VCM15105 - Investee companies: Limit on number of employees

ITA/S186A; ITA/S297A; FA00/SCH15/PARA22A

There is an upper limit on the number of employees the investee company may have at the time the shares are issued. That number must be less than 50 full-time employees, or their part - time equivalents. If the company is a member of a group, that figure is applied to the group as a whole.

This limit applies:

• for EIS and CVS, to shares issued under the EIS and CVS on or after 19 July 2007 -but excluding shares issued to the managers of an Approved EIS Investment Fund which closed before 19 July 2007, and
• for VCTs, to any investment made by on or after 6 April 2007,but excluding investments made wholly from “protected money”.

“Protected money” is money raised by the VCT before 6 April 2007, or money derived from the investment of such money. The VCT will be able to tell a company in which it is investing whether the investment is of “protected money”. See VCM60620 onwards for more information on protected money.

Who are employees?

Directors are counted as employees for the purpose of this test. But apprentices, students on vocational training, and employees on maternity or paternity leave at the time the shares are issued are not to be counted.

Full-time and part-time employees

The headcount limit is expressed in terms of “full-time equivalent” employees.

HMRC regard a full-time employee as someone whose standard working week (excluding lunch breaks and overtime) is at least 35 hours. Any employee who worked longer than those hours would still only count as one full-time employee.

Where there are part-time employees their full-time equivalence can be calculated on any “just and reasonable” basis. For example, someone working 21 hours a week would be expected to count as 60% of a full-time employee. Someone working “one week on, one week off” would count as 50%, while the proportion of an employee working in term times only would depend on the length of those terms in relation to the year as a whole.

So companies (or groups) could have appreciably more than 50 employees at the time the shares were issued, but, if many of them are part-time, could still come under the limit.

Seasonal employees

The number of employees of some companies (or groups) may vary over the course of a year. In these situations there is no need to calculate some kind of average figure; the test is whether the limit of 50 full-time employees or their equivalents is met on the day the shares are issued.