Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Enterprise definition

What does Enterprise mean? In legal practice, enterprise refers to the economic activities of a business, or a discrete part of those activities, that can operate as a going concern. In UK merger control and market investigations, the Enterprise Act 2002 defines enterprise as the activities, or part of the activities, of a business. The Competition and Markets Authority (CMA) asks whether two or more enterprises cease to be distinct, which can occur through a share acquisition or an asset purchase that brings together a functioning business unit (for example, staff, systems, contracts, goodwill and customer relationships). The analysis focuses on activities rather than...

Enterprise Management Incentives (EMI) share options: UK eligibility, option/share requirements, HMRC assurance and reporting, tax treatment (income tax, NICs, CGT/BADR), disqualifying events and takeovers, with 2026–2027 updates

Published by a LexisNexis Share Incentives expert

Practice notes

Introduction to EMI schemes

The enterprise management incentives (EMI) scheme is a highly adaptable and tax-efficient arrangement created for small/medium-sized companies. Among the share option routes available to businesses, EMIs are among the most widely adopted. Chosen employees receive an option to acquire company shares at a set price, should they decide to proceed and exercise the option. Commonly—but not always—the exercise price mirrors the market value of the shares at the point the EMI option is granted. There is no requirement for an employee to exercise the option. Although EMIs can deliver significant tax efficiency when implemented correctly, the rules to qualify to grant, and to be granted, EMI options are notably strict.

This Practice Note outlines the eligibility conditions for EMIs. For fuller guidance, see Practice Notes:

EMIs—qualifying companies
EMIs—trading activities
EMIs—what makes an employee eligible?
EMIs—requirements for options

See Flowcharts: EMI scheme—flowchart to determine company's eligibility and EMI scheme—flowchart to determine employee's eligibility. See: EMI options—checklist to determine whether a company and its employees qualify. See Precedent: Enterprise management incentives (EMI) qualification questionnaire...

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Web page updated on 21/05/2026

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