Understanding the HMRC valuation process for EMI option shares

One of the benefits of an EMI options scheme is that your business can receive an agreed-upon valuation of its shares from HMRC ahead of granting options to its employees.

Receiving this valuation has two major benefits:

  1. Recipients of the options are confident of their value at the time of exercise.
  2. Employees (and the company itself) have some certainty regarding their tax treatment going forward, so long as all due criteria and processes are followed.

Getting a valuation agreed upon by HMRC will typically take 2-4 weeks from date of submission, depending on whether you submit by email or post.

The first step is to get a valuation report carried out for your company. You can either do this yourself, ask your accountant to do it, or Vestd can help you through this process.

Your valuation report must provide two values:

  1. Unrestricted Market Value (UMV): This values all the shares as if they had no restrictions and could easily be bought and sold at the prevailing worth of the company at the time. This figure is used to calculate the maximum amount of options allowable to be granted to an individual (£250,000) or by the company (£3m).
  2. Actual Market Value (AMV): This will not be higher than the UMV, but may be significantly lower. This is because any shares offered via an EMI will make up a small proportion of the company's total equity, and may not be ready for sale on exercise. The AMV is used to set the income tax point for the shares when they are exercised.

Once you have a valuation report with your proposed UMV and AMV, it should be submitted to HMRC along with the VAL231 online form. Remember to sign the VAL231 form or it will be rejected. You can download the form as a PDF here.

The fastest way to submit to the HMRC is to email a completed copy of the VAL231 form along with your valuation report to savexternal.mailbox@hmrc.gsi.gov.uk.

You may also submit by post by writing to:

Shares and Assets Valuation
HM Revenue and Customs
BX9 1BJ

Note that you do not need to include a street or city name when contacting the HMRC at this address. If you send by post, you may wish to do so by recorded or special delivery by way of record.

EMI valuations will usually be valid for 60 days from the date of the agreement letter back from HMRC. This can sometimes be extended by a month or more by calling the Shares and Assets Valuation department (SAV) at 0300 123 1082. You may also write to them at the address above to request an extension.

Changes in the valuation of your options

The valuations of your EMI options, and any extensions agreed with the SAV, hold for the company unless there is a significant event.

Significant events include, but are not limited to:

  • Any change, either completed or actively contemplated, in the share or loan capital of your company.
  • Any arm’s length transaction, either completed or actively contemplated, involving shares of your company.
  • Negotiations or preparations for a company flotation or takeover.
  • Any declaration of a dividend on any class of shares in your company.
  • Your company's publication of any new financial information, like annual account reports, interim results, or another financial announcement.

After a significant event, you must reapply with HMRC to have your shares re-valued before issuing further options. You can do so by following the same process as you would for a first-time valuation.

Either email a completed copy of your updated VAL231 form along with a new valuation report to savexternal.mailbox@hmrc.gsi.gov.uk, or submit the updated documents via post by writing to:

Shares and Assets Valuation
HM Revenue and Customs
BX9 1BJ

Receiving an updated valuation from HMRC will typically take 2-4 weeks from date of submission.

A change in your valuation doesn't impact any options already granted to employees, but it does impact any new grant of options and their stated UMV and AMV.

For more information on receiving a valuation for your EMI options, including details on corresponding with the SAV in the event of questions or complaints, please see this page on the GOV.UK website.

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