Growth shares – share schemes

Growth shares are a particularly good share incentive for non‑employees. In contrast to share options (EMI or unapproved), growth shares allow employees (and other recipients) to become shareholders immediately. This type of share can be incredibly flexible - it does not have to meet any statutory requirements or limits and ‘conditionality’ can be applied to protect the business.

Team sharing equity Team sharing equity

Why do businesses give growth shares?

  • Attract and retain the best people even if not employees
  • Align interests by giving recipients a sense of ownership
  • Reward contributions with equity rather than/or as well as cash
  • Enables everyone who helps you grow the business to share in its success

What is a growth share scheme?

Growth shares are issued at a ‘hurdle rate’ and provide employees, contractors, advisors and consultants with a share in the capital growth of the business from the point at which they are issued.

For example, if they are issued at a ‘hurdle’ of £1 per share, they will only share in any eventual net sale proceeds that are over and above £1 per share. As such, existing shareholders are only value diluted for growth from that point, rather than the existing worth of the company.

Recipients of growth shares don’t have to pay income tax on exercise, only capital gains tax on sale. This scheme can be complex to create if done manually but is incredibly simple using Vestd.

What are the main advantages?

  • By using growth shares you can limit the risk of the recipient having to pay Income Tax on receipt of the shares
  • Growth shares are designed so that recipients only share in the capital growth of the business from the point that the shares were issued
  • Minimises dilution on existing shareholders
  • You can set conditions for recipients, such as achieving milestones, or staying with the company for an agreed period of me, so long as your Articles of Association have been drafted to enable this
  • Shares are issued immediately
  • A great alternative to EMI options for businesses that are not likely to sell in the short term

What are the main disadvantages?

  • Unless the shareholding exceeds 5% at the point of exit, there is no Entrepreneurs’ Relief, so the normal rate of Capital Gains Tax will apply once they have been cashed in
  • The value of the growth shares cannot be agreed in advance with HMRC

What are the qualifying criteria and limits?

For the business or recipient

  • There are no restrictions with growth shares

For the shares

  • The shares are a new and specific class of share
  • They can be voting or non-voting

Tax comparison

We’ve outlined a full tax comparison chart in our free share scheme guide. Take a look.

Common questions

We often get questions whilst helping customers set up their growth share schemes. Here are the most common, which might clear a few things up while you explore your options. If you need further explanation or have additional questions we’d love to help. Speak to one of our specialists for free...

What happens if you give a team member shares and they leave or don't meet expectations?

If the share award is still within its ‘conditional period’ then the shares can easily be fully or partially cancelled. It’s important to set this period to be sufficient to judge if the person has met expectation. Once the shares are ‘unconditional’ the recipient is the full owner of those shares (whether they stay with the business or leave) and you will not be able to cancel the award.

How does tax work with growth shares?

On sale, growth shares are taxed as a capital gain, so normally around 20%. In contrast, unapproved options normally attract a marginal tax rate of 40%, if exercised at exit, as they are then treated as income.

Can growth shares have a vesting schedule?

Yes, you can set a vesting schedule in a similar way to options. However, the ‘vesting’ is essentially the removal of the conditionality from a proportion of the total shares at specific dates.

Are my current articles of association compatible?

Usually, we find that some additional elements need to be made to a company’s existing articles to ensure there are sufficient protections for the business to ensure dilution and exits are handled correctly. If you don’t have these provisions you can use the Vestd articles for free. These articles have been carefully configured by our legal partners, CMS, to ensure that they future proof the company (to the extent possible) to how it might develop, be invested in, and eventually make a sale.

Should there be any conditionality or performance criteria for vesting?

Each growth share award can include a unique and specific set of qualifying criteria. This could be as simple as ‘turn up each day’ or more specific and linked to key project milestone or helping the business meet specific targets. What’s most important is that the criteria is clear and not subjective.

Are growth shares definitely right for me given my specific situation?

Depending on your situation you might also want to consider EMI options or unapproved options. Speak to one of our specialists (for free) to better understand what might be best for your situation.

Do I need a valuation to issue growth shares?

Yes, all growth shares are issued at a hurdle rate. This is typically the company’s value today. Unlike EMI, this value can not be pre-approved with HMRC. However, an independent professional valuation (by your accountant) will usually provide a good degree of comfort.

In some cases, depending on the nature of the company, a premium of 20-40% may be applied to the market value to reflect any “hope value” of the shares, and thus further mitigate any risk of HMRC deciding at some point in the future that these shares had been undervalued at issue. In a worst case scenario, if they so decided, they would charge income tax on any differential between the hurdle and their determined market price at the time.

Who does my valuation and how much does it costs?

Typically your accountant is best placed to produce this.

Got more questions?

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Vestd is the UK’s first share scheme management platform for SMEs.
It is the easiest, simplest and most cost effective way to create an growth share scheme for your business.

Jim Jensen from Propellernet

It was a combination of extremely knowledgeable support and really simple and intuitive technology. You’ve massively simplified the whole share scheme process for everyone involved.

Why use Vestd?

  • You can easily set up a growth share scheme for a fraction of the cost typically charged by lawyers and accountants, spread over time.
  • Free guidance and support to help you understand all the options.
  • Issuing shares and granting options is easier than doing your payroll.
  • You can set conditions for your team that must be met for them to receive their shares.
  • Our web interface is simpler to use than online banking.
  • All agreements are automated and digitally signed off by shareholders and stored with instant access, so no paperwork.
  • Maximise your tax efficiency and ensure you stay legally compliant.
  • Manage every transaction in one place, including ordinary share movements.
  • Shareholders can view their shares and documents online.

Launching a share scheme doesn’t have to be a headache...

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Simple, fast and trustworthy

Our platform is the easiest and fastest way to create and manage your growth share scheme.

We help businesses to become legally compliant and able to issue shares within a week, and will show you how to minimise the tax liability for everyone involved.

Seriously cost effective

Vestd allows companies to distribute shares without having to pay the vast set up and management fees typically charged by lawyers and accountants.

Vestd charges just £100 a month for businesses with up to 25 employees.

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Vestd makes the world of options simple. It’s a one stop shop for anyone looking to bring other people into their project.

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The combination of smart online tools and outstanding personal support. This platform makes something which should be relatively simple come back to being simple.

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My experience with Vestd has been really fantastic. They have an amazing digital experience but have also added great "human" customer service to guide you through the process.

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