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bigduckontax, Accountant
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I work UK company that 's parent company is a US corporation.

Customer Question

I work for a UK company that 's parent company is a US corporation. I have been granted some vested shares and need advice e on the tax and NI handling
Submitted: 2 years ago.
Category: Tax
Expert:  bigduckontax replied 2 years ago.
Hello, I'm Keith and happy to help you with your question.
As it is an US company presumably the scheme is not an approved one? If so there is no income tax chargeable on the grant of such options. However, it isn't quite that simple. Here is Taylor Wessing's advice:
'On exercise of the option, income tax will be charged on the difference between the market value of the shares at the date of exercise of the option and the option exercise price.
For example, if an employee is granted an option over 5,000 shares and the option exercise price is £2 and the option is exercised when the shares have a market value of £5, the taxable option gain will be (£5 x 5,000) - (£2 x 5,000) = £15,000.
Unless withholding obligations apply the income tax is payable by the employee through their self assessment tax return for the relevant tax year.'
NI will be chargeable on the gain. As a rule of thumb this would be at 2% assuming that you already aid the maximum NI.
Finally, as a splendid example of Benjamin Franklin's dictum that in life there are but two certainties, death and taxes, there is Capital Gains Tax (CGT).
Taylor Wessing again [edited]:
'On the sale of shares there will be a charge to CGT (for individuals who are resident or ordinarily resident in the tax year of disposal) on the difference between the price received for the sale of the shares and the aggregate of the market value on the date of exercise of the option.
If an unapproved option is exercised and the shares sold on the same day, there will normally be no capital gains tax to pay.'
Bad news all round, I regret to say.
I do hope I have helped though.
Customer: replied 2 years ago.

Thank you for you quick response. Below is the email I received informing me that the restricted stock I was granted a year ago is now vested. I now have to select choice A or B.

This email addresses the current status of vesting in your restricted stock, as indicated in the table below, issued pursuant to the Amended and Restated Nortek, Inc. 2009 Omnibus Incentive Plan (“the Plan”), and discusses important details including tax consequences and the form of ownership. Specific terms and conditions of your restricted stock are set forth in your Restricted Stock Agreement.


YOUR IMMEDIATE ATTENTION IS REQUIRED FOR AN ELECTION TO BE MADE WITH


REGARD TO THIS VESTED RESTRICTED STOCK.


PLEASE PROVIDE AN “X” ON EACH LINE IN COLUMN (A) OR COLUMN (B) FOR EACH OF THE INDICATED RESTRICTED STOCK TRANCHES THAT ARE VESTING.


AFTER YOU HAVE MARKED EACH LINE WITH AN “X”, PLEASE RETURN THIS TO ME VIA REPLY EMAIL


AS SOON AS POSSIBLE.






































(A)



(B)






RESTRICTED STOCK


GRANT DATE






ORIGINAL RESTRICTED


STOCK GRANTED






2015 RESTRICTED STOCK VESTING DATE






2015 ANNUAL


VESTING OF TIME-BASED STOCK



I ELECT AND AUTHORIZE


NORTEK TO WITHHOLD SHARES


TO SATISFY THE MINIMUM STATUTORY TAX


REQUIREMENTS (FEDERAL,


STATE


AND LOCAL)




I WILL PAY THE COMPANY IN


CASH


TO SATISFY THE MINIMUM


STATUTORY TAX REQUIREMENTS


(FEDERAL, STATE AND LOCAL)



March 5, 2014



313



March 5, 2015



104







I. RESTRICTED STOCK

A. Status of Vesting

Subject to the annual installment vesting provisions of your Restricted Stock Agreement, shares of your restricted stock award indicated above will vest on the anniversary date of grant and will no longer be subject to forfeiture restrictions.

You will receive from the transfer agent an advice representing the number of shares (net of withholding shares, if you so elected) that you hold as unrestricted (i.e., vested) common shares. Additionally, you will receive an advice representing the number of restricted shares you now hold.

For your shares that will become unrestricted, you can either hold such shares directly in your name or transfer ownership of shares to your brokerage account. Please

contact your broker if you desire to move your shares into your brokerage account.

B. Tax Consequences

Assuming that no Internal Revenue Code Section 83(b) election was made at the time of grant, the vesting of the restricted stock is a taxable event to you in 2015

and will be included as 2015 W-2 income. In order for you to receive your vested shares, you must satisfy the minimum statutory amount of federal, state and local

taxes required to be withheld. If you choose to elect per Column A above , the Company will withhold from the number of vested shares the number of shares required to be

withheld to satisfy the minimum statutory federal, state and local tax. The balance of the shares will be issued to you electronically.

If you do not elect to satisfy your minimum statutory withholding requirements with vested shares (Column B above), you must pay the Company the required

amount in cash immediately when the stock vests.

The Company will remit such required withholding amounts to the tax authorities on your behalf.

The income is ordinary taxable income based on the closing price of Nortek stock on the date the restriction lifted times the number of vested shares. However, it is

important that you consult your personal tax advisor.

Your holding period for tax purposes will begin on the date the shares vest.

C. Sale of Stock

Window Period to Sell

Designated Persons only buy or sell stock (for their own or related accounts) during the quarterly “window period”. The “window period” opens beginning after the

second full business day following the release of the Company’s earnings for that quarter and ending on the earlier of (A) twenty seven (27) calendar days later or

(B) five (5) calendar days after the beginning of the following quarter. The period of time where the Trading Window is closed is referred to as the “Blackout Period.”

Shares can only be sold during permitted window periods as specified in the “Nortek’s Policy Prohibiting Insider Trading,” which can be found on the Nortek website.

The following are Designated Persons:

All employees of Nortek, Inc.

All appointed officers of subsidiaries of Nortek, Inc.

Family Members and Controlled Entities of all of the above

Such other employees as may be designated from time to time by the Company’s Legal Department (will be identified and contacted through a separate memorandum)

All Designated Persons must clear purchases or sales in Company Securities with the General Counsel (or his/her designee) before the trade may occur.

Requests for pre-clearance must be made in writing at least two (2) business days before the date of the proposed transaction. The request for pre-clearance must

state the date on which the proposed transaction will occur, and identify the broker-dealer or any other investment professional responsible for executing the trade.

This memo does not provide tax advice. Please consult with your personal tax advisor regarding the tax consequences associated with the vesting of your restricted stock and any

subsequent sales of stock. The tax consequences summarized in this memorandum are general in nature and such consequences may change based on your specific circumstances.

Thank you for your prompt attention, and please contact either me or Kevin Donnelly if you have any questions.

Expert:  bigduckontax replied 2 years ago.
With respect, I think not. Look at the wording 'Internal Revenue Code Section 83(b.' The UK does not have an Internal Revenue service, but the United States indeed does, the IRS. This is an US taxation questionnaire and irrelevant to the UK taxation system..
bigduckontax and other Tax Specialists are ready to help you
Customer: replied 2 years ago.

many thanks for your assistance

Expert:  bigduckontax replied 2 years ago.

Delighted to have been of assistance.

Thank you for your support.

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