Enterprise Management
Incentives (EMI)

Tax-efficient share schemes for growing businesses that want to
attract and retain key talent

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An Enterprise Management Incentive scheme can be one of the most tax-efficient ways for a qualifying UK company to give equity to its employees.

It aligns the team with the long-term value of the business and lets the employees share in the upside if the company grows.

The rules are complex and the options have to be granted within strict valuation limits and qualifying criteria for the tax treatment to apply. Mistakes at any stage – in the qualifying tests, the valuation, the grant process or the ongoing administration – can unwind the tax advantages in ways that are difficult or impossible to correct after the fact.

Our team designs, implements and maintains EMI schemes for growing businesses across sectors.

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How we deliver EMI schemes

Each engagement begins by confirming that the company and the employees qualify.

The trading status of the business, the gross assets test, the number of employees and the working time of the participants all need to be checked against the legislation to make sure the scheme is eligible.

From there, we design the scheme to fit the company’s commercial objectives, by looking at exercise conditions, vesting periods, leaver provisions and the interaction with any future exit scenarios to ensure that it meets the needs of the business, shareholders and employees.

Our expertise

  • EMI scheme design and implementation
  • Qualifying company and employee analysis
  • Share valuation and HMRC agreement
  • Scheme rules and option agreements
  • Notification of grants to HMRC
  • Annual returns and ongoing administration
  • Disqualifying event analysis
  • Exercise on exit and the interaction with a transaction

Where EMI is not available, for example because the company does not meet the trading test or has exceeded the gross assets limit, alternative arrangements such as a Company Share Option Plan, a growth shares scheme or unapproved options can deliver some of the same commercial outcomes.

By understanding your needs, we will be able to advise you on which option best fits your goals.

What you can expect from our EMI team

Three things define how we run EMI engagements:

Designed around the business

The scheme rules are drafted to fit the commercial situation of the company rather than lifted from a template. Vesting, leavers, exit mechanics and the interaction with any future fundraise are all addressed at the design stage.

Properly documented from the start

Valuation, qualifying status, employee eligibility and the HMRC notification are all evidenced at the point of grant. The scheme stands up to review later because the work was done properly at the outset.

Maintained over the life of the scheme

EMI is not a one-off exercise. Disqualifying events, annual returns, changes in the share register and the eventual exercise on exit all need ongoing input. We provide that as part of the engagement.

Founders and management teams come to us on EMI because they want a scheme that is designed properly, maintained correctly and guided by people who have done this work many times – so it delivers what it was built to deliver when the moment that matters arrives.

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Here is what our clients have to say… testimonial icon


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Macalvins have been running the Payroll and Pension Plan for Hayes & Yeading United Football Club for over 10 years.… Read More

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I love the people of macalvins. they are warm and very dependable. and that what matters to me in any… Read More

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I have been MaCalvins for the past 6 years and I have found them excellent in every department. They manage… Read More

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I’ve been with MaCalvins since 2013, they are managing my company business accounts and my personal tax returns in a… Read More

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Excellent service and understanding of our business needs

Kanesh Rajani

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Thank you Macalvins for excellent service over the years

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I have been with Macalvins for the past 3 years and have found them to be polite, courteous and professional… Read More

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I’ve been with Macalvins for 9 years, and they’ve always done a good job on My Accounts.

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We have used Macalvins for all our accounting needs including audits and payrol since the beginning of time – nothing… Read More

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I appointed Macalvins when I first started my business in 2013 and have found their expertise to be invaluable. Initially,… Read More

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Why choose Macalvins?

With our team, you get precision, continuity and the kind of considered advice that comes from people who know your numbers as well as you do.

As a Top 100 UK accountancy firm with international reach through PrimeGlobal, Macalvins brings that depth of expertise to every client, at every stage of growth.

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Frequently Asked Questions faq

How do we know if our company qualifies?

EMI is available to independent trading companies with gross assets of no more than £30 million, fewer than 250 full-time equivalent employees and a qualifying trade. Certain trades are excluded. We work through the qualifying tests at the start of the engagement and confirm the position before grants are made.

Can we set up EMI in advance of a potential exit?

Yes and that is a common timing. EMI granted with appropriate notice before an exit gives employees a tax-efficient route into the proceeds. The valuation, the exercise mechanics and the interaction with the eventual transaction all need to be planned together. We co-ordinate the EMI work with our corporate finance team where the transaction is in view.

What happens if the company stops qualifying after the options have been granted?

A disqualifying event triggers a 90-day window during which the employees can exercise their options and still benefit from the EMI tax treatment. After that window, the relief is restricted. We monitor the qualifying status as part of the ongoing administration so disqualifying events are identified early and the response is planned properly.

Mr. Jackson
@mrjackson
Mr. Jackson
@mrjackson