Equity Remuneration Incentive Scheme (Start-Ups) - IRAS
Equity Remuneration Incentive Scheme (Start-Ups) - IRAS
Equity Remuneration Incentive Scheme (Start-Ups) - IRAS
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the SGX rules on ESOPs provide that the market value is the average market price<br />
prevailing during the price fixing period immediately before the options are granted.<br />
The price fixing period is explicitly defined for each stock option scheme in the<br />
company circular to the shareholders, which informs them of the proposed motion to<br />
approve the stock option scheme. The computation of the average market price is<br />
decided by the company and is also stated in the same circular. Consequently, in<br />
the case of an SGX listed company, if the exercise price were fixed at or exceeds the<br />
average market price prevailing during the price fixing period, a one-year vesting<br />
period would apply for the purposes of the ERIS (<strong>Start</strong>-<strong>Ups</strong>) Plan. If, however, it were<br />
fixed at a discount to the average market price, the vesting period would be two<br />
years for the purposes of the ERIS (<strong>Start</strong>-<strong>Ups</strong>) Plan.<br />
12. An ESOW plan must meet the minimum holding period 6 before it can qualify<br />
as ERIS (<strong>Start</strong>-<strong>Ups</strong>) Plan. The minimum holding period is as follows:<br />
(a) where the price payable by an employee to acquire a share is equivalent<br />
to or exceeds the market value of the shares at the time of the grant of the<br />
share under the ESOW plan, a moratorium of at least ½ a year must be<br />
imposed i.e. the share so acquired cannot be disposed of by that<br />
employee within ½ year from the date of grant.<br />
(b) where the price payable by an employee to acquire a share is at a<br />
discount to the market value of the share at the time of the grant of the<br />
share under the ESOW plan, a moratorium of at least 1 year must be<br />
imposed i.e. the share so acquired cannot be disposed of by that<br />
employee within 1 year from the date of grant.<br />
13. Companies do not have to apply for approval from Comptroller of Income Tax<br />
(referred hereafter as “the Comptroller”) to have their ESOP or ESOW plans<br />
considered as ERIS (<strong>Start</strong>-<strong>Ups</strong>) Plans. However, companies that wish to operate<br />
ERIS (<strong>Start</strong>-<strong>Ups</strong>) Plans have to keep sufficient documentation to show, when<br />
required by the Comptroller, that their ESOP or ESOW plans satisfy the required<br />
vesting period or minimum holding period as the case may be. In addition, they are<br />
required to comply with the administrative requirements as set out in paragraphs 32<br />
to 36 of this circular.<br />
Qualifying company<br />
14. A qualifying company is any company that grants options under ESOP plans<br />
or shares under ESOW plans operated by the company 7 , to its employees within the<br />
first 3 years of its incorporation. The company must meet the following requirements<br />
at the time of grant of options or shares:<br />
(a) it is a company incorporated in Singapore;<br />
(b) it must carry on business activities in Singapore;<br />
6 Please refer to paragraph 21 of <strong>IRAS</strong>’ Circular dated 27 December 2002) on “Changes to Tax Treatment of Employee Stock<br />
Options and Other Forms of Employee Share Ownership Plans (Revised Edition)”.<br />
7<br />
Under ERIS (<strong>Start</strong>-<strong>Ups</strong>), a parent company which grants stock options under a group ESOP plan or shares under a group<br />
ESOW plan to an employee of another company within its corporate group does not qualify as a qualifying company in relation<br />
to the employee.<br />
5