ETASSUM43220 | Schedule 4 Company Share Option Plan (CSOP): Shares to be used: Company status
From HM Revenue & Customs · Employee Tax Advantaged Share Scheme User Manual
Paragraph 17 is concerned with the ‘status’ of the company whose shares are to be scheme shares. Its purpose is to ensure that the shares used in a Schedule 4 CSOP scheme are shares whose values cannot easily be manipulated.
The scheme shares must be in a company that is not a subsidiary (paragraph 17(b)) (as subsidiary companies provide greatest scope for manipulating share values) except for subsidiaries which are themselves listed on a recognised stock exchange (paragraph 17(a) - see ETASSUM43240).
A subsidiary company which cannot use its own shares as scheme shares in a Schedule 4 CSOP scheme may still be able to use the shares of its parent company, whether or not the parent is listed.