{"id":131737,"date":"2024-07-30T00:00:00","date_gmt":"2024-07-29T23:00:00","guid":{"rendered":"https:\/\/gs:8890\/academy\/enterprise-management-incentive-emi-scheme-your-complete-guide\/"},"modified":"2025-12-01T15:42:54","modified_gmt":"2025-12-01T15:42:54","slug":"enterprise-management-incentive-emi-scheme-your-complete-guide","status":"publish","type":"post","link":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/insights\/enterprise-management-incentive-emi-scheme-your-complete-guide\/","title":{"rendered":"EMI Scheme: Enterprise Management Incentives"},"content":{"rendered":"            <h2  class=\"block-heading main-heading  heading-left\">What is the Enterprise Management Incentive (EMI)?<\/h2>\n        \n\n\n<p>The EMI scheme is a flexible, tax-efficient share option plan available in the UK designed to give employees a stake in the business. It can work to attract, retain and incentivise your employees. Mainly used by small to mid-sized companies, <a href=\"https:\/\/www.gov.uk\/government\/statistics\/employee-share-scheme-statistics\" target=\"_blank\" rel=\"noopener\">over 18,200 companies<\/a> operated this type of scheme based on the latest employee share schemes statistics (2025) provided by the UK government .<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">How does an EMI scheme work?<\/h2>\n        \n\n\n<p>An EMI scheme is a type of share option plan. At the time of grant, your employees are given an EMI option to buy shares in your company at a future date at a certain price (i.e. the exercise price) after meeting certain conditions, e.g. performance and\/or service period.<\/p>\n\n\n\n<p>Once the conditions have been met, employees can then exercise the options to buy the shares. If your company succeeds and the share value increases, they can potentially sell their shares at the then current (hopefully higher) market value for a profit.<\/p>\n\n\n\n<p class=\"has-text-align-center\"><strong><span style=\"text-decoration: underline;\">An EMI example<\/span><\/strong><\/p>\n\n\n<div  class=\"highlighted-text-block\">\n\n    <p>Lewis works for a startup in the UK. His company uses the EMI scheme to issue options to its employees, including Lewis. He is granted EMI options to acquire 2,000 shares at \u00a310 each in the future. After two years, he exercises the options as he fulfils the length of employment service conditions. He subsequently sells his shares at once for \u00a330 each, the current market value.<\/p>\n\n<\/div> <!-- .highlighted-text-block -->\n\n            <h2  class=\"block-heading main-heading  heading-left\">Are EMI schemes worth it?<\/h2>\n        \n\n            <h3  class=\"block-heading sub-heading  heading-left\">Benefits of EMI for employers:<\/h3>\n        \n\n\n<p><strong>1. Attract, incentivise and retain talent <\/strong>by providing skilled employees with potential financial rewards beyond basic salary if the business becomes successful and the share value grows.<\/p>\n\n\n\n<p><strong>2. Promote employee ownership culture<\/strong>: Studies have shown that companies with employee-owners generally have lower turnover and levels of absenteeism, and more company pride and loyalty.<\/p>\n\n\n\n<p><strong>3. Achieve better alignment<\/strong>: Having an ownership stake in the company can help align employees\u2019 interests with the company\u2019s missions and goals.<\/p>\n\n\n\n<p><strong>4. Implement a scheme flexibly to best suit your needs<\/strong>: You can decide the exercise price, the number of EMI options to be granted, vesting criteria, termination rules, employee eligibility etc.<\/p>\n\n\n\n<p><strong>5. Enjoy corporation tax relief<\/strong> if qualifying shares are acquired by employees upon the exercise of an EMI option. The deduction matches the difference between the market value when the shares are acquired and the amount that the employee pays for them. It\u2019s important to note that relief may be restricted by disqualifying events.<\/p>\n\n\n<div  class=\"highlighted-text-block\">\n\n    <p><em>\u201dFor employers, gains on qualifying EMI options are generally exempt from employer\u2019s National Insurance and qualify for a valuable corporation tax deduction, therefore potentially delivering a cash benefit to the company worth 25% of the gain,\u201d<\/em><\/p>\n<p>&#8211; says Martin Cooper, Partner at\u00a0RSM UK, in the <a href=\"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/insights\/too-big-for-emi-what-next-for-growing-companies-with-uk-employees\/\">\u2018\u2019Too big for EMI\u2019\u2019<\/a> interview with us<\/p>\n\n<\/div> <!