ERSM100430 - University Spin-outs

Other definitions

Transfer

Per ITEPA03/S456 (3), “transfer” includes other forms of passing on IP besides outright sale, e.g. licensing.

Share

Per ITEPA03/S460 (1), “share” has its ordinary meaning. This is a share, in a defined proportion, in the capital of a company which gives the shareholder certain rights, for example the right to participate in profits and to vote at meetings of the company. Shares include stocks. A share also includes an interest in shares.

Employment-related securities

“Employment-related securities” are, broadly, shares or other securities acquired or increased by reason of an employment - see ITEPA03/S421B (8). Under ITEPA03/S421B (3) securities are regarded as available by reason of an employment unless the person by whom the right, etc., was made available is an individual and it was made available in the normal course of domestic, family and personal relationships. The person acquiring the securities does not have to be the same as the person holding the employment.

Market value

Per ITEPA03/S460 (2), “market value” has the same meaning as it has for most Income Tax and CGT purposes, namely, the price which an asset might reasonably be expected to fetch on a sale in the open market (Part VIII of the Taxation of Chargeable Gains Act 1992).

The spin-out legislation uses the expression “market value” as a measure of value whereas other legislation that taxes non-cash employment income (section 62 of ITEPA) uses “money’s worth". There is a difference between the two valuation standards but in practice it is unlikely to have a significant effect in the vast majority of cases for Chapter 4A. HMRC is likely to conclude in actual valuations that the price is the same under both tests. If a significant difference does arise in a particular case, HMRC would need to consider whether an attempt has been made to exploit that difference.