Offer shares, options or other securities to your employees or directors?

What you need to do

To make reports, a plan must first be registered with HMRC. Registration of a ‘plan’ is needed even for a one-off award. Self-certification of compliance with the relevant statutory code will be required at this stage for certain tax-advantaged plans.

The deadline for plan registration and filing is 6 July 2026. This covers all employment-related securities (ERS) events in the tax year 6 April 2025 to 5 April 2026.

Failure to register a tax-advantaged plan established in the 2025/26 tax year by the 6 July deadline may result in loss of tax-advantaged status.

Reportable events and transactions include (but are not limited to):

• acquisitions of shares in your company or group
• option grants and exercises
• cancellation or lapse of an option in exchange for consideration (i.e. payment or other value)
• changes to restrictions on securities
• sales of shares at more than market value (e.g. a buyback at a premium)
• transactions in loan stock, debentures or restricted stock units
• transactions involving interests in partnerships (LPs/LLPs).

Typical share plans include the following, although reporting obligations can apply even where there is no formal share plan:

• Enterprise Management Incentive (EMI) plans – there are separate notification requirements in relation to the grant of EMI options. 
• Company Share Option Plans (CSOP)
• Save As You Earn (SAYE) plans
• Share Incentive Plans (SIP)
• Non-tax-advantaged plans (also known as ‘unapproved’ or ‘other’ plans – this covers share-related arrangements that do not qualify for tax-advantaged treatment)
• Overseas plans which have UK participants.

If you have an active plan from the prior year against which to file your report, you do not need to register a new plan but must make a return against that plan by the 6 July deadline. If there have been no events in the year, but the plan is registered with HMRC, you must make a ‘nil return’.

Self-certification

Self-certification that the plan meets the requirements of the relevant legislation is required in relation to CSOP, SAYE and SIP. This declaration is made when the plan is registered. Further declarations (made through the annual return) may be required to confirm that the plan remains compliant following any alterations to key features.

It is typically the company secretary’s (or a director’s) responsibility to ensure that relevant ERS schemes have been self-certified.

For EMI schemes, a declaration that the options granted meet the requirements of the relevant legislation must be made at the point those grants are registered. This declaration may be made by a director or the company secretary.

Globally mobile employees

The reporting and taxation of equity is particularly complex when it comes to globally mobile employees. This can include UK employees in UK plans who spend time working outside the UK. It can also include participants in non-UK equity reward plans who work in the UK, whether for a UK employer or on an overseas secondment.

ERS events relating to non-UK participants or UK participants in overseas plans may also need to be reported to HMRC by 6 July 2026 if an employee worked in the UK during the earning period.

Registering a share plan – process and lead times

To file ERS returns, the relevant plan must be registered with HMRC first. Only the company can register a plan; ERS agents can only view registered plans and file returns on the company’s behalf. The company will need its own access to HMRC Online Services and PAYE for Employers. If you rely on a payroll agent, you may not have the company access set up and may need to register separately.

In practical terms, allow time for a few pinch points. Getting HMRC Online Services/PAYE for Employers access can take around 7–10 working days (and potentially longer if the company is registered outside the UK). HMRC will post login details to the company’s recorded correspondence address, so it is important to check that this is correct before applying.

Once access is in place, you register each plan through PAYE for Employers, and HMRC will then issue a unique plan reference number (which you’ll need before you can submit the return). This can take up to 48 hours.

If you would like an agent to file on your behalf, the authorisation process can take up to two weeks, and longer if the post is delayed or the code expires and must be reissued.

If you need to register a scheme and provide agent authority, it’s sensible to allow at least four weeks end-to-end and start early to reduce the risk of missing the 6 July 2026 deadline. Unforeseen delays may occur in determining which events are reportable, obtaining the required information, gaining access to HMRC Online Services and registering schemes with HMRC; these could lead to late penalties being issued.

Penalties

Late ERS filings will trigger automatic penalties.

If a return is filed after the 6 July deadline, HMRC will issue a late filing penalty of £100 on 7 July 2026.

Additional late filing penalties will be charged if the return remains outstanding as follows:

• three months after the filing deadline: £300
• six months after the filing deadline: an additional £300
• nine months after the filing deadline: further daily penalties of £10 may be charged until the return is filed.

As well as late filing penalties, HMRC may also issue a penalty of up to £5,000 if a return contains a material inaccuracy that was careless or deliberate. The same penalty can apply if a return is not corrected once the company becomes aware it is incorrect.

Once a plan is registered, HMRC requires an annual return until the plan is formally closed. If no reportable events have occurred during the tax year, a nil return must still be filed.

All information reported on the ERS return should be accurate, as HMRC may cross-reference the data with other information they hold, such as corporate tax returns, payroll submissions and individual self-assessments, to check for inconsistencies.

Looking ahead

While not affecting 2025/26 filings, companies operating EMI plans should note upcoming changes to notification requirements from April 2027. For options granted on or after 6 April 2027, companies will no longer be required to submit a separate notification when granting EMI options. Instead, the information relating to the grant of options will need to be included in the EMI end-of-year returns from 6 April 2028. Any new EMI scheme will also need to be registered, and a declaration made to confirm the scheme meets the relevant conditions before submitting an end-of-year return.

Next steps

1. Identify what needs reporting: Confirm whether you’ve introduced any UK ERS schemes in the period 6 April 2025 to 5 April 2026, and whether any non UK schemes have UK participants.
2. Register any new scheme(s) online: Register any new UK schemes — and any non-UK schemes with UK participants — via HMRC Online Services (PAYE for Employers).
3. File the annual ERS return online (including nil returns) — by 6 July 2026: Submit the annual ERS return for each registered scheme, even if no events occurred (nil return), ensuring everything is filed by 6 July 2026 to avoid penalties.

How Crowe can help

Our Workforce Advisory team can assist with any aspect of the ERS reporting process, from identifying which events need to be reported, through to registering schemes, preparing and filing annual returns with HMRC, and resolving any historic reporting gaps. We can also help with the more complex aspects of reporting, including globally mobile employees and non-UK plans with UK participants. If you are unsure whether you have a reporting obligation or need help meeting the 6 July deadline, we are here to help.

For further information on anything covered in this article, please contact your usual Crowe contact.