Emi - Retain And Reward Key Staff With Share Options

EMI SHARE OPTION SCHEMES ARE OUR CORE BUSINESS

The EMI share option scheme is a Government approved, tax beneficial and very flexible way of incentivising your staff. In a nutshell, EMI is the best type of share scheme for employees and the company.

SO WHERE DO YOU START?

• If you want to understand more about EMI share options and whether they're the right fit for your company there is lots of information in our Introduction to EMI - see below
• Watch our short introductory Videos

OUR OFFER TO YOU:

• We make the process as easy and as painless for you as possible, minimising paperwork and complexity
• Help and guidance supplied throughout
• We cover everything you need to set up your scheme – legal documents, share valuation and HMRC approvals – and we do it in 5-6 weeks
• Value for money – our fixed fee is £3,795 + vat
• Professional approach – we are chartered accountants
• Total confidentiality
• We have set up well over 400 EMI Schemes

A share option agreement gives someone the legal right to buy a company’s shares in the future, but at a price that is fixed today. If the value of the company increases over time, the option holder could make a significant profit when they sell their shares, which make options very useful for companies that want to incentivise key employees.

Option schemes are very popular with entrepreneurial companies who can offer share options to help them employ talented staff. Many well-established businesses use option schemes to attract and retain key people. The chance to buy shares, to be a stakeholder and benefit in the company’s growth alongside the owners is a powerful motivation when offered in addition to the usual salary package. Aside from the modest set up costs, there are no cash costs associated with share options, so they’re not a drain on resources.

An EMI (Enterprise Management Incentive) share option scheme provides significant tax advantages to employees which substantially boosts the incentive value. Put simply, an ‘EMI’ scheme is by far the most tax beneficial structure for staff.

There is a lot of flexibility for designing an option scheme and it’s best to discuss this with us. You can structure the timing of when staff can ‘exercise’ their options and buy their actual shares in all sorts of ways, for example they could be allowed to buy their shares over a period or on a sale of the company (an 'exit' event). To protect the business, most schemes provide that if an employee leaves the company, then they automatically lose their options or shares, although this can be subject to the board’s discretion or good leaver provisions. The option shares can be a different class of ordinary share that could for example be non-voting and subject to buyback if the employee leaves. The option will be formalised in a legal contract, which will include all the necessary rules and conditions.

There are three key terms you need to understand for option schemes:

‘Grant’ means the award of the EMI share options to an employee, subject to the stated vesting and exercise conditions

‘Vest’ means when option rights are conclusively ‘earned’ by the employee and that those options can be exercised

‘Exercise’ - the date from which the employee can actually buy the shares

• A company granted options over 10% of its shares between two senior execs. The options were structured so that they vest over the following two years, with half of their options each vesting on the first and second anniversaries of the date of the grant. The ‘exercise price’ (the cost per share) was set at the market value agreed by us with HMRC.
• Another company granted options over 5% of its shares to its new MD. The options vested six months after the date of grant. The exercise price was set at the market value agreed with HMRC.

The EMI Full Solution Package – everything you need to get your EMI scheme in place –

• This is a 'one-stop service' - we cover all the legal and the tax/valuation requirements
• All of the scheme agreement legal documentation you need - scheme rules, option certificates, board minutes, letters to employees
• Your company share valuation carried out and agreed with HMRC

• No income tax or national insurance is payable when EMI options are granted.
• When option shares are sold the employee will be liable for capital gains tax (CGT), currently at the entrepreneur’s relief rate of only 10%, rather than income tax. The employee can also use their annual CGT exemption.
• Note on the changes in the October 2024 Budget
  The rates of Capital Gains Tax (CGT) have increased as follows:
  
  • The normal rate on the sale of shares has increased from 20% to 24%
  • Business asset disposal (‘entrepreneurs’) relief - available from two years from the date of grant of EMI options, and up to the first £1m of capital gains - the rate increases from 10% to 14% in April 2025 and to 18% in April 2026
    
• Options provide a very tangible incentive for key employees to stay with the company. The prospect of a rewarding capital return within a foreseeable period strongly encourages retention of staff, especially as most option agreements provide that options lapse automatically if anyone leaves.
  
• It’s been shown that employees feel much more aligned with the interests of shareholders and the board if they have a tangible interest in the company’s ownership. It can be a great motivator if all stakeholders are working towards a profitable exit, with everyone focused on building shareholder value.

We have set up well over 400 EMI schemes, and for all types of industry sector. It's one of our core activities and our approach is personable but highly efficient. Typically we can deal with the documentation by phone, post and email but if you would like a ‘full service’ basis, which would include face-to-face meetings (which can encompass presentations to staff for example) we are very happy to undertake this too.

There are other types of share schemes available but for most growing SMEs we consider that EMI is the best if the scheme is for your ‘key’ staff. If the scheme is for a larger number of employees, please let us know, as there are other forms of scheme,