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If your company has issued shares or securities, granted share options, or made any changes to employee shareholdings or share options during the 2025/26 tax year, you may be required to submit an online return to HM Revenue & Customs by 6 July 2026.

Please note that for the purposes of the ERS legislation, directors are treated as employees and so are included in this requirement.

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What is reportable?

A return is only required to be submitted if a company is the subject of a “reportable event” in relation to employment-related securities within the tax year ended 5 April 2026 or, where there are no reportable events, a scheme has previously been registered with HMRC.

A reportable event includes (but is not limited to) the acquisition (or disposal at greater than market value), by an employee / officer, of employment-related securities.

Common scenarios where reportable events can arise are:

• Share for share exchanges
• Group reorganisations
• Creation of growth shares
• Implementation or operation of share schemes
• Transfers or gifts of shares between employees/directors

In order to file a return with HMRC, an ERS scheme must be registered with HMRC. There is an annual requirement to file a return by the 6 July following the end of the tax year until the scheme is closed.

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Penalties

HMRC can charge penalties if this requirement is overlooked or the return is filed late.

HMRC apply the following penalties if you do not submit your return by 6 July:

• £100 immediately after 6 July
• £300 penalty after 3 months
• £300 penalty after 6 months
• £10 per day (uncapped) after 9 months

These penalties apply per scheme and can escalate quickly.

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‍How We Can Help

We recommend reviewing your position well before the 6 July deadline.

If you would like specific advice or our assistance, please speak to a member of the tax team on 01942 241103 to discuss. 

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