Shares gifted to employee

RCA / CT relief available

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Ltd co is 90% owned by holdco and 10% employee. Holdco (owner of holdco not connected to employee) wants to transfer their 90% shares for nil consideratoin to employee. Share have value so will be taxable on employee. I am just considering whether that is taxed under payroll or tax return for employee. 

My understanding is that ordinarily the shares are gifted in a company which is under the control of another and so as no CT deduction is available, the shares would need to be payrolled as they are effectively RCA's. 

Long shot but the shares are (currently ) in a subsidiary company but after the transfer it will  no longer be, is the legislation looking at the before or after position?  

If payrolled, NI would be due for employee and I assume employer. 

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