ETASSUM48230 - Company Share Option Plan (CSOP): Taxation: Tax consequences for the grantor of an option

For options granted on or after 16 March 1993 the consideration received by the grantor for CGT purposes is the actual consideration paid by the option-holder for the grant (Section 149A TCGA 1992). As Schedule 4 CSOP scheme options are normally granted for a nominal £1, or nil if granted under seal or deed, in practice this means that grantors of Schedule 4 CSOP options are unlikely to be faced with CGT liability on granting the options. Section 149A TCGA 1992 applies to all options granted to an individual by reason of his office or employment, and to both the grantor and the person to whom the option is granted.

If a share option is exercised, the capital gains tax charge which may have arisen on its grant is removed. Section 144(3) TCGA 1992 considers the grant and exercise of an option to be one transaction. The CGT consequences of that transaction will depend on its end result:

• if the option exercise is satisfied by the issue of new shares by the company no CGT consequences arise from the transaction - the issue of new shares by a company is not a CGT chargeable occasion;
• if the option exercise is satisfied by the transfer of existing shares (e.g. by the trustees of an employee benefit trust) the transfer of the shares to the option-holder will be a disposal by the trustees for CGT purposes.

If an option is never exercised (it may be assigned, released or simply lapse) any capital gains tax charge on the grantor in respect of the grant of the option (see above) will remain.

Further guidance on the CGT consequences for grantors of options under employee share schemes is at CG56300.