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Annual returns

Companies operating any type of share scheme or arrangement involving employment related securities (ERS) are required to make an online annual return by 6 July after the end of the tax year in which the scheme or arrangement was registered, and each tax year during the life of the scheme or arrangement. This includes where the company is making a nil return (see below).

HMRC’s 6 July deadline is a strict one and failure by a company to make the relevant annual return will have serious consequences, including penalties. Late filing of ERS annual returns is commonly raised as an issue in due diligence exercises, which can delay company transactions and reorganisations.

It is therefore essential that companies operating non tax-advantaged share schemes, or arrangements such as making awards of shares or other securities to employees, directors or other office holders, are familiar with and fulfil their compliance obligations. For more information on the requirement