Sometimes you need to grant options outside the tax-advantaged routes—advisers, contractors, senior hires with special terms. We set up unapproved share options that are clear on vesting, fair on leavers, and sensible on tax and admin.
When to use this
- You want to grant options to people EMI/CSOP can’t cover (contractors, advisers, NEDs, overseas hires).
- Timing or eligibility rules make EMI unrealistic, but you still want equity-linked rewards.
- You’ve promised options informally and need real grants on paper—fast, tidy, defensible.
- A deal is coming and you want the pool and grant list to make sense in diligence.
What’s included
Plan rules and grant mechanics. Vesting cadence that fits your hires; cliffs if you need them; good/bad leaver outcomes you can use on a bad day.
Grant pack. Board/shareholder approvals where needed, option agreements, grant letters and a simple tracker.
Exercise & tax pathway. Clear process notes for exercise, with a short memo on likely income tax/NICs at exercise and CGT on sale later (plain English, no hand-waving).
Articles & cap table alignment. Check exercises work cleanly; update registers when options are exercised.
ERS reporting. Registration if required and annual returns diarised so nothing is missed.
Pricing (fixed fees; bespoke available)
Unapproved options plan + first grants – from £1,350 (ex VAT)
Additional grant round – from £450 (ex VAT)
ERS registration & annual return – from £350 (ex VAT)
Exercise / leaver event pack (per event) – from £450 (ex VAT)
Prefer to roll this into your hiring plans? We’ll scope a bespoke bundle against our standard rates (£275) and convert it to a single fixed fee.
How we deliver
Discovery. Who you’re granting to, why, target dates, and any prior promises.
Design & paperwork. Rules drafted; approvals and grant documents prepared; tracker set up.
Deliver. Grants issued; ERS handled; we stay close for first exercises so tax/admin land cleanly.
Timeline
Inputs this week; first drafts follow quickly. With approvals in hand, initial grants can usually be issued within a few working days. Exercises and leaver events are scheduled and turned around promptly.
Inputs we’ll need
- Current cap table and existing option/grant promises.
- Proposed grantees, vesting ideas, exercise price approach.
- Articles and any investor conditions.
- Finance contact for ERS access and payroll touchpoints.
FAQ
What’s the tax position on unapproved options?
Typically, income tax (and sometimes NICs) arises on exercise on the “spread” (market value minus exercise price). Later, CGT applies on sale of the shares. We’ll map the route and give finance a short, usable memo.
Can we grant to contractors and advisers?
Yes – that’s a common reason to use unapproved options. We’ll set terms that reflect the relationship and explain how tax/withholding may work on exercise.
Why not just use EMI or CSOP?
If you qualify, EMI/CSOP can be more tax-efficient. But where eligibility or timing blocks you, unapproved share option schemes provide flexibility and speed. We’ll sense-check all routes and pick the one that fits your facts – and your timetable.
Understanding Unnaproved Option Schemes
Not every grant fits EMI or CSOP – and that’s fine. Unapproved share option schemes give you room to reward advisers, contractors, overseas hires, or senior joiners when timing is awkward. You lose the tax relief, yes; in return you get speed and control. Call them non-tax-advantaged share schemes if you like – the mechanics are simple and the admin is doable.
How it really runs. We set an exercise price that isn’t guesswork, agree vesting that mirrors contribution, and write leaver outcomes you can use on a bad day. On exercise, there’s usually income tax (and sometimes NICs) on the spread; sale later is CGT country. No fog – finance gets a one-pager that says who pays what, when, and how payroll will handle it.
The paperwork is where most plans wobble. We prep board approvals, issue grant letters, and keep a tracker that someone will actually update (last week’s was Unapproved_Grants_Mar_v4.xlsx). ERS registration goes in; the annual return is diarised for 6 July so it doesn’t sneak up. When an exercise happens, we update the registers and the cap table the same day so Companies House and the minute book tell the same story.
A quick potential scenario. Monday 08:40: scope two grants (a long-standing adviser; a contractor in Lisbon). Wednesday: rules + grant letters out; subject line “Grant pack – two signatures missing”. Friday: signatures back, board signed, ERS queued. Following Tuesday: finance confirms payroll treatment; we file confirmations and close the loop. No theatrics. Just steady movement.
We also draw lines. If a proposal would create tax you can’t fund at exercise, we won’t write a promise you’ll regret. We’ll resize, tweak vesting, or add net-settlement so the maths works.
Whether you call them non tax advantaged share option schemes or company unapproved share option schemes, the aim is the same: clear grants, clean admin, no surprises – and a paper trail you’re happy to show an investor.
