Alphabet Shares in Practice: Tax, Structure and Implementation

Introduction – Alphabet Shares in Practice

• What are alphabet shares, and why are they used?
• Common commercial objectives
• Distinguishing genuine commercial planning from tax-motivated arrangements
• Overview of HMRC’s current approach and risk areas

Setting Up Alphabet Shares – Legal and Tax Foundations

• Legal considerations when creating multiple share classes
• Capital gains tax implications:
  • Share reorganisations
  • Value shifting provisions
• Employment-related securities considerations
• HMRC reporting and compliance obligations

Using Alphabet Shares to Incentivise Employees

• When they constitute employment-related securities
• Dividend vs. earnings analysis
• PA Holdings and disguised remuneration risks
• Scope of Chapter 3B charges
• Using alphabet shares to create growth share arrangements
• Structuring growth shares to reward future value growth only
• Valuation issues:
• Avoiding ERS charges on implementation
• Comparison with EMI schemes:
  • When EMI is preferable
  • When growth shares are more appropriate

Dividend Planning and the Settlements Legislation

• Overview of ITTOIA 2005 Part 5 Chapter 5
• What constitutes a ‘settlement’?
• Who is the ‘settlor’?
• Gifts of shares and the “element of bounty”
• Gratuitous transfers and retained interest
• Reservation of benefit principles
• Distinguishing outright gifts from settlements
• Practical application of key case law

Alphabet Shares in Family Companies

• Using them to manage family income streams
• Spousal and civil partner exemption (s.626)
• Transfers involving minor children (s.629)
• Common planning errors in family companies
• Managing control, voting rights and economic entitlement
• HMRC challenge patterns in family arrangements

Alphabet Shares and Family Investment Companies (FICs)

• Their role within FIC structures
• Designing share classes for different generations
• Separating income and capital returns
• Voting and control considerations
• Loan vs. equity funding decisions
• Interaction with settlements legislation in an FIC context

Estate Planning, Succession and IHT Considerations

• Alphabet shares as a succession planning tool
• Freezing value for the older generation
• Creating growth for the next generation
• Interaction with Business Property Relief (BPR)
• Impact of recent and upcoming BPR restrictions
• Gifts with reservation of benefit risks
• Overlap between IHT planning and settlements legislation

Key Takeaways and Open Discussion

• When alphabet shares work well
• When alternative planning should be considered
• Final Q&A and roundtable discussion

This alphabet shares course is delivered by a Director and Head of Corporate Tax at an award-winning firm of tax advisers providing support to accountants, tax advisers, solicitors and their clients.

Specialising in complex corporate tax matters, these include:

• Transactions tax and company reconstructions
• Succession planning, including Employee Ownership Trusts and Management Buyouts
• Venture Capital tax reliefs, in particular EIS and SEIS
• Employment Related Securities and employee share schemes

This expert is a regular contributor to various tax journals, including Taxation magazine, Tax Journal, Tax Adviser and ICAEW Taxline, sharing his expertise with the broader professional community. He is also a contributing author of Tolley Tax Planning, Finance Act Handbook and the British Tax Review publications, as well as a podcast dedicated to sharing expert tax advice from the industry’s leading specialists.

This half-day training is designed to give delegates a deep, practical understanding of alphabet share structures, focusing on how they are designed, implemented and defended in practice, rather than merely how they work in theory.

Sessions build on foundational knowledge and are aimed at advisers already encountering alphabet shares and want to strengthen their technical confidence, manage HMRC risk, and apply the settlements legislation and related anti-avoidance rules correctly.

By the end of the course, delegates will be able to:

• Design alphabet share structures that are commercially robust and tax-efficient
• Understand when and why shares fail under the settlements legislation
• Identify and manage employment-related securities (ERS) risks
• Apply shares confidently in family companies, growth share arrangements and succession planning
• Recognise common pitfalls and know how to mitigate challenges from HMRC

This training course is ideal for:

• Accountants and tax advisers working with owner-managed businesses
• Private client advisers involved in income and succession planning
• Corporate and employment tax specialists
• Lawyers advising on shareholder and family company structures
• Experienced practitioners who already use alphabet shares and want to deepen their expertise

This is not an introductory course and assumes a working knowledge of UK personal and corporate tax.

Redcliffe Training’s half-day course provides a practical, advanced guide to alphabet shares. It equips advisers with the tools needed to design, implement and defend alphabet share structures in today’s increasingly challenging tax environment.

Through detailed case studies and interactive discussion, delegates will gain confidence in identifying both planning opportunities and hidden risks, enabling them to advise clients more effectively and safely.