Transferability and Resale Restrictions

Section 423 of the Code requires that the rights and options granted under the ESPP must not be transferable or assignable, except by will or by the laws of descent and distribution.

Some ESPPs impose restrictions on the sale of purchased shares for a certain period after purchase. For example, some companies impose a holding requirement to ensure that participants do not make disqualifying dispositions of the shares acquired and therefore fail to qualify for favorable tax treatment. However, Most companies do not place resale restrictions on shares acquired through an ESPP and employees can sell shares immediately after purchase.

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