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Share plan reporting: proving you know what you did

By Nigel Watson

10 Jun 2026 3 min read

Every year, the Employment Related Securities (ERS) reporting deadline performs the same trick.

In April, it looks comfortably distant.

In May, it looks mildly inconvenient.

By late June, it has become the reason someone in the Cosec team is asking whether “final final awards spreadsheet v6” was ever actually final.

ERS reporting - often described more practically as annual share plan reporting - is not glamorous. Nobody joins a business because of its beautifully reconciled ERS return. It is not the economics, the alignment story or the bit where management imagines the exit proceeds.

But, tediously, it matters.

The basics are simple enough. Annual returns are due by 6 July after the tax year-end. For 2025/26, that’s 6 July 2026. One return (or nil return) per registered scheme.

In plain English, annual share plan reporting is HMRC’s check-in on employee equity: who received shares, options or other securities because of employment, and what happened to those awards during the tax year.

“Employment-related” is, of course, gloriously wide. Not just current employees. Not just grants. Think exercises, lapses, tweaks, buybacks and the odd event everyone forgot about until now.

So yes, quite a lot.

Who owns this bit of compliance?

ERS reporting is where elegant plan design meets:

HR spreadsheets
payroll data
cap tables
board minutes
and emails titled “this is the one (final) - no more changes"

Everyone touched it. No one quite owns it. Yet the company still has to produce a coherent filing.

Which is the point.

ERS reporting isn’t just a form. It’s a control test: do we actually know what we did?

Nil returns: not as “nil” as you’d hope

A classic trap: nothing happened… so nothing to file.

HMRC disagrees.

Dormant scheme? Still a return. Legacy plan no one remembers? Still a return. Duplicate registration? Yes, still a return.

“Nothing happened” is not the same as “nothing to do” - a distinction HMRC enjoys more than most.

EMI: still fiddly (for now)

The 92-day deadline is gone. Replaced (for now) with a 6 July deadline after the tax year of grant.

So 2025/26 grants → report by 6 July 2026.

Yes, simplification is coming (grant notifications scrapped from April 2027).

No, that doesn’t help you this year.

Also, EMI doesn’t stop at “we have a plan”. You still need to check:

grants notified
returns filed
exercises/lapses tracked

Translation: still work to do.

The surprising bit: death

A rare piece of good news.

HMRC now accepts that where personal representatives exercise options after death, there’s generally no ERS reporting for those steps.

Sensible. Welcome.

But not a free pass - anything that happened before death may still need reporting and the audit trail still needs to exist.

And then… mobile employees

The place ERS reporting goes to get complicated.

UK duties at any point? Possibly reportable. Even if the employee has moved. Even if payroll “sorted it”.

This is where things get archaeological: assignment letters, old payroll runs and someone saying, “I’m sure we dealt with this last year.”

The bottom line

The process isn’t conceptually hard. It’s just annoyingly joined-up:

What schemes are live?
What actually happened?
What needs filing (including nils)?
Does it match payroll?
Can we explain it later?

That last one matters most.

Because the real problem isn’t the penalty - it’s the diligence question: “Can you explain your share plans?”

Final thought

ERS reporting will never be exciting.

It’s the moment someone reconciles everything and discovers whether “final final” really was final.

But that’s exactly why it matters.

Incentives are about growth and alignment. ERS reporting is about proving you know what you did.

And preferably before late June.

At Burges Salmon, we work with clients to turn ERS reporting from a last‑minute panic into something far less exciting - which, in this context, is exactly the point.