What is HMRC SAV? A guide to Shares and Assets Valuation
Who SAV are, when they get involved, and how they review unquoted share valuations for UK tax purposes.
Who SAV are and where they sit in HMRC
HMRC's Shares and Assets Valuation team - universally referred to as SAV - is the specialist unit inside HMRC responsible for agreeing or challenging the value of unquoted shares, goodwill, intellectual property and other unlisted assets when they appear in a UK tax filing.
SAV is not a frontline compliance team. It sits behind the inspectors, the personal tax teams and the EMI desk, and is brought in whenever a value reported on a tax return or share scheme submission needs an expert opinion. SAV reviewers are valuation specialists - typically chartered accountants or chartered surveyors with deep experience of unquoted UK SMEs.
Crucially, SAV does not value shares itself. It reviews the valuation submitted by the company or its advisor and decides whether to agree it, push back, or propose an alternative. The burden of producing a defensible number sits with the taxpayer.
When SAV gets involved
SAV reviews share valuations across most of the UK tax code. The most common triggers:
| Trigger | What SAV reviews | Statutory basis |
|---|---|---|
| EMI option grant | UMV and AMV on VAL231 before grant | ITEPA 2003, Schedule 5 |
| Direct share award to an employee | Value reported as employment income | ITEPA 2003, Part 7 |
| Section 431 election | Unrestricted value used as the income tax base | ITEPA 2003, s.431 |
| Annual ERS return | Reported acquisition and exercise values | ITEPA 2003, Part 7, Chapter 5 |
| Post-Transaction Valuation Check (PTVC, CG34) | Capital gains value after a disposal | TCGA 1992 |
| Inheritance tax on unquoted shares | Value at date of death or gift | IHTA 1984, s.160 |
| Probate of an estate holding unquoted shares | Value at date of death | IHTA 1984, s.160 |
| Share-for-share exchanges, demergers, reorganisations | Value of consideration shares | TCGA 1992, s.135 |
| Employee Ownership Trust (EOT) sale | Value supporting the trustee's purchase | IHTA 1984, Schedule 4 |
Two patterns are worth noting:
- EMI is the most frequent trigger - SAV reviews thousands of VAL231 submissions a year. The process is standardised and (when the report is well prepared) quick.
- PTVC and IHT cases are reviewed in much more depth - the values flow directly into a tax liability rather than into a tax-advantaged scheme, so SAV applies more pressure on methodology and evidence.
What SAV actually does on each file
SAV's review is structured. A reviewer working an EMI file will, in order:
- Check the form - confirm VAL231 is complete and consistent with the share class structure on Companies House
- Check the methodology - is the chosen valuation approach (multiples, DCF, NAV, option pricing) appropriate for the company's stage and sector?
- Test the evidence - are the comparable multiples genuinely comparable? Is the funding-round backsolve from a credible round?
- Read the articles - do the restrictions cited in the AMV discount actually exist in the articles or shareholders' agreement?
- Assess the discount - is the AMV discount within the range a hypothetical third-party buyer would apply?
- Cross-check - is the result consistent with other EMI valuations agreed by SAV for comparable companies?
If the report answers all of these clearly, SAV agrees the value. If any step is missing or weak, SAV writes back with questions.
How long the SAV process takes
Indicative timelines for the most common workflows:
| Submission type | Typical SAV turnaround | Notes |
|---|---|---|
| EMI VAL231 - clean submission | 2 to 4 weeks | Most well-prepared submissions are agreed at first pass |
| EMI VAL231 - queries raised | 6 to 12 weeks | Each round of correspondence adds 2 to 4 weeks |
| Post-Transaction Valuation Check (CG34) | 3 to 6 months | More detailed review, often multiple rounds |
| IHT / probate valuation | 3 to 9 months | Driven by the estate's progress through probate as much as by SAV |
| Section 431 / ERS reasonable enquiry | 4 to 12 weeks | Frequency increased materially since the ERS digital return |
Two facts matter for planning:
- EMI agreement is valid for 90 days. A grant must be made within 90 days of SAV's agreement, or the valuation has to be re-submitted.
