Optival prepares independent EMI share valuations for UK SMEs implementing or refreshing an Enterprise Management Incentive scheme. Our reports are designed to support the advance agreement process with HMRC, giving founders and finance teams confidence that the share price used for option grants is well supported and clearly documented. Fixed fee £1,200 + VAT, agreed in writing before any work starts.
What is the EMI scheme?
The Enterprise Management Incentive (EMI) is a UK government-backed share option scheme that allows qualifying companies to grant tax-advantaged share options to employees. Provided the conditions are met, employees can acquire shares with no income tax or National Insurance on the gain at exercise, and benefit from Business Asset Disposal Relief on eventual sale. EMI is one of the most powerful tools available to UK SMEs to attract, retain and reward key talent.
Why advance HMRC agreement is recommended
Advance agreement of the unrestricted market value (UMV) and actual market value (AMV) of the shares with HMRC is not legally mandatory, but it is widely regarded as best practice. Once HMRC agrees the valuation, the company has a 90-day window in which to grant options at that agreed price with certainty over the tax treatment. This removes a major source of uncertainty for both the company and the option holders, and avoids disputes later if the company is sold or refinanced.
What Optival prepares and submits
- Independent valuation report setting out the methodology, comparables and assumptions
- Calculation of both unrestricted market value (UMV) and actual market value (AMV), reflecting any restrictions on the shares
- Completion of the VAL231 form for submission to HMRC's Shares and Assets Valuation team
- Liaison with HMRC during the review process and response to any queries raised
Why founders choose Optival for EMI valuations
- EMI specialists - we prepare HMRC-facing valuations regularly and understand what the Shares and Assets Valuation team expects to see
- Both UMV and AMV calculated - including a clear explanation of any discounts applied for restrictions on the shares
- Full VAL231 support - we draft and submit the form with the supporting valuation report, and respond to HMRC queries
- Fixed fee £1,200 + VAT - agreed upfront with no hourly billing
- Transparent scope - confirmed in writing before any work starts
- Independent and conflict-free - focused purely on the valuation, not selling other services around it
Who we work with on EMI valuations
We support founders and finance teams of UK SMEs implementing or refreshing an EMI scheme, as well as the solicitors and accountants advising them. Typical clients are growing private companies - often venture-backed or owner-managed - that want to use EMI options to attract and retain key employees, and need a robust UMV/AMV valuation agreed in advance with HMRC before granting options.
Frequently asked questions
What is an EMI share valuation?
An EMI share valuation establishes the unrestricted market value (UMV) and actual market value (AMV) of a company's shares for the purpose of granting tax-advantaged share options under the Enterprise Management Incentive scheme. The valuation is documented in a report and typically submitted to HMRC for advance agreement.
Does HMRC need to approve my EMI valuation?
Advance agreement is not legally mandatory, but it is widely regarded as best practice. Once HMRC agrees the valuation, the company has 90 days to grant options at the agreed price with certainty over the tax treatment, removing a major source of uncertainty for the company and its option holders.
How long does an EMI valuation take?
Optival typically prepares the EMI valuation report within an agreed timeline confirmed at engagement. HMRC's review of the VAL231 submission usually takes a further few weeks, depending on their current workload.
What is the difference between UMV and AMV in an EMI valuation?
The unrestricted market value (UMV) is the value of the shares assuming they have no restrictions attached. The actual market value (AMV) reflects any restrictions on the shares - such as transfer restrictions or forfeiture provisions in the articles or shareholders' agreement - and is typically lower than UMV. The AMV is used to set the option exercise price; the UMV is used to test against the EMI individual and overall option limits.