ETASSUM41120 - Schedule 4 Company Share Option Plan (CSOP): General requirements: Establishing a scheme

The scheme

A Schedule 4 CSOP scheme consists of any of the below that are relevant to meeting the requirements of Parts 2-6 of Schedule 4 of ITEPA: -

  1. The Schedule 4 CSOP scheme/plan rules. Where there is a wider non-Schedule 4 CSOP main plan with a Schedule 4 CSOP sub-plan or schedule(s), the plan to which the legislation refers is the Schedule 4 CSOP sub-plan;
  2. The ancillary documents to be used in operating the scheme, i.e. share option application form, invitation letter, deed of grant of options (agreement to grant options for non-UK companies), option certificate and notice of exercise;
  3. The company resolution establishing the scheme and any resolution amending it;
  4. The company바카라 사이트檚 Articles of Association;
  5. The option/shareholder agreement and any schedule of performance conditions;
  6. Any side agreement or other documents whatsoever that cover arrangements made between the scheme operators and the scheme participants.

See ETASSUM46140 바카라 사이트� Alterations.

The scheme organiser

Paragraph 2(2) refers to the 바카라 사이트榮cheme organiser바카라 사이트� as the company which established the scheme. This does not mean that this company must grant the options.

Although options may be granted other than by the company which established the scheme, they must be granted under the scheme established by that company (and not by a private arrangement i.e. by a trustee). The decisions on who should be granted options should also be taken by the company which established the scheme.

Group schemes

Schemes can be extended to include any or all subsidiary companies of which the company which established the scheme has control. These are known as 바카라 사이트榞roup schemes바카라 사이트�. The scheme organiser and any nominated subsidiaries are referred to as 바카라 사이트榗onstituent companies바카라 사이트� (paragraph 3(3)).

Details of the constituent companies should be notified in the CSOP annual return (refer to ETASSUM41130). A company바카라 사이트檚 introduction as a constituent company in a group scheme cannot be backdated to a date before it was formally admitted.

A scheme which is established by a company which is itself a subsidiary company, cannot include as constituent companies its own parent company or fellow subsidiaries.

바카라 사이트楥ontrol바카라 사이트� has the meaning given in Section 719 ITEPA and will normally include companies in which the grantor owns more than 50% of the shares. Section 1159 of the Companies Act 2006 contains an acceptable definition of 바카라 사이트渟ubsidiary company바카라 사이트� and many schemes refer to Section 1159 to determine which companies can be constituent companies.