Company secretarial
Keep the share record and routine filings accurate.
View serviceAdvisory
Grant EMI options at a value HMRC has agreed
We check eligibility, value your shares, submit form VAL231 to HMRC and secure agreement before options are granted, so the exercise price holds.
Definition of the work
The valuation supports the tax treatment of employee options
An EMI option scheme needs a defensible market value and careful alignment between the valuation, option terms and grant date.
We prepare the valuation using an appropriate method, submit it to HMRC's Shares and Assets Valuation team on form VAL231 and handle their questions until the value is agreed.
- Company and employee eligibility checks
- Unrestricted and actual market value calculation
- HMRC valuation submission and liaison
What it produces
One clear output you can use
EMI valuation summaryProposed grant
Enterprise value£2.4m
Actual market value per share£1.18Position checked
Unrestricted market value per share£1.46
Valuation submissionWith Smith & Johnson
Valuation signed before submission to HMRC Shares and Assets Valuation.
A worked example with illustrative figures.
How it works
From eligibility check to agreed value in five steps
Eligibility check
We confirm the company and each employee qualify before any value is proposed, against the limits in force at the grant date.
AMV and UMV calculation
We calculate the actual market value and the unrestricted market value of the option shares, with the evidence behind each figure.
VAL231 submission
We submit form VAL231 to HMRC's Shares and Assets Valuation team once the company is ready to grant. We answer their questions until the value is agreed.
Agreement letter
HMRC confirms the agreed values in writing. You keep the letter with the option records.
Grant within 90 days
An agreed value is valid for 90 days from the date of agreement, provided nothing changes that affects the share value. Options are granted inside that window.
Key facts
The larger EMI limits your company can now use
| Limit | From 6 April 2026 | Before 6 April 2026 |
|---|---|---|
| Value of unexercised company options | £6 million | £3 million |
| Company gross assets | £120 million | £30 million |
| Employees | 500 | 250 |
| Maximum exercise period | 15 years | 10 years |
| Options per employee (over 3 years) | £250,000 | £250,000 (unchanged) |
Source: gov.uk, checked 25 September 2026. Options granted on or after 6 April 2024 must be notified to HMRC by 6 July after the end of the tax year of grant.
Key facts
Two values, both agreed before the grant
| Actual market value (AMV) | Unrestricted market value (UMV) | |
|---|---|---|
| What it values | The shares as they are, with their restrictions reflected | The same shares valued ignoring those restrictions |
| On form VAL231 | Proposed to HMRC | Proposed to HMRC |
| HMRC reference | Shares and Assets Valuation Manual SVM110050 | Shares and Assets Valuation Manual SVM109040 |
Questions
EMI valuation questions answered
What is an EMI valuation?
It is a valuation of the shares under an Enterprise Management Incentive option, prepared before the options are granted. It sets the market value the exercise price is measured against, which is what protects the tax treatment of the option.
What is form VAL231?
VAL231 is HMRC's form for asking its Shares and Assets Valuation team to check an EMI valuation. It proposes both the actual market value and the unrestricted market value of the shares under option.
What is the difference between AMV and UMV?
Actual market value is the value of the shares with their restrictions taken into account. Unrestricted market value is the value ignoring those restrictions. HMRC considers both when they are submitted together on VAL231.
How long does an agreed EMI value last?
HMRC treats an agreed EