Revenue made a number of updates to the Share Schemes Tax and Duty Manuals on 31 December 2021. We have summarised the key changes below.

The deadline for the 2021 employer share scheme reporting obligation is 31 March 2022.

Share Scheme Manual Updates

Revenue released a number of updates across the share manuals and most are minor changes such as, updates to examples, adding links to the filing guidelines for share reporting, including details of Covid-19 concessions, and adding references to the United Kingdom where this was provided for in the Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2020.

There are some changes worth noting, such as:

• Chapter 2 – Restricted Stock Units (RSU)
  • Clarification around the employer PRSI exemption for share based remuneration applying where the shares are awarded in the employing company, or in a company controlling the employing company. The guidance also reiterates that the exemption will not apply to cash settled RSUs.
  • Confirmation that the reporting of RSU grant details will remain optional for this year’s return.

• Chapter 9 – Key Employee Engagement Programme (KEEP)
  • The definition of a qualifying option has been amended (including changes to the award criteria) following the signing of the commencement order giving effect to the change from 1 January 2019.

However, the key amendment is under Chapter 8 – Restricted Shares as Revenue have now indicated that employers will be required to operate payroll withholding where additional tax becomes payable on the early release of the shares before the end of a restricted/clog period. This can only occur in certain situations provided for by legislation (e.g. death, sale or change in control, etc.) and to date, Revenue had in practice agreed with the view that the individual must account for any additional tax arising should this occur through self-assessment. This is a significant change for employers.

This new guidance applies for both new and existing restricted share schemes and the change will apply where the lifting of a clog period takes place from February 2022.

Deloitte’s view

It is our view that the legislation does not necessarily support the application of PAYE withholding on the additional taxes arising where a restriction or clog is lifted early. This will also be difficult for employers to administer in practice given the specific circumstances in which a clog can be lifted. We are writing to Revenue to outline the legislative position and that, in our view, PAYE is not applicable. However, Revenue may not change their stated position.

We would suggest that employers who operate restricted share schemes consider existing plan terms and consider whether updated documentation needs to be put in place to address the collection of tax via payroll if required. Our team are happy to discuss this with you and support with any changes required.

Many of the other changes referenced above will have no impact for employers operating share schemes, and the confirmation that employer reporting of the RSU grant information remaining optional on the Form ESA will be welcomed by employers.

As a reminder, the following returns must be submitted by the 31 March 2022 deadline:

Revenue approval of a share scheme may be withdrawn for failure to comply  with the reporting obligations above. Trusts must also file a Form 1 as a declaration of trust income and capital gains.

Companies should consider the share plans in operation and identify the correct return that must be filed with Revenue. If you require assistance in this regard, please reach out to our team.

The returns are available on the Irish Revenue website (www.revenue.ie) and you will find more information around the various plans here.