-- .highlighted-text-block -->\n\n            <h3  class=\"block-heading sub-heading  heading-left\">Benefits of EMI for employees:<\/h3>\n        \n\n\n<p><strong>1. Build wealth:<\/strong> Options are likely to provide a more significant financial benefit than a fixed cash payment.<\/p>\n\n\n\n<p><strong>2. Enjoy tax benefits:<\/strong> EMIs offer employees generous tax advantages in a qualifying event throughout the lifecycle of an option. For example, no income tax and National Insurance Contributions (NICs &#8211; the UK term for social taxes\/social security) is charged at the time of grant and exercise. Relief may be restricted by disqualifying events.<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">Limitations of EMI<\/h2>\n        \n\n            <h2  class=\"block-heading main-heading  heading-left\"><\/h2>\n        \n\n\n<p>An EMI scheme is a type of share option plan, meaning if your company fails and the share value decreases, employees may not be able to sell their shares for a profit.<\/p>\n\n\n\n<p>In addition, EMI is not always the most suitable scheme for your business as there are a number of conditions to be satisfied in order to qualify for the EMI tax benefits (i.e. qualifying conditions). In this case, you may need to consider other choices like an unapproved option scheme. Read on.<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">EMI option scheme vs unapproved option scheme<\/h2>\n        \n\n\n<p>Unapproved options, also called &#8216;non-tax-advantaged&#8217; options, don\u2019t provide the generous tax benefits that EMI options do, as they are not HMRC approved. They however provide more flexibility to businesses in scheme design.<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\"><\/h2>\n        \n\n\n<figure class=\"wp-block-table\"><table class=\"has-fixed-layout\"><tbody><tr><td><\/td><td><strong>Unapproved Options<\/strong><\/td><td><strong>EMI Options<\/strong><\/td><\/tr><tr><td>Rules to follow<\/td><td>Few<\/td><td>More (e.g. requirements for companies, employees and shares)<\/td><\/tr><tr><td>Participation restrictions<\/td><td>No statutory restriction<\/td><td>More restrictions (e.g. working hours and material interest)<\/td><\/tr><tr><td>Tax at exercise<\/td><td>Income tax and NICs are generally charged<\/td><td>No income tax and no NICs (if conditions fulfilled)<\/td><\/tr><tr><td>Tax at sale<\/td><td>Subject to Capital Gains Tax (CGT) \u2013 10% or 20%<\/td><td>CGT at a favourable <a href=\"https:\/\/www.gov.uk\/business-asset-disposal-relief\" target=\"_blank\" rel=\"noopener\">Business Asset Disposal Relief<\/a> rate (10%)<\/td><\/tr><tr><td>Purposes<\/td><td>Issue options where tax-efficient structures are not appropriate for your company\u2019s needs<\/td><td>Issue options while providing favourable tax treatments<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">Qualifying conditions<\/h2>\n        \n\n\n<p>To qualify for an EMI and thus receive the tax benefits there are <a href=\"\/uk\/insights\/emi-qualifying-conditions\/\">qualifying conditions<\/a> applicable to the EMI, companies, employees and options that must be met. Note: This list is not intended to be exhaustive; the EMI legislation contains other requirements which should be considered:<\/p>\n\n\n            <h3  class=\"block-heading sub-heading  heading-left\">Companies:<\/h3>\n        \n\n    <ul  class=\"gs-list-block\">\n                                    <li>Have a permanent establishment in the UK<\/li>\n                            <li>Is not majority-owned by another entity<\/li>\n                            <li>Only have \u2018qualifying subsidiaries\u2019<\/li>\n                            <li>Have fewer than 250 full-time employees (increasing to 500 from April 6th, 2026)<\/li>\n                            <li>Have gross assets of \u00a330 million or less (increasing to \u00a3120 million from April 6th, 2026)<\/li>\n                            <li>Is not in any of the \u2018excluded activities\u2019 including banking, insurance, farming, property, legal services, hotels and care homes, and shipbuilding<\/li>\n                        <\/ul> <!