ESPP
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Taxation of Employee - ESPP

Tax on discount at purchase.

Tax on sale, subject to exemption.

Sub Deduction - ESPP

Allowed if the subsidiary reimburses the parent under a written agreement.

However, subject to exchange control approval (which is unlikely).

Withholding and Reporting

Income Tax:
Yes. Local subsidiary must obtain directive from South African Revenue Service to determine appropriate withholding amount prior to withholding for each taxable event.

Social Insurance Contributions:
Yes, for both the employee and employer unless ceiling met.

Employer has to withhold employee's contributions.

Employer also must pay uncapped skills development levy on income.

Securities Restrictions - ESPP

Prospectus requirements apply.

A "small offering" exemption from the prospectus requirements is available for companies making a single offering to 50 or fewer persons in a 12-month period with a value equal to or less than ZAR 1 million. To rely on the exemption, the offer must be finalized within 6 months.

Alternatively, an employee share scheme exemption from prospectus requirements is available, provided certain requirements are met, including appointing a "compliance officer," providing certain written disclosures to employees and filing certain "registration" documents and an annual report with the South African Companies and Intellectual Property Commission.

Please contact Baker McKenzie for more information.

Exchange Controls - ESPP

Plan must be placed on record with Financial Surveillance Department. Local subsidiary must also complete other steps to remit payroll deductions out of South Africa on behalf of employees.

ZAR 1 million annual discretionary allowance and an additional ZAR 10 million annual offshore investment limit applies to employees. The local subsidiary has to obtain approval for reimbursement payment.

Plan Entitlement - ESPP

Generally not, if certain disclaimer language is included in the enrollment documentation.

Otherwise, risk that plan benefits could be considered compensation for purposes of calculating benefits for unfair termination.

Data Privacy - ESPP

Written consent from employees for transfer of personal data is required.