2024 Employer Share Scheme Reporting

If so, employers are required to submit an annual return to the Irish Revenue Commissioners (Revenue) providing details of certain share awards in 2024.

Filing deadline

The deadline for submitting the 2024 ESA, RSS1 and KEEP1 Returns is 31 March 2025.

Registration requirement

Employers must register with Revenue for share scheme reporting via Revenue Online Service (ROS) before submitting the relevant forms, if not done already. As this registration process may take a few working days or longer, we recommend completing it early to avoid any delays in in meeting the submission deadline.

ESA Return

The ESA Return is required for the following types of share-based awards:

• Restricted Stock Units (RSUs) – both share and cash-settled
• Restricted shares
• Convertible securities
• Employee Share Purchasing Plans (ESPP) unless it falls under share option legislation.
• Discounted, free or matching shares
• Forfeitable shares
• Growth / Hurdle / Flowering shares
• Phantom shares
• Stock Appreciation Rights
• Any other awards with cash-equivalent of shares.

The specific details of an event or transaction required to be reported on the ESA Return are wide-ranging. It is submitted electronically and includes separate tabs and instructions for each category of award. Depending on the category of share transaction, an employer may be required to include details of the award/grant, vesting, exercise, forfeiture, etc.

For example:

• With regard to RSUs, an employer should report when they are granted, share-settled or cash-settled (although reporting the grant of RSUs is currently optional).
• An employer should report payment of the cash-equivalent of shares in the Form ESA for the year when the cash payment is made, even if the employee or director is no longer with the company.

The filing deadline for the 2024 ESA Return is 31 March 2025.

Note: The Form ESA does not replace the requirement to report details of real-time double tax relief granted via payroll in relation to RSUs. See below for further details.

RSS1 Return

The RSS1 Return is for share options and other rights to acquire shares or assets awarded to employees and director. This return contains information relating to the grant, exercise, assignment, or release of share options. It also applies to employee stock purchase plans which fall under share option legislation in Ireland.

The filing deadline for the 2024 RSS1 Return is 31 March 2025.

KEEP1 Return

The KEEP1 Return must be submitted by 31 March 2025 if any company operated a Key Employee Engagement Programme (KEEP) scheme in Ireland in 2024.

Other share scheme returns

1. Approved Profit-Sharing Schemes (APSS):

• Trustees of an APSS must file a Form ESS1 if shares were allocated to employees in 2024.
• Filing deadline: 31 March 2025.

2. Save As You Earn (SAYE) Schemes:

• Employers must file a Form SRSO1 for SAYE share options granted or exercised in 2024.
• Filing deadline: 31 March 2025.

Reporting obligations for real-time double taxation relief on RSUs

In addition to paying tax via the Irish PAYE system, employees may also have a liability to tax in a foreign country on the RSU. Where this is the case, and a double taxation treaty is in place with the other country, the employee may be entitled to a credit in relation to any amount subject to double taxation. As a concession, relief can be applied via payroll i.e. a ‘real-time credit’ where certain conditions are met.

If a real-time credit is granted for 2024, the company must provide the relevant information to the Irish Revenue office dealing with the affairs of the company by 31 March 2025.

Penalties for late filing or non-filing

Late Filing Penalties: Revenue may impose penalties for late submission of any required returns.

KEEP Scheme: Failure to file the KEEP1 Return on time could result in the withdrawal of the scheme’s tax benefits.

If you have any questions in relation to the above, or if you would like to discuss this topic further, please contact a member of our employment tax team.