-- .gs-list-block -->\n\n\n            <h3  class=\"block-heading sub-heading  heading-left\">Employees:<\/h3>\n        \n\n    <ul  class=\"gs-list-block\">\n                                    <li>Individuals must be an employee of the company or one of its qualifying subsidiaries when the EMI option is granted  <\/li>\n                            <li>Work at least 25 hours each week or 75% of their working time for the company<\/li>\n                            <li>Must not have a material interest of more than 30% of the ordinary share capital of the company before the options are granted<\/li>\n                        <\/ul> <!-- .gs-list-block -->\n\n\n            <h3  class=\"block-heading sub-heading  heading-left\">EMI options:<\/h3>\n        \n\n    <ul  class=\"gs-list-block\">\n                                    <li>To be offered up to a maximum of \u00a3250,000 worth of shares to each individual<\/li>\n                            <li>Must be exercised within 10 years of the grant (increasing to 15 years from April 6th, 2026 and can be retrospectively applied to valid schemes)<\/li>\n                            <li>Must be registered with HMRC by July 6th following the end of the tax year in which the EMI options were granted (previously HMRC had to be notified within 92 days of the date of grant) and any grants included in an annual return submission to HMRC<\/li>\n                        <\/ul> <!-- .gs-list-block -->\n\n\n\n<p>In the meantime, it\u2019s worth noting some <a href=\"\/uk\/insights\/emi-disqualifying-events\/\">disqualifying events<\/a> which can disqualify an option from the beneficial EMI tax treatment:<\/p>\n\n\n    <ul  class=\"gs-list-block\">\n                                    <li>The company comes under the control of another company <\/li>\n                            <li>The company no longer meets the trading activities requirement<\/li>\n                            <li>The employee is no longer eligible<\/li>\n                            <li>Certain types of variation to the terms of the option<\/li>\n                            <li>Alteration to the share capital of the company<\/li>\n                        <\/ul> <!-- .gs-list-block -->\n\n\n\n<p>The onus is on you, as a participating company, to continually analyse your scheme, inform HMRC of any changes, communicate internally and therefore minimise the risks of participants not receiving the rewards they had been promised.<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">Tax on EMI options for employees<\/h2>\n        \n\n\n<p>Sticking with the same example, here\u2019s a tax scenario of Lewis from the time of grant to exercise and sale, assuming the option satisfies all of the EMI qualifying conditions.<\/p>\n\n\n\n<p><strong>1. At the time of grant:<\/strong> Lewis was granted an EMI option to acquire 2,000 shares at \u00a310 each, their then market value.<\/p>\n\n\n\n<p class=\"has-text-align-center\"><strong><mark style=\"background-color:#fcb900\" class=\"has-inline-color\">No income tax\/No NICs<\/mark><\/strong><\/p>\n\n\n\n<p><strong>2. At the time of exercise<\/strong>: After two years, he exercised the option to buy all the shares at \u00a310 each.<\/p>\n\n\n\n<p class=\"has-text-align-center\"><strong><mark style=\"background-color:#fcb900\" class=\"has-inline-color\">No income tax\/No NICs<\/mark><\/strong><\/p>\n\n\n\n<p>Note: Since the shares were purchased for at least the market value at grant, no income tax and employee or employer NICs are charged upon exercise. Income Tax or NICs would be paid if a participant was given a discount on the market value.<\/p>\n\n\n\n<p><strong>3. At the time of sale:<\/strong> Lewis sold his shares at once for \u00a330 each (the current market value), which was more than the cost (\u00a310), CGT might be payable on the gain of \u00a340,000 [\u00a330-\u00a310)x 2,000], subject to Lewis\u2019s personal circumstances.<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\"><\/h2>\n        \n\n\n<p class=\"has-text-align-center\"><mark style=\"background-color:#fcb900\" class=\"has-inline-color\"><strong>CGT may be charged<\/strong><\/mark><\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">How to set up an EMI scheme?<\/h2>\n        \n\n\n<p>If you decide to <a href=\"\/uk\/insights\/set-up-and-manage-emi-scheme\/\">implement an EMI scheme<\/a> for your company, follow these simple steps. <strong>NOTE<\/strong>: It is recommended that you obtain professional advice to ensure you satisfy all the requirements:<\/p>\n\n\n\n<p><strong>1. Confirm you qualify for an EMI scheme<\/strong><br>Go back to the \u2018Qualifying conditions\u2019\u2019 section to check the scheme requirements for your business, employees and options.