Enterprise Management Incentive (EMI) Valuation

Companies offer significant incentives to their staff so that they can be motivated to grow in the company and continue having a good performance. One such incentive is a share option, where the employee is given the option to purchase shares of their employer’s company. In the UK, the Enterprise Management Incentive offers employees government-backed share option plans that help them stay motivated and compensated.

Enterprise Management Incentive Valuation

The Finance Act of 2000 established Enterprise Management Incentive programs (commonly known as EMIs) in the UK. Since its inception, EMI has evolved into being the most widely implemented HMRC (Her Majesty’s Revenue and Customs) backed incentive arrangement.

What Is Enterprise Management Incentive?

The Enterprise Management Incentive, or EMI scheme, is a government-backed share option plan. Employees are motivated, retained, or compensated by EMI plans that give them a sense of ownership in the company. Small and medium-sized businesses are the most common users. Employers and employees can both benefit from EMI programs.

Why do companies need an EMI scheme?

Shares or share options can be an essential element of the package in attracting high-quality personnel, especially for a tech company when cash is often scarce. Even if the cash pay is lower than that offered by larger organizations, an employee who sees the potential for realizing a substantial lump sum through the sale of shares may be encouraged to join a company. Employee stock ownership aligns the interests of the company’s owners with the interests of its employees. All are attempting to build shareholder value by growing the business in the hopes of eventually benefiting from the sale of their shares or dividends.

Benefits of having an EMI scheme

EMI schemes provide a lot of flexibility, and arrangements can be tailored to a company’s commercial goals. There are special categories of people who get benefited from the EMI scheme, and here are the beneficiaries of this system and what advantages they get are as follows:

• For employees – The first and most important advantage of EMI is the variety of tax benefits available to employees. There is no income tax to pay when the options are issued or exercised to buy the shares. When employees sell their stock, they will only be subject to a 10% capital gains tax on any profit. They would have to pay up to 45 percent in income tax if they didn’t have EMI. The scheme can be set up in many different ways. The only actual legal constraint is that options must be exercised within ten years. Employees could be offered the option to acquire their shares at any time between now and the 10-year limit. The options give essential personnel a practical reason to stay with the company.
• For employers – An EMI plan is a sort of tax-advantaged employee stock option plan. Employers can provide share options (the right to purchase shares in a firm) to key employees through EMI share incentive plans, incentivizing them to work hard and help the company succeed.

Flexibility of EMI

Flexible EMI payment plans enable borrowers to take out a personal loan and repay it whenever they choose. This arrangement is suitable for debtors who do not have consistent income or have periods of extra revenue. Higher eligibility, freedom in determining the prepayment amount, no prepayment charges, the significant decrease in interest burden, finance management assistance, and management of modest fund flow crunches are all advantages of this method.

Relevance of market value in EMI scheme

Under the EMI legislation, market value at the time of option grant is relevant in numerous ways. One way market value is relevant is whether the option grant will qualify for EMI, where any income tax and national insurance be required on exercise.

Pros and Cons of EMI scheme

An equal monthly installment (EMI) is a method of repaying a loan in installments rather than in one large sum. The amount you pay as your loan EMI is determined by factors such as the principal amount, loan length, and interest rates. EMI Schemes have both advantages and disadvantages.

Pros of EMI Scheme

EMI schemes have helped companies and employees in a lot of ways. There are so many advantages of the EMI scheme, such as:

• With an EMI option, you can buy pricey products directly off the shelf, even if you don’t have the money to pay for them right now. For example, if you’re a salaried individual, an EMI option with your loan makes it easier to buy your ideal home or car than a lump sum payment.
• EMIs can assist you in purchasing pricey household items, a vehicle, gifts, or even a home. The total sum is divided into monthly installments by your lender, and you pay it off in manageable pieces.
• The EMI option gives you a fixed monthly loan repayment amount over the loan’s repayment period, allowing you to make other investments and spending’s elsewhere.
• You can use EMI calculators to calculate your monthly outflow based on the principal amount, interest rate charged, and time horizon. Using your income to prepare for additional expenses and investments is simple.
• A number of banks and financial organizations now provide flexible EMI options. Depending on your financial situation and income, the lender allows you to choose the amount per emi or the payment length.
• The EMI is transferred directly to the lender, eliminating the need for multiple companies to handle your payments.

