Business Legal Services

Non Tax-Advantaged Share Schemes

Share schemes for start-ups not eligible for EMI

Non tax-advantaged share schemes (NTA) let employees purchase shares at a future date and pre agreed price, enabling them to share in your company’s growth without immediate dilution of existing ownership. These plans work well for staff such as overseas employees or consultants.

Because these plans don’t require HMRC approval, they’re a practical option if you or your employees don’t qualify for tax advantaged schemes like EMI or CSOP. They can also be combined with tax-advantaged plans to create a tailored incentive strategy.

Our experienced team will guide you through designing and implementing a non tax-advantaged share scheme that motivates your team and supports your business objectives.

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How we support you

Building share arrangements without tax advantages

An NTA scheme, like any discretionary option plan, involves granting a specific number of options to an individual. These options give the individual the right to acquire a set number of underlying shares at a fixed price on an agreed date or upon reaching a certain point in time. Since there is no upfront cost to acquiring the options and no payment is required unless the underlying shares increase sufficiently in value, the individual faces little risk in receiving these options. Consequently, the tax treatment and rates often resemble those applicable to cash bonuses.

We help you determine if this route suits your business, assisting with structuring, setup, and ongoing administration to maximise potential tax benefits.

Our team can assist with:

Choosing the right share type including share classes, dilution, and shareholder rights like voting and dividends

Share options and RSUs, explaining how share options and restricted stock units can be used without formal company valuation, and supporting you through implementation

Managing shareholder interests helping communicate the scheme to shareholders and protect existing ownership

Ongoing compliance ensuring documentation is legally sound and administratively efficient

We also advise on directors’ remuneration and corporate governance, and can guide you through the tax, employment, company law, prospectus directive, financial services, and data protection implications of offering shares or options, ensuring all necessary documentation is drafted and helping you understand the potential impact on founders and investors.

Who we help

Founders and senior leaders in ambitious businesses

We work with high-growth UK-based companies that recognise attracting and retaining top talent is vital as they scale. Balancing the needs of founders, investors, and employees, while managing cashflow and protecting working capital, is a key challenge when designing share incentive arrangements.

Our team helps you navigate these competing demands by designing non-tax advantaged share options that align with your business stage and financial priorities, enabling you to reward and motivate your team without compromising growth or shareholder interests.


Finding the right legal partner

Why work with Harper James

Choose a legal partner you can trust: we’ll help protect your goals, your business and your people so you can move forward with confidence and focus on growing your business.

Affordable, transparent and predictable pricing

Affordable, transparent and predictable pricing

Clear itemised invoices, subscription plans with up to 50% discount, and fixed fee products help you plan and manage legal spend – with no nasty surprises.

Proven track record and measurable results

Proven track record and measurable results

We’ve supported over 6,500 businesses since 2014, with an ‘Excellent’ rating on Trustpilot and a Net Promoter Score (NPS) of 60+ from monthly client surveys.

Straight-talking, responsive advice

Straight-talking, responsive advice

We’re here to make things easier, not add complexity. That means fast response times, practical expert legal advice delivered in plain English, and dedicated client service and account management support.

Risk and compliance assured

Risk and compliance assured

We’re an SRA regulated firm, but more importantly, we build quality, data, and compliance best practice into everything we do.

Appointing a legal partner is a big decision. That’s why we’re open about our values, culture and model, so you can see what makes us tick. And because a productive partnership starts with understanding, we always begin with a conversation – listening to your goals, pressures and plans, then tailoring our support to fit.


Testimonials

What our clients say

Our clients have confidence in our services. Hear about their positive experiences with us.

Harper James swiftly solves problems with a minimum of fuss. I strongly recommend them and they are a pleasure to work with.
Jean de Fougerolles CEO, Ascension Ventures
Harper James provide a cost effective, responsive and versatile service and provide us with access to legal teams that are experienced, commercially focused and well-resourced. Most importantly they are extremely familiar with the SME market and know the venture capital sector well.
Roger Woods Owner and Director, MidVen
Harper James swiftly solves problems with a minimum of fuss. I strongly recommend them and they are a pleasure to work with.
Jean de Fougerolles CEO, Ascension Ventures
Harper James provide a cost effective, responsive and versatile service and provide us with access to legal teams that are experienced, commercially focused and well-resourced. Most importantly they are extremely familiar with the SME market and know the venture capital sector well.
Roger Woods Owner and Director, MidVen

Meet our team

Why choose our share schemes team?

Many of us have worked at some of the UK’s most respected law firms, as well as served as in-house legal counsel or senior leaders within businesses. This diverse experience enables us to provide practical, tailored legal advice that meets your specific needs.

In addition to supporting your share plans, you can rely on our experienced team of solicitors for a broad range of business legal services, including corporate governance advice, immigration law and employment policies.

Find out more about who you’ll be working with:


Pricing and service plans

Legal support designed
to fit your business needs

Our three transparent service plans are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:

Engage

Flexible access to senior solicitors at highly competitive rates

An alternative to our subscription plans, offering access to full service legal expertise on a project-by-project basis.

Extend

Comprehensive legal partnership for established businesses

Fully account managed and scalable annual subscription plan with support from a curated team of partners and senior solicitors, with up to 36% discount on our Standard Rates.



What next?

Please leave us your details and we’ll contact you to discuss your situation and legal requirements. There’s no charge for your initial consultation, and no-obligation to instruct us. We aim to respond to all messages received within 24 hours.

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Our offices

A national law firm

A national law firm

Our commercial lawyers are based in or close to major cities across the UK, providing expert legal advice to clients both locally and nationally.

We mainly work remotely, so we can work with you wherever you are. But we can arrange face-to-face meeting at our offices or a location of your choosing.

Head Office

Floor 5, Cavendish House, 39-41 Waterloo Street, Birmingham, B2 5PP
Regional Spaces

Capital Tower Business Centre, 3rd Floor, Capital Tower, Greyfriars Road, Cardiff, CF10 3AG
Stirling House, Cambridge Innovation Park, Denny End Road, Waterbeach, Cambridge, CB25 9QE
13th Floor, Piccadilly Plaza, Manchester, M1 4BT
10 Lower Thames Street, London, EC3R 6AF
Belsyre Court, 57 Woodstock Road, Oxford, OX2 6HJ
1st Floor, Dearing House, 1 Young St, Sheffield, S1 4UP
White Building Studios, 1-4 Cumberland Place, Southampton, SO15 2NP
A national law firm

To access legal support from just £149 per hour arrange your no-obligation initial consultation to discuss your business requirements.

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