<br><strong>2. Structure your scheme rules &amp; agreements with employees<\/strong><br>Prepare your share option rules and agreements with employees. e.g. vesting schedule, types of options, number of shares being granted, if the employee leaves can they still exercise their option? Refer to our <a href=\"\/uk\/insights\/design-an-emi-scheme-a-checklist\/\">EMI design<\/a> guide.<br><strong>3. Get an HMRC-approved EMI valuation<\/strong><br>Although getting an HMRC-approved EMI valuation isn\u2019t compulsory, it\u2019s wise to do so because it can ensure you avoid granting the option at a discount and makes sure the tax benefits of the EMI scheme will apply, provided all other processes and formalities are followed.<br><strong>4. Grant EMI options<\/strong><br>Once you\u2019ve had your valuation agreed, you can grant the EMI options. You should do it within three months since the approved valuation remains valid for 90 days from the date HMRC approves it.<br><strong>5. Register the scheme with HMRC<\/strong><br>This step must be done by 6 July following the end of the tax year in which the EMI options were granted. <a href=\"https:\/\/www.gov.uk\/guidance\/tell-hmrc-about-your-employment-related-securities\" target=\"_blank\" rel=\"noopener\">Follow the steps here<\/a>.<\/p>\n\n\n            <h2  class=\"block-heading main-heading  heading-left\">Enterprise Management Incentive Schemes, Simplified<\/h2>\n        \n\n\n<p>EMI is one of four <a href=\"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/academy\/uk-employee-share-plans-and-their-tax-implications-your-complete-guide\/\">HMRC-approved share schemes<\/a>, to help you attract, retain and motivate top talent that may otherwise be out of your financial reach. Making sure you qualify for the scheme and receive as many benefits as possible can be challenging sometimes if you DIY from scratch.<\/p>\n\n\n\n<p>Our equity professionals have gone down this road with clients many times and can provide you with all that you need to know about how to develop an EMI scheme for the first time. In addition, our equity management software can help you manage your EMI scheme from plan setup to launch, through enrolment, administration and EMI notification report generation (for HMRC filing purposes).<\/p>\n\n\n        <div  class=\"block-cta\">\n            <p class=\"centre\"><a  href=\"\" title=\"Try our EMI Software\" class=\"gs-button-new black\" target=\"_self\" >Try our EMI Software<\/a><\/p>\n        <\/div> <!-- .block-cta -->\n    \n\n\n<p class=\"has-text-align-center\">(Free for up to 40 stakeholders)<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<p>By visiting a third-party site, you may be entering an unsecured website that may have a different privacy policy and security practices from J.P. Morgan standards. J.P. Morgan is not responsible for, and does not control, endorse or guarantee, any aspect<\/p>\n\n\n\n<p>All case studies are shown for illustrative purposes only and are hypothetical. Any name referenced is fictional, and may not be representative of other individual experiences. Information is not a guarantee of future results.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>The EMI scheme is a flexible, tax-efficient share option plan available in the UK designed to give employees a stake in the business. It can work to attract, retain and incentivise your employees. Mainly used by small to mid-sized companies, over 18,200 companies operated this type of scheme based on the latest employee share schemes [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":157099,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[544],"tags":[548,713],"class_list":["post-131737","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-employee-share-plans-uk","tag-all-uk","tag-emi-uk"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/posts\/131737","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/comments?post=131737"}],"version-history":[{"count":0,"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/posts\/131737\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/media\/157099"}],"wp:attachment":[{"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/media?parent=131737"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/categories?post=131737"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.jpmorganworkplacesolutions.com\/uk\/wp-json\/wp\/v2\/tags?post=131737"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}