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EMI share options: incentivising staff after the April 2026 changes

Employee incentives

EMI share options: incentivising staff after the April 2026 changes

Enterprise Management Incentives let qualifying companies give employees share options with valuable tax advantages.

AIBy Ali ImranUpdated 11 November 20263 min read
Growing company granting EMI share options to employees
In 30 seconds
  • Company option limit now £6 million
  • Gross assets limit £120 million, employees under 500
  • Up to £250,000 per employee
  • Exercise period up to 15 years

From April 2026, the limits were expanded significantly, so many more growing companies can now use EMI.

This guide explains how EMI works, the new limits and how employees are taxed.

How EMI works

The company grants an employee an option to buy shares at a fixed price in future. If the exercise price is at least the market value at grant, there’s no Income Tax or NI when the option is exercised. When the shares are sold, the gain is subject to Capital Gains Tax, potentially at the Business Asset Disposal Relief rate.

The limits from April 2026

LimitBefore April 2026From April 2026
Company options£3 million£6 million
Gross assets£30 million£120 million
EmployeesUnder 250Under 500
Maximum exercise period10 years15 years
Per employee£250,000£250,000

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Tax on selling EMI shares.

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Who qualifies

  • Independent trading companies, not in excluded activities such as property development or finance
  • Employees working at least 25 hours a week, or 75% of their working time
  • Employees not holding more than 30% of the company
For example

Jade is granted EMI options over shares worth £20,000, with an exercise price of £20,000. Five years later, the company is sold and the shares are worth £220,000. She exercises and sells. No Income Tax is due. Her £200,000 gain qualifies for BADR because the two-year period runs from grant, so she pays 18% after her £3,000 exemption: £35,460.

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Valuation and notification

Companies usually agree a valuation with HMRC before granting options. Grants must be notified to HMRC by 6 July after the end of the tax year of grant. From April 2027, a late notification will no longer automatically lose the tax advantages.

Discounted options

If the exercise price is below market value at grant, Income Tax is due on the discount when exercised, and NI if the shares are readily convertible.

Alternatives

Companies that don’t qualify may use a Company Share Option Plan, growth shares or unapproved options. Each has different tax results.

See HMRC’s guidance on EMI, our BADR guide and our tax planning service.

What should I do next?

Check company eligibility

Activities and size.

Agree a valuation

With HMRC.

Notify by 6 July

After grant.

Plan your scheme

Talk to our team.

Frequently Asked Questions

What are the EMI limits from April 2026?

£6 million company limit, £120 million gross assets and fewer than 500 employees.

How much can one employee hold?

Unexercised EMI options over shares worth up to £250,000.

Is there tax when EMI options are exercised?

Not if the exercise price was at least market value at grant.

Do EMI shares qualify for BADR?

Yes, if held for two years from the option grant date.

When must EMI grants be notified?

By 6 July after the end of the tax year of grant.

Need help with this? Wingate Accountants offers fixed-fee online accountancy support across the UK. Call 0161 531 4179 or request a quote at wingateaccountants.co.uk.

AI

About the Author

Ali Imran
I’m Ali Imran, an accountant at Wingate Accountants. I help sole traders, landlords and directors get their returns filed early and accurately, without the last-minute panic.

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