Cons of EMI Scheme

As every coin has two sides, the Emi scheme also has many drawbacks that can lead the borrower under debt for a long time. Here are some of the disadvantages of the EMI scheme:

• There is a long period for repaying the debt, so it lingers on, and you are under pressure to clear the dues. Emails are designed to significantly extend the loan period, leading to you carrying the debt for longer.
• There is a higher rate for repayment. Let’s say you want to buy a smartphone today for $3,000. Choosing EMI will result in you paying more than the cost at the end of your payback period. The interest charged by the institution for the usage of their funds is reflected in the excess amount.
• Prepayment penalty: Even if you have the cash on hand to pay off the loan before the term is up, most EMI plans will charge you a prepayment penalty of 2% to 3% of the principal amount.
• For a consumer, missing EMI or defaulting on payments might have serious consequences. If you consistently miss on payments on a home loan or a car loan, your lender has the legal right to repossess the mortgaged asset.
• Missing EMI payments will also lower your credit score.
• In addition to the interest rate, banking institutions may charge a processing fee if you choose an EMI scheme.

Why is valuing an EMI option important?

EMI options have remained a popular choice for equity participation over the years, primarily due to the readiness of HMRC Share Valuation to agree on the market value of unquoted shares when granting the option before the award is given. This advantage sets EMI options apart from other forms of equity participation.

A share option agreement grants someone the legal right to purchase a company’s shares at a specified price in the future. If the company’s value rises over time, the option holder could earn handsomely when they sell their shares, making options a valuable tool for organizations looking to motivate essential staff. Early-stage entrepreneurial organizations that can give share options to assist them to hire excellent employees are highly fond of option schemes.

Many more established organizations also use option systems to attract and retain essential employees. When offered in addition to the regular compensation package, the opportunity to buy shares, become a stakeholder, and benefit from the company’s success alongside the owners is a tremendous motivator. There are no cash costs associated with share options.

How are EMI share options taxed?

The EMI was created in 2000 to help developing organizations attract and retain essential personnel and compensate those people for taking the risk of working for them. The key tax benefit of an EMI scheme is that employees do not have to pay income tax on the market value of any shares or options that are awarded to them.

Employees who are awarded options under an approved EMI are only subject to a 10% capital gains tax on the increase in value over what they paid for the shares the option’s ‘exercise price’, as long as that price is at or above the market valuation of the shares on the date the options are granted. As part of the procedure, this value is agreed upon in advance with HMRC.

Understand HMRC Valuation For EMI Options

The tax authority of the United Kingdom is known as Her Majesty’s Revenue and Customs (HMRC). The agency, officially known as Her Majesty’s Revenue Services, is in charge of collecting taxes, disbursing child benefits, enforcing tax and customs regulations, and ensuring that employers pay the minimum wage.

Receiving this appraisal has two major advantages:

• At the time of exercise, the recipients of the options are confident in their value.
• Employees (and the firm) can expect some predictability in terms of their tax treatment in the future, as long as all necessary criteria and regulations are followed.

How does EMI valuation work?

An Enterprise Management Incentive (“EMI”) scheme is a tax-efficient employee share plan available to most trading businesses that allow employers to award share options to important employees as a reward for their performance inside the company and/or to retain and incentivize key employees. A share option agreement gives someone the legal right to purchase a company’s shares in the future at a certain price. The key tax benefit of an EMI scheme is that employees do not have to pay income tax on the market value of any shares or options that are awarded to them.

• No negotiation with HMRC – An unexercised EMI option will cease to be qualifying if certain circumstances occur before the option is exercised, which are referred to as disqualifying events in the statute. If a disqualifying event occurs, the employee can keep the tax benefits if they exercise the option within 92 days of the event.
• With negotiation with HMRC – If you cannot pay your taxes on time, you can work out a Time to Pay arrangement with HMRC. This arrangement is a tax debt repayment plan. You and HMRC have agreed to give you more time to pay corporation tax to your firms.

How does the value of EMI share options change?

The value of EMI share options are changed due to the following factors :

• Unrestricted Market Value (UMV) – This calculates the value of all shares as if they had no limitations and could be purchased and sold at the current market price. This number is used to determine the maximum number of options that can be given to an individual (£250,000) or a company (£3 million).
• Actual Market Value (AMV) –  It is unlikely that this will be greater than the UMV, but it might be much lower. This is because any EMI shares offered will make up a small percentage of the company’s total stock and may not be ready for sale at the time of exercise. When shares are exercised, the AMV is utilized to determine the income tax.

HMRC is responsible for collecting taxes, disbursing child benefits, enforcing tax and customs regulations, and ensuring employers pay the minimum wage. Receiving an appraisal for options has the advantage that the recipients can be confident in their value during exercise. At the same time, Employees and the firm can expect some predictability in terms of their tax treatment in the future.

