Welcome to the Share | Updates Summer edition!
Stay on top of the latest developments in employee share plans, including insights on PISCES and other key regulatory and tax changes that could impact your global compliance: Argentina, Belgium, Nigeria, Rwanda, Singapore, Vietnam and UK.
We continue sharing the Periodical Reminders (annual returns, statements, reports, notifications or filings) to expect in the next three months.
Enjoy it!
Recent Changes
Argentina
Social Security Caps
Did you know the social security caps for employees based in Argentina change on a monthly basis? SR is routinely updated to reflect the most recent caps.
Employee Social Security is payable up to a flat rate of 17%, withheld by the Local Company (capped).
The cap is approx ARS 3,440,334.99 per month (for August 2025).
Belgium
Update on the Proposal to Introduce Capital Gains Tax
In March, we informed you that the new federal government had announced a range of future tax reforms, such as a proposal to introduce a new solidarity contribution on capital gains from financial assets, including shares.
On the 30 of June the government reached an agreement on that, but it still needs to go through legislative process and voting is expected to take place in autumn. Until final voting, the information is subject to change.
The CGT rate of 10% is likely to be implemented from 1 January 2026, but the timing is yet to be confirmed.
It will apply to gains in excess of EUR 10,000, or an annual limit of EUR 15,000 for those without capital gains in the previous five years.
Nigeria
Increased Personal Income Tax rate
Under the Tax Reform Bills signed on the 26 June 2025, the maximum rate of PIT increased from 24% to 25%.
Rwanda
Capital Gains Tax to increase to 10%
From 29 May 2025, the CGT rate has increased from 5% to 10% to take effect in the 2025-2026 tax year.
Singapore
New Tax Rules and Moratorium on Shares
Recent guidance from the Inland Revenue Authority of Singapore has suggested that where there is a moratorium (i.e., a restriction that prevents someone from selling or accessing their shares for a period of time) on shares granted under any Awards, then any gain from those shares will only be taxed when the restriction is lifted, not when the person originally receives the shares.
We are further considering with CMS counsel how this will impact taxation of employee share awards in practice and what they are seeing in the market.
Vietnam
New Social Security Law from 1 July 2025
The law has been amended on Social Insurance and is effective from 1 July 2025, however it doesn’t affect the current position for employee share plans.
Unless an ESOP provides monetary compensation or allowances regularly and stably, it will typically not be treated as a salary and therefore not be subject to social insurance contributions. The Vietnam Social Security (VSS) has even proposed clarifying that certain bonuses and allowances should be excluded from contribution bases.
According to Clause 1, Article 31 of Vietnam’s Law on Social Insurance 2024, the salary that is subject to compulsory contributions include only:
- Basic salary,
- Salary allowances; and
- Other additional amounts that are paid regularly and stably in the pay period.
Because one-off equity grants or stock awards are not regular, stable cash payments, they do not fall within the definition of salary subject to social insurance contributions under this Article.
UK
Public Offers and Admissions to Trading Regulations 2024
A new prospectus regime is being introduced in the UK, the new Public Offers and Admissions to Trading Regulations 2024 (POATRs). Whilst introduced in January 2024, further changes are expected during 2025. We are doing some research to see if this may impact anything that SR clients may be directly interested in.
UK – PISCES
Definition, as explained by the CMS Employee Incentives jargon buster:
The Private Intermittent Securities and Capital Exchange System is a new market framework introduced in the UK to enable intermittent secondary market trading in the shares of private companies.
Under PISCES, FCA approved operators can host periodic “trading windows” where existing shareholders, including founders, employees and early stage investors, can buy and/or sell shares in private companies.
PISCES provides a lightly-regulated alternative to private share dealing, offering liquidity without requiring a public listing. For participating companies, this can provide an effective way to improve the impact of equity awards for staff, manage their shareholder register, and attract new investors — all while preserving the ability separately to raise new capital privately (new investment into the company not being possible under PISCES).
For employees and other shareholders, it offers a valuable route to realise gains and trade their shares before an IPO (or other exit).
What It Means for EMI & CSOP Share Schemes
On Legislation Day 2025, draft legislation was published addressing a key issue for employee share schemes, allowing existing Enterprise Management Incentives (EMI) and Company Share Option Plan (CSOP) agreements to be amended to enable the exercise of options in connection with a PISCES window, without risking their valuable tax advantages.
Previously, HMRC’s Technical Note indicated that such amendments would be treated as changes to fundamental terms of the relevant option, causing the loss of the original tax benefits. Following constructive stakeholder engagement, HMRC published a revised Technical Note welcomingly confirming that legislation would be introduced to permit these amendments without adverse tax consequences.
Key features of the draft legislation include:
- Options granted before Royal Assent of the Finance Bill 2025/26 can be amended to allow exercise immediately prior to sale of shares in a PISCES window.
- No written consent from option holders is needed to make such amendments—notification suffices.
- The legislation applies retrospectively to amendments made on or after 15 May 2025 via the Budget Resolution procedure, accommodating changes ahead of the likely first PISCES window expected in Autumn 2025.
In addition, HMRC’s Technical Note clarifies the treatment of shares as Readily Convertible Assets (RCAs) in the context of PISCES:
- If only a portion of shares can be sold in a PISCES window due to share or window restrictions, only that portion will be treated as RCAs.
- If shares cannot be sold due to insufficient demand or because a shareholder opts not to sell all shares, all shares held are treated as RCAs.
- Crucially, these RCA rules extend beyond PISCES to private company share trading generally (e.g., secondary sales), where only the proportion of shares sold is treated as RCAs.
While the draft legislation will benefit from some additional scrutiny before being finalised, it substantially achieves its policy aims and provides much-needed certainty for companies and employees planning participation in PISCES trading windows.
GEO’s UK and Channel Islands Chapter
Our colleagues from CMS were delighted to host GEO’s UK and Channel Islands Chapter event last Thursday, at their offices in London where the discussion focused on all things PISCES related.
The share plans industry is rallying around this opportunity to empower employees and unlock value in a smarter, more controlled way.
What makes PISCES so exciting?
- Liquidity for private company shares – including employee-held shares
- Custom trading windows – companies choose when and how to trade
- No continuous listing pressure – a middle ground between private and public
- FCA sandbox-tested for five years – allows for testing and monitoring before being permanently implemented
- Stakeholder collaboration – from lawyers and EBTs to valuers, administrators, cap table providers, communications experts and platform operators.
Periodical Reminders
Australia
Annual tax report – August 14
The Local Company must lodge an electronic report to the Australian Taxation Office in relation to its employee share scheme arrangements by 14 August.
India
Annual Performance Report Due – September 30
The Local Company is required to submit its Annual Performance Report (APR) in connection with Awards to Participants in India through an authorised dealer bank for the 6 month period to 30 September. The report must be submitted within 60 days from 30 September.
Saudi Arabia
Notify CMA all offers of Awards made in the preceding quarter – October 10
Companies offering Awards to employees in Saudi Arabia must notify the Capital Market Authority (CMA) within ten days after the end of the quarter following grant disclosing the total number and value of all offers made to employees during the preceding quarter.
Vietnam
Quarterly report to the SBV – October 20
There are quarterly reporting requirements to the SBV using a prescribed form which includes details of the number of grants of Awards made and the number of shares issued under Awards.
China
SAFE Quarterly Filing – October 30
Companies registered with the State Administration of Foreign Exchange (SAFE) in China are required to file their quarterly reports electronically.
This newsletter is part of how we help you stay informed and ahead. At ShareReporter, we specialise in simplifying the complexity of employee share plans for companies and advisers alike.