and SIP are ‘all-employee’ plans, though companies can impose a qualifying period of service.

Key features of SAYE

  • Monthly savings of up to £500 through payroll deductions
  • Three or five year savings period
  • Exercise price at a discount of up to 20% of market value at grant
  • Exercise generally free of income tax and social security

Key features of SIP

  • Monthly or one-off pre-tax payroll deductions
  • Companies can accumulate deductions over a purchase period of up to one year.
  • Companies can also offer matching shares to replicate a discount
  • Limit on share purchase of £1,800 per year (with a limit on matching shares of 2:1)
  • Shares can be free of income tax, social security and capital gains tax if they are held in the plan for at least five years

A US company could choose either an SAYE or SIP to replicate some of the benefits of its ESPP.  An SAYE plan may be more suited for a company that has a longer purchase period under its ESPP, whereas a SIP may be used if share purchases occur more regularly.

Administration challenges

The key challenges for US companies operating an SAYE plan or a SIP will be the administration involved.  Savings under an SAYE will need to be held in a UK bank account, and shares purchased under a SIP need to be held in a UK resident trust.  The level of administration involved in operating a SIP is one of the reasons why the SAYE is more popular amongst UK listed companies.



The CSOP is a tax efficient option plan that can be operated on a discretionary basis, and therefore there are many similarities with ISOs.  A US company intending to grant options to UK employees under a CSOP should have to make relatively few changes to the option terms or the way it operates the plan.  The key features of a CSOP are:

  • Exercise price must not be less than market value at grant
  • Limit of £30,000 on the value of shares under options granted to any one employee
  • Exercise is free of income tax and social security if more than three years after grant
  • Corporate tax deduction may be available for the employing company on the option spread at exercise

It is also now much simpler to put in place a CSOP as it is no longer necessary to obtain specific approval from the UK tax authorities.  However, a CSOP still needs to comply with the various statutory requirements.


Content is for general information purposes only. The information provided is not intended to be comprehensive and it does not constitute or contain legal or other advice. If you require assistance in relation to any issue please seek specific advice relevant to your particular circumstances. In particular, no responsibility shall be accepted by the authors or by Abbiss Cadres LLP for any losses occasioned by reliance on any content appearing on or accessible from this article. For further legal information click here.

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