- SAV does not work to a published SLA. The timelines above are practitioner experience, not a service standard.
What SAV pushes back on most often
Across the EMI, ERS and PTVC files we see, the recurring challenge points are remarkably consistent:
| Challenge point | What SAV expects |
|---|---|
| Multiples sourced from large listed comparables without a size adjustment | A documented size discount, ideally cross-checked against recent SME M&A data |
| Funding round backsolves with no waterfall workings | A current-value method or option-pricing waterfall showing how the Preference price translates to Ordinary |
| AMV discounts above 20% with no restriction-by-restriction analysis | A line-by-line breakdown of which clause drives which percentage point |
| DLOM stacked on top of an AMV discount | A clear explanation of how DLOM and AMV are kept separate, with no double counting |
| Valuations re-used from prior years | A fresh derivation against current multiples, current articles and current management accounts |
| Forecast-heavy DCF for early-stage businesses | A sanity check against multiples and/or a recent round; DCF alone is rarely accepted for SMEs |
The pattern is simple: SAV expects the valuer to demonstrate, not assert. A defensible report shows the working.
How to prepare a SAV-ready report
A report that gets agreed quickly tends to have the same building blocks:
- Executive summary with both UMV and AMV per share, the valuation date, and the methodology used
- Company overview - what it does, stage, financial profile, share class structure
- Methodology selection - which methods were considered and why the chosen method is appropriate
- Evidence base - comparable transactions or multiples, with source and date for each
- Workings - the actual calculation, not just the result
- Articles and SHA review - explicit list of the restrictions analysed
- AMV bridge - how UMV is adjusted into AMV, restriction by restriction
- Sensitivity - what the value would be under reasonable alternative assumptions
- Conclusion - the value put forward, signed off
SAV does not require any particular template, but a report that omits any of the above is far more likely to come back with questions.
When SAV will not engage
SAV reviews valuations submitted in the context of a specific UK tax event. It does not:
- Provide informal opinions on value outside a live submission
- Pre-clear methodologies before a deal completes
- Engage with valuations prepared for purely commercial purposes (shareholder buy-ins, internal share transfers without a tax filing, fundraising)
- Re-open agreed valuations unless new evidence comes to light
For commercial valuations, no SAV engagement is needed - or available. SAV becomes relevant only when the number you have agreed commercially has to land in a tax return.
FAQ
Related guides
- What is VAL231? - the EMI form SAV reviews
- UMV vs AMV explained - the two values SAV expects on every employment-related submission
- EMI valuation guide - how the EMI submission is built end-to-end
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See pricingRelated concepts
Key terms used throughout this guide, defined in the Optival glossary.
- HMRC Shares and Assets Valuation (HMRC SAV, SAV)
- Specialist HMRC team that reviews unquoted share valuations for UK tax purposes - EMI, CGT, IHT and employment-related securities.
- VAL231
- HMRC form used to agree the market value of shares granted under an EMI option scheme. Submitted before grant, valid for 90 days once agreed.
- Unrestricted Market Value (UMV)
- Value of a share ignoring any restrictions imposed by the articles or shareholders' agreement. Reported alongside AMV on VAL231 and the annual ERS return.
- Actual Market Value (AMV)
- Value of a share reflecting the restrictions that actually apply. The AMV is the floor that an EMI exercise price must meet or exceed.
- Enterprise Management Incentives (EMI, EMI Options)
- UK tax-advantaged share option scheme for qualifying companies and employees, requiring an HMRC-agreed market value at grant.
Related guides
What is VAL231? Complete guide
The HMRC form used to agree EMI share values - when to submit, who reviews it, how long it is valid, and how to get it right first time.
HMRCUMV vs AMV Explained: Why HMRC Requires Both Values
The two values that appear on every UK employment-related share valuation - what each means, when they diverge, and how HMRC reviews the gap.
HMRCSection 431 Election: The Complete UK Guide
The 14-day ITEPA election that converts future growth on restricted shares from employment income into capital gain - when it applies, how it works, and how UMV is set.