Introduction

In order to qualify for the tax breaks that enterprise management incentives (EMI) bring, companies have to meet a number of requirements.

The legislation for qualifying companies is covered in ITEPA 2003, Sch 5, paras 8–23.

For more on the reasons for using EMI schemes, see the Why use an enterprise management incentive (EMI) scheme? guidance note.

The requirements broadly fall into three categories:

1. •

   the size of the company / group and its structure

2. •

   the terms of the option

3. •

   the nature of the company / group trade

HMRC guidance on qualifying companies is at ETASSUM52010 onwards.

A number of changes to EMI limits were introduced in FA 2026. For EMI options granted on or after 6 April 2026:

1. •

   the company options limit is £6 million (£3 million before 6 April 2026)

2. •

   the gross assets limit is increased to £120 million (£30 million before 6 April 2026)

3. •

   the number of full-time equivalent employees must be fewer than 500 (250 employees before 6 April 2026)

4. •

   the exercise