Question

Is the EMI share option scheme worth it for a small company?

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Hi all, I'm looking for a way to keep hold of my lead developer — he's been with me for two years now and I can't match the salaries the bigger firms are offering. I'd like to give him share options so he has a real stake in the business, and someone mentioned the Enterprise Management Incentives (EMI) scheme as the tax-efficient way to do it.

Is EMI actually worth the hassle for a small limited company like mine? What's the headline process for setting it up, and are there any traps or costs I should know about before I speak to an accountant? I'd love to hear from anyone who's actually done it.

 

1 Answer

Yes — for a small limited company looking to retain a key hire, EMI is usually the best-value option available. The tax position is the headline attraction: your developer pays no Income Tax or National Insurance on exercise, provided the option was granted at market value and the scheme conditions are met, and the company gets a corporation tax deduction when the options are exercised. Note the rules were refreshed from 6 April 2026, so the company limits are now gross assets of £120 million or less, fewer than 500 full-time employees, and unexercised options worth no more than £6 million — most small companies fit comfortably. The company must also be an independent trading company, and employees must meet the working-time condition. Watch the notification deadline carefully: for options granted now you must tell HMRC by 6 July following the tax year of grant (grants before 6 April 2024 had a 92-day deadline), and missing it can cost you the tax relief entirely — from 6 April 2027 the separate notification will instead be replaced by reporting in the end-of-year return. The main hassle is the set-up: agree the market value with HMRC's Shares and Assets Valuation and get the option agreement drafted properly before grant, because a disqualifying error is expensive to fix afterwards. For one key developer, though, the cost is modest relative to the tax saving.

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