Enterprise Management Incentive Schemes

Enterprise Management Incentive Schemes

An Enterprise Management Incentives (EMI) scheme is a tax-advantaged employee share option scheme available for qualifying businesses. It is particularly relevant for small and medium sized, companies with UK employees. From 6 April 2026, your business will qualify for an EMI scheme provided certain conditions are met, including:

  • Employee headcount: the company (or group) must have fewer than 500 employees (previously 250).
  • Gross assets: the company’s gross assets must not exceed £120 million (previously £30 million).
  • Company option limit: the maximum value of shares subject to unexercised EMI options is £6 million, measured at the date of grant (previously £3 million).
  • Option lifespan: EMI options must be exercised within 15 years of grant (previously 10 years).

Due to the availability of EMI tax reliefs, no income tax will be charged on the “exercise” of an EMI option (i.e. when the employee acquires the shares), as would be the case for non tax advantaged employee options.

Instead, any gains made by employees on the eventual sale of the shares will be subject to Capital Gains Tax at a maximum rate of 24%, but this can be as low as 14% (or 18% from 6 April 2026), provided the necessary conditions are met.

This compares favourably to a potential 62% combined rate of income tax and employee and employer National Insurance contributions that can apply to non tax advantaged options.

Incentive scheme implementation

We combine high level strategic advice with a technology enabled documentation production process to ensure that your EMI scheme is set up to align with your business goals, while ensuring efficiencies of speed, administration and for a fixed cost.

You will also have the comfort to know that you are dealing with experienced technical advisers to help make sure that your EMI scheme is in compliance with the legislation. Sadly, we know that all too frequently EMI status can be lost due to procedural errors when it comes to business transactions!

With PwC:

  • Our experienced professionals will help you design an EMI scheme that operates as a valuable incentive and retention tool for your key employees.
  • We will guide you through every step of the process.
  • Face to face or Virtual meetings will allow us to get to know you and your business and for us to build a long term relationship.
  • Our streamlined process, with a technology enabled production of the legal documentation, ensures efficiency of time, administration and most importantly cost!

Managing incentive scheme planning

Feasibility meeting (via videoconference)

Initial meeting to discuss whether EMI qualifying conditions are met and the key terms of the scheme (including who will be granted options, when they should be exercisable and leaver provisions).

Online questionnaire

Our 30 minute online questionnaire allows you to upload all of the necessary information for the full suite of EMI documentation to be created.

Automated document production

Full suite of tailored EMI documents prepared, including: advance assurance application, EMI scheme rules, personalised employee letters/certificates, employee and employer guides (setting out in simple terms how the scheme works) and board minutes.

These documents will be prepared within two working days or less following the accurate completion of the survey.

Documentation meeting (via videoconference)

Discussion meeting with your PwC professional to talk you through all of the documentation before you take it away to be signed.

Documents signed and uploaded to shared portal

The final signed documents are signed by the company and employees and can be uploaded to our clientsite portal.

 

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Contact us

Daniel Harris

Daniel Harris

Partner, PwC United Kingdom

Tel: +44 (0)7771 974777

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