How does HMRC help adjust the value?

The tax authority of the United Kingdom is known as Her Majesty’s Revenue and Customs (HMRC). The agency, officially known as Her Majesty’s Revenue Services, is in charge of collecting taxes, disbursing child benefits, enforcing tax and customs regulations, and ensuring that employers pay the minimum wage. During the tax year, an employee’s tax code may change. When a tax code changes, HMRC will normally send a notification. When an employee starts or stops receiving a taxable benefit, their tax-free income (personal allowance) rises or falls.

The tax treatment of EMI options is determined by whether the exercise price is less than the shares’ unrestricted tax market value on the grant date. Before the EMI options are given, it is always worth negotiating and settling on the tax market value of the EMI shares with HMRC. Negotiating before the business rises in value will yield a better result for the employees and provide certainty about their tax liability. To ensure tax certainty, it’s a good idea to agree on a valuation with HMRC’s share valuation advanced approval service. As a result, the chances of the options being overvalued are reduced.

How does the HMRC valuation report work?

Getting an agreed-upon valuation from HMRC can take anywhere from 2-4 weeks, depending on whether you submit by email or by post. The first step is to obtain a valuation study for your business. The valuation report provides two values-unrestricted market value and actual market value:

• Unrestricted Market Value (UMV) – This calculates the value of all shares as if they had no limitations and could be purchased and sold at the current market price. This number is used to determine the maximum number of options that can be given to an individual (£250,000) or a company (£3 million).
• Actual Market Value (AMV) – It is unlikely that this will be greater than the UMV, but it might be much lower. This is because any EMI shares offered will make up a small percentage of the company’s total stock and may not be ready for sale at the time of exercise. When shares are exercised, the AMV is utilized to determine the income tax.

EMI valuation report example

HMRC has authorized an EMI value report, which shows the total number of shares on which options are issued. A list of employees and the number of options for each is also included in the text of the valuation report. When options are granted and then exercised over the employing company’s shares, EMI is an HMRC-approved employee share option system that provides significant tax benefits to both the employee and the employer.

Example

Let’s say there is a company called Venden Manufacturing, which manufactures furniture items. In this company, there are three significant full-time employees: Jane, Jose, and Mike. Also, all of the shares in Venden Manufacturing are owned by members of a family (in this example, the Dela Cruz family).

The Dela Cruz family wants to expand the business in order to sell it on the open market. Their accountants encourage them to offer EMI choices. As a result, the Board decided to provide the three important staff stock options with this in mind.

HMRC’s Shares & Assets Valuation receives a VAL231 share valuation clearance application from the company. Employee shareholder restrictions are included in the newly modified Articles of Association, which are included in the application. It also contains a share. According to the valuation study, the entire company is valued at £100 per share. The shares to be distributed 3% of the diluted share capital is placed under the EMI option to Jane, Jose, and Mike, offering 1% to each of the critical staff HMRC has agreed to a settlement with the company.

A 75% discount is applied to the entire company’s value to reflect small, uninfluential minority holdings. It suggests a £25 unconstrained market value for EMI shares, and a £22.50 is the maximum market value.

Validity of EMI valuation issued by HMRC

EMI valuation agreement letters issued by HMRC on or after 1 December 2022 will only be valid for 90 days. This is a change from the previous extension, but any letters issued by HMRC before 1 December 2022 will remain valid for 120 days, even if the deadline falls after the new expiration date.

Working with experts like Eqvista helps to ensure that EMI options are granted within the prescribed periods, as it helps avoid any issues related to changes in the agreement period.

UK EMI valuation vs. U.S. 409a valuation

The grant price is the main distinction between U.S. ISOs and UK EMIs. EMIs are frequently issued at nominal prices, such as £0.0001, but stock options in the United States must be granted at fair market value. Stock options can have their fair market value determined by a formal valuation by an independent appraiser, whereas EMIs must be submitted and approved by HMRC. 409A valuations are valid for one year from the valuation date or for a shorter period if there has been a significant event, such as a new investment round. Within 92 days of receiving the award, EMIs must be reported to HMRC.

Maximize Your Company’s Value with Eqvista’s HMRC Valuation

It’s crucial to work with experts to ensure that any EMI options are granted within the prescriptive periods and to avoid any issues related to the change in the agreement period.

Valuing shares can be subjective, and seeking professional help is always best. If you need assistance with your current EMI scheme or want to implement a share incentive scheme, please don’t hesitate to contact us. We,Eqvista, are happy to discuss your options and provide guidance to help you make the best decisions for your business.