EMI Scheme

Unlocking Tax Benefits with the UK’s EMI Scheme: A Win-Win for Employees and Employers


In the United Kingdom, the Enterprise Management Incentives (EMI) scheme offers a powerful tool for businesses to incentivize and reward their employees. This blog post will delve into the tax benefits of the EMI scheme, showcasing the advantages it provides to both employees and employers. By understanding the potential tax savings and financial opportunities, businesses can effectively leverage the EMI scheme to attract and retain top talent while driving organisational growth.

Tax Benefits of the EMI Scheme:

The EMI scheme grants eligible employees the option to acquire shares in their company, typically at a predetermined price. This employee share ownership plan not only serves as a valuable incentive but also offers significant tax advantages. Let’s explore these benefits in more detail:

Income Tax Savings:

When employees are granted EMI options, they are not subject to income tax on the difference between the market value of the shares at the time of grant and the exercise price. This means employees can potentially acquire shares at a discount without incurring income tax liabilities. It’s important to note that this tax treatment is subject to specific conditions and limits.


Suppose an employee is granted EMI options to acquire 1,000 shares at a market value of £5 per share. The exercise price is set at £2 per share. If the employee exercises the options when the market value has increased to £7 per share, they will only be subject to income tax on the £2 difference per share, resulting in an income tax liability of £2,000 (1,000 shares × £2).

Capital Gains Tax (CGT) Benefits:

The EMI scheme provides favourable capital gains tax treatment when employees sell their shares. If certain conditions are met, employees may qualify for Entrepreneurs Relief, which applies a reduced CGT rate of 10% on the gain made from selling the shares. This can result in substantial tax savings compared to the standard CGT rates.


Continuing from the previous example, if the employee sells the shares at £10 per share after exercising the options, they would realise a gain of £8 per share. With Entrepreneurs Relief, the employee would be subject to CGT at a reduced rate of 10%, resulting in a CGT liability of £800 (10% of £8,000).

Employee Benefits:

Ownership and Incentives: The EMI scheme offers employees a stake in the company’s success, fostering a sense of ownership, commitment, and loyalty. Employees become more motivated to contribute to the organisation’s growth and long-term success.

Potential Financial Gain: By acquiring shares at a discount and benefiting from capital gains tax advantages, employees have the opportunity to generate significant financial gains when the company performs well. This aligns their interests with the company’s success and rewards their dedication.

Employer Benefits:

Attract and Retain Talent: The EMI scheme is a powerful tool for attracting and retaining high-calibre employees. The potential for tax-efficient share ownership is an appealing benefit that can differentiate a company from its competitors, making it an attractive prospect for top talent.

Employee Engagement and Productivity: By providing employees with a stake in the company’s success, the EMI scheme enhances employee engagement, job satisfaction, and overall productivity. Employees feel a stronger sense of loyalty and dedication to the organisation, driving them to go the extra mile.

Tax-Efficient Rewards: Employers can provide tax-efficient incentives to employees through the EMI scheme. Offering shares at a discounted price not only motivates employees but also enables businesses to provide attractive rewards while minimising the tax burden.

Section: Signing Up for the EMI Scheme

Eligibility and Qualification:

To participate in the EMI scheme, employers must meet certain eligibility criteria. Typically, small and medium-sized enterprises (SMEs) with a gross asset value below a specified threshold are eligible. It’s important to ensure that your company meets these criteria before proceeding with the registration process.

Contacting HM Revenue and Customs (HMRC):

To sign up for the EMI scheme, employers need to contact HM Revenue and Customs (HMRC) to obtain the necessary paperwork and guidance. HMRC provides the necessary forms, including the EMI1 application form, which must be completed and submitted for consideration.

Completing the EMI1 Application Form:

The EMI1 application form requires employers to provide detailed information about the company, its activities, and the proposed EMI scheme. This includes details about the company’s ownership structure, the number of employees, and the nature of the business. Employers may also need to provide information about the proposed share options and the valuation of the company’s shares.

Submitting the Application:

Once the EMI1 application form is complete, it should be submitted to HMRC for review and approval. It is crucial to ensure that all the information provided is accurate and up to date. Any errors or inconsistencies could result in delays or rejection of the application.

Receiving HMRC Approval:

After reviewing the application, HMRC will assess whether the employer meets the requirements for the EMI scheme. If the application is approved, HMRC will issue a formal notification confirming the employer’s inclusion in the scheme. This notification will include the date from which the EMI scheme is effective.

Implementation and Communication:

Once approved, employers can proceed with implementing the EMI scheme within their organisation. This involves establishing the necessary processes and procedures for granting and administering employee share options. It is crucial to communicate the details of the EMI scheme to employees clearly, ensuring they understand the benefits and requirements.

Note: It is advisable to seek professional advice or consult with a tax specialist to ensure compliance with all legal and regulatory obligations throughout the sign-up process

Cost implications 

The cost to set up an Enterprise Management Incentives (EMI) scheme can vary depending on various factors, including the complexity of the scheme and the assistance sought from professional advisors. Here are some common costs associated with setting up an EMI scheme:

Legal and Professional Fees:

Engaging legal and professional advisors who specialise in employee share schemes can help ensure compliance and provide valuable guidance throughout the setup process. The cost of these services can vary based on the complexity of the scheme and the expertise of the advisors involved.

Valuation Costs:

A professional valuation may be required to determine the market value of the shares for the EMI scheme. This valuation is necessary to set the exercise price and establish the potential tax benefits for employees. The cost of a valuation will depend on the size and nature of the company.

HMRC Registration Fees:

When applying for the EMI scheme, there may be nominal registration fees payable to HM Revenue and Customs (HMRC). These fees help cover administrative costs associated with processing and reviewing the application. The current registration fee can be obtained from HMRC’s official website.

It is important to note that these costs are approximate and can vary based on specific circumstances. It is advisable for employers to seek professional advice and obtain tailored quotes from legal and tax experts to determine the precise cost involved in setting up an EMI scheme for their organisation.

Additionally, ongoing costs, such as administrative expenses and annual reporting requirements, should also be considered. These costs can include legal and accounting fees associated with the administration of the scheme, as well as compliance-related expenses.

While there are costs involved in establishing and maintaining an EMI scheme, many employers view these expenses as worthwhile investments due to the potential benefits, including tax advantages, improved employee engagement, and talent retention.


The EMI scheme in the UK offers tax advantages for employee share ownership.

Income Tax Benefits:

  • No income tax on the difference between market value and exercise price.

Capital Gains Tax (CGT) Benefits:

  • Potential for Entrepreneurs Relief, reducing CGT to 10%.

Employee Benefits:

  • Ownership incentives and financial gains.

Employer Benefits:

  • Attract and retain talent, boost engagement and productivity.
  • Provide tax-efficient rewards.

Employers must meet eligibility criteria to participate in the EMI scheme.

Steps to Sign Up:

  • Contact HM Revenue and Customs (HMRC) to obtain necessary paperwork and guidance.
  • Complete the EMI1 application form with company and scheme details.
  • Submit the application to HMRC for review and approval.
  • Receive HMRC approval and implement the EMI scheme.

Costs Involved:

  • Legal and professional fees for advice and compliance.
  • Valuation costs to determine share values.
  • HMRC registration fees.

Importance of seeking professional advice and considering ongoing administrative expenses.


The UK’s EMI scheme offers substantial tax benefits for both employees and employers.