One of the benefits of EMI is that you can still get an agreed valuation from HMRC ahead of granting the options. This means that the recipients of the options (and the company itself) have some certainty regarding tax treatment going forward - so long as all due criteria and processes are followed.
Getting a valuation agreed by HMRC will typically take 2-4 weeks from date of submission, depending on whether you submit by email or post. The valuation 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 SAV, or by writing to them (email or post) and seeking an extension (SAV contact details).
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 we can help you through the process.
The valuation report must provide two values:
- Unrestricted Market Value (UMV), which 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).
- Actual Market Value (AMV), which will not be higher than the UMV, but may be significantly lower as (for example) any shares offered via EMI will make up a small proportion of the company's total equity, and may not be readily saleable on exercise. The AMV is used to set the income tax point for the shares when they are exercised.
This information is then submitted to HMRC along with the VAL231 online form (https://www.gov.uk/government/publications/asset-valuation-request-for-a-share-valuation-val231). The best way to do this is to fill the VAL231 form in online, download the pdf, print it out, sign it, and then email it along with the valuation report to:
These valuations (and any extensions agreed with the SAV) hold for the company unless there is a Significant Event which includes (but isn’t limited to):
- any change (completed or actively contemplated) in the share or loan capital of the company
- any arm’s length transaction (completed or actively contemplated) involving shares of the company (eg a cash investment)
- negotiations or preparations for a flotation or takeover
- any declaration of a dividend on any class of shares in the company
- the publication by the company of any new financial information, for example, the annual accounts or interim results or announcement
You only need to tell HMRC about a significant event when you next need a valuation. After a significant event, you must reapply to have your shares valued. This doesn't impact any options already granted, but does impact any new grant of options.
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