Employee Stock Plans 2012: Mid-Year International Reporting Requirements

This Commentary highlights some of the principal mid-year reporting requirements for employee stock plans that U.S. companies most commonly encounter when offering these programs to their employees in selected jurisdictions worldwide. A chart summarizing these items appears at the end of this Commentary. Please note that this Commentary does not address routine, year-end tax reporting obligations, nor does it cover equity-specific reporting requirements with deadlines that fall between January and May. For information about certain year-end reporting requirements, please see the Jones Day Commentary titled "Employee Stock Plans: Year-End International Reporting Requirements—2012 Update." If you have any questions about these requirements or need any assistance, please do not hesitate to contact one of the Jones Day lawyers listed below.

AUSTRALIA

Tax Reporting for Equity Grants. Employers are subject to annual reporting requirements with respect to all equity grants to Australian employees. By July 14, 2012, Australian employers must issue an Employee Share Scheme Statement to each employee who was granted or vested in an equity award in the prior tax year (i.e., July 1, 2011 to June 30, 2012), and by August 14, 2012, the employer must file an Employee Share Scheme Annual Report with the Australian Taxation Office ("ATO"). To facilitate compliance, it is also recommended that employees be provided with a statement about future reporting requirements.

CHINA

Exchange Control Reports for Stock Options/Restricted Stock Units/Purchase Rights. For companies that have obtained SAFE registration for their equity plans in China, quarterly reports must be filed with the local SAFE officials detailing the company's equity plan activity (e.g., grants, exercises, share sales, and the balance of the designated foreign exchange account) during the previous quarter. The report is due by July 4, 2012 for activity that occurred during the second quarter of 2012. Please note that the deadline for quarterly reports was changed from the 10th business day of the quarter to the third business day when SAFE issued its new Circular 7 earlier this year.

INDIA

Exchange Control Report. Companies should be aware of the requirement for the Indian affiliate to file a statement with the Reserve Bank of India through the AD Category–I Bank, which provides details regarding the shares issued to residents of India during the prior fiscal year. This report should be filed on Form ESOP Reporting (Annex–B and Annex–C) of the Master Circular on Direct Investment by Resident in Joint Venture (JV) / Wholly Owned Subsidiary Abroad and must be submitted no later than July 31, 2012.

PORTUGAL

Tax Reporting for Stock Options/Restricted Stock Units/Purchase RightsArticle 119 of Portugal's Tax Code provides that issuers of equity awards made to employees in Portugal are subject to three reporting requirements, the third of which must be completed by June 30. By the last day of June of the year following the tax year in which income has been received from stock option exercises, the lapse of restrictions on RSUs, and stock purchases under an employee stock purchase plan, a company must file a Form 19 with the Ministry of Finance in Portugal. The Form 19 essentially discloses the existence of the company's various equity plans and reports certain data about the grants, such as the date of grant/purchase, the date of exercise/vesting, the date of forfeiture (if applicable), and the amount of income received from the exercise/vesting/purchase.

The other two reports are due January 20 and on the last day of February, respectively. By January 20 of the year following the tax year in which income is received from stock option exercises, the lapse of restrictions on RSUs, and stock purchases under an employee stock purchase plan, a company must distribute information on the Current Registry to its employees who have exercised stock options, vested in RSUs, or purchased stock pursuant to an employee stock purchase plan in the applicable tax year. A company must also file a Form 10 with the Ministry of Finance in Portugal by the last day of February of the year following the tax year in which income is received from equity awards. The Form 10 generally reports the amount of tax withheld from income received upon exercise, vesting, or purchase (among other sources of income) for Social Security purposes.

UNITED KINGDOM

Tax Reporting for Incentive Stock Options/Purchase Rights. For each UK tax year, which runs from April 6 to April 5, UK employers are required to file a number of tax returns with Her Majesty's Revenue & Customs ("HMRC") that relate to equity grants made to their employees and the exercise or vesting of such rights.

By July 6, 2012, UK employers must file annual stock-related benefits reports with respect to stock options and other stock purchase rights that have been granted and/or exercised and/or vested in the 2011–2012 tax year. With respect to stock options/purchase rights granted under unapproved stock plans, the report must be filed on Form 42. With respect to rights granted under HMRC-approved stock plans, UK employers must complete the prescribed form for that particular type of approved plan (Form 34, 35, 39, or 40).

Lawyer Contacts

For further information, please contact your principal Firm representative or one of the lawyers listed below. General email messages may be sent using our "Contact Us" form, which can be found at www.jonesday.com.

Robert G. Marshall II
San Francisco
+1.415.875.5720
rgmarshall@jonesday.com

Shoshana E. Litt
Cleveland
+1.216.586.1015
selitt@jonesday.com

This Commentary should be considered guidance only and should not be relied upon as legal advice. Specific design features of employee stock plans can substantially alter the applicable legal requirements. Readers are urged to obtain specific legal advice regarding how the local requirements apply to their plan terms before filing any year-end report. Jones Day publications should not be construed as legal advice on any specific facts or circumstances. The contents are intended for general information purposes only and may not be quoted or referred to in any other publication or proceeding without the prior written consent of the Firm, to be given or withheld at our discretion. To request reprint permission for any of our publications, please use our "Contact Us" form, which can be found on our web site at www.jonesday.com. The mailing of this publication is not intended to create, and receipt of it does not constitute, an attorney-client relationship. The views set forth herein are the personal views of the authors and do not necessarily reflect those of the Firm.