Share the upside, and your tax advantage

An EMI scheme - Enterprise Management Incentives - is HMRC's most generous tax-advantaged share option scheme, designed for smaller, growing companies. It lets you grant employees options over shares at a price fixed today, so they share in the growth they help create. Provided the conditions are met, the gain is taxed at capital gains rates rather than as employment income, which is the whole commercial point.

From 6 April 2026 the limits rose substantially. A qualifying company can have gross assets of up to £120m (previously £30m), fewer than 500 employees (previously 250), and up to £6m of unexercised EMI options in total (previously £3m). Each employee can hold options over shares worth up to £250,000 at grant in any three-year period, and options can now be exercised within fifteen years rather than ten.

If you were told you were too big for EMI before April 2026, it is worth checking again - a great many companies that failed the old test pass the new one comfortably.

Most growing SMEs do, but three things have to line up: your size (under 500 employees and £120m gross assets), your independence, and your trade. Excluded activities include banking and financial services, farming, property development, ship building and the provision of legal services, among others - and they exclude you however small and deserving the company is.

Companies registered in Northern Ireland trading in goods or electricity are treated differently and keep the previous £30m and £3m limits.

Silva sets up a standard EMI scheme for a fixed fee of £3,850 + VAT, covering the full five-document package. More complicated schemes - multi-class share structures, unusual performance targets, group structures - are quoted case by case, up front. Additional option holders on an existing scheme are £350 + VAT each.

Most schemes are delivered in three to four weeks from the point we have your completed questionnaire. The main variable outside that is the share valuation, which your accountant agrees with HMRC and which runs alongside our drafting rather than after it.

The HMRC share valuation (VAL231), the EMI post-grant notification, ongoing scheme administration, and heavily bespoke performance targets sit outside the fixed-fee package. We can help with all of them - we just quote them separately rather than pretending they are part of the standard build.

EMI allows up to £250,000 of options per employee and considerably more flexibility, but restricts eligibility by trade, employee numbers and gross assets. CSOP has no trade restrictions and no equivalent size ceiling, but caps each employee at £60,000. In practice most companies use EMI where they qualify, and CSOP is the fallback when they cannot.