A Comprehensive Guide to Setting Up an EMI Share Option Scheme in the UK

In today's competitive business landscape, attracting and retaining top talent is essential for the success of any company.

One effective way to incentivise employees and align their interests with those of the business is through an Enterprise Management Incentive (EMI) share option scheme.

In this comprehensive guide, we will delve into the intricacies of setting up an EMI share option scheme in the UK, covering everything from eligibility requirements to tax implications and implementation strategies.

Understanding EMI Share Option Schemes

EMI share option schemes are a tax-advantaged employee share scheme available to UK-based companies. These schemes allow companies to grant share options to employees, enabling them to acquire shares in the company at a predetermined price in the future. By offering employees the opportunity to own a stake in the business, EMI schemes can motivate and reward key personnel while fostering a sense of ownership and loyalty.

Eligibility Criteria

Before implementing an EMI share option scheme, it's crucial to ensure that your company meets the eligibility criteria set out by HM Revenue & Customs (HMRC). To qualify for EMI status, your business must:

  • Be a trading company or the parent company of a trading group.

  • Have gross assets not exceeding £30 million.

  • Have fewer than 250 full-time equivalent employees.

  • Conduct a qualifying trade, which excludes certain activities such as banking, property development, and professional services.

Key Benefits of EMI Schemes

Implementing an EMI share option scheme offers numerous benefits for both employers and employees:

  1. Retention and Motivation: By granting employees the opportunity to acquire shares in the company, EMI schemes can enhance employee retention rates and motivation levels, aligning their interests with those of the business.

  2. Employee Incentivisation: EMI schemes provide a powerful incentive for employees to contribute to the company’s growth and success, as they directly benefit from increases in the company’s value.

  3. Tax Advantages: EMI schemes offer significant tax advantages for both employees and employers. Employees typically pay lower capital gains tax rates on the proceeds from the sale of EMI shares, while employers can claim a corporation tax deduction for the increase in the value of the shares.

Designing an EMI Scheme

When designing an EMI share option scheme, it's essential to consider various factors to ensure its effectiveness and compliance with legal and regulatory requirements:

Granting Options: Determine the eligibility criteria for employees to participate in the scheme, such as length of service, position within the company, and performance metrics.

Valuation of Shares: Establish a fair market value for the company's shares to determine the exercise price of the options. This valuation should be conducted by an independent professional to comply with HMRC guidelines.

Vesting Periods: Define the vesting schedule for the options, specifying the conditions that must be met for employees to exercise their options and acquire shares.

Exercise Period: Determine the duration of the exercise period during which employees can exercise their options and purchase shares.

Exit Strategies: Develop strategies for handling the sale or transfer of shares in the event of an employee's departure from the company or a change in ownership.

Tax Considerations

One of the most significant advantages of EMI schemes is their favorable tax treatment for both employees and employers:

Income Tax: Employees are not subject to income tax or National Insurance contributions (NICs) at the time of grant or exercise of EMI options, provided the exercise price is at least equal to the market value of the shares at the time of grant.

Capital Gains Tax: Employees may be eligible for capital gains tax (CGT) treatment on the sale of EMI shares, potentially benefiting from lower tax rates compared to income tax.

Corporation Tax Relief: Employers can claim a corporation tax deduction for the increase in the value of the shares under the EMI scheme, subject to certain conditions.

Implementation Process

Implementing an EMI share option scheme involves several steps, including:

  1. Board Approval: Obtain approval from the company's board of directors to establish and implement the EMI scheme.

  2. Legal Documentation: Prepare the necessary legal documentation, including the EMI scheme rules, option agreements, and shareholder resolutions.

  3. HMRC Notification: Notify HMRC of the establishment of the EMI scheme within 92 days of its commencement to ensure tax-advantaged status.

  4. Employee Communication: Communicate the details of the EMI scheme to eligible employees, including the terms and conditions, benefits, and potential tax implications.

  5. Administration and Compliance: Establish procedures for administering the scheme, including the issuance of option certificates, maintaining accurate records, and complying with reporting requirements.

Conclusion

Setting up an EMI share option scheme can be a valuable tool for UK-based companies seeking to attract, retain, and motivate top talent. By offering employees the opportunity to share in the company's success, EMI schemes can drive performance, enhance employee engagement, and create a culture of ownership.

However, it's essential to navigate the complexities of EMI schemes carefully, ensuring compliance with legal, regulatory, and tax requirements. By following the guidelines outlined in this comprehensive guide, businesses can design and implement an EMI scheme that delivers tangible benefits for both employers and employees alike.