EMI—requirements for options

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • EMI—requirements for options
  • The purpose test
  • A right to acquire shares
  • EMI—options must take the form of a written agreement
  • Option exercise price
  • Shares over which an EMI option may be granted
  • Number of shares under an EMI option
  • The EMI option must be capable of being exercised within ten years
  • Prohibition on transfer
  • Limits on EMI options
  • More...

EMI—requirements for options

EMI Review: In the Spring Budget 2020, the government announced that it will review the enterprise management incentives (EMI) scheme (see News Analysis: Spring Budget 2020—Tax analysis). On 3 March 2021, the government published a call for evidence regarding a possible expansion of EMI schemes. This seeks views on the current EMI scheme to assess the effectiveness of its targeting and whether more companies should be able to access the scheme to recruit and retain the key talent they may need to grow and scale up. For further information, see Enterprise Management Incentives: call for evidence.

The enterprise management incentives (EMI) scheme is a highly flexible and tax-efficient scheme designed specifically for small/medium-sized businesses.

The EMI regime is prescriptive and sets out numerous requirements that must be met at the time the options are granted, including in relation to:

  1. the company granting the options

  2. the employees that are being granted the options

  3. the shares being placed under option, and

  4. the options themselves

This Practice Note focuses on the conditions that must be met for the options themselves to qualify as EMI options. It assumes that all other eligibility criteria have been met. These conditions are described in the context of the income tax relief provided for in sections 527–541 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003).

For details of the other conditions,

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