EMI—basic principles

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The enterprise management incentives (EMI) scheme is a highly flexible and tax-efficient scheme designed specifically for small/medium-sized companies. EMI schemes are one of the most popular of the share option schemes available to companies.

EMI legislation dictates that EMI options must be granted for commercial reasons in order to recruit or retain an employee in a company, and not as part of a scheme or arrangement the main purpose of which (or one of the main purposes of which) is the avoidance of tax.

This sub-topic introduces the concept of EMI schemes and examines when they may be the appropriate choice for a company. The sub-topic also contains precedent versions of the core EMI documentation together with detailed drafting notes.

Introduction to EMI schemes

The legislation that governs EMI options consists of:

  1. •

    sections 527–541 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), and

  2. •

    ITEPA 2003, Sch 5 Pt 1–Sch 5 Pt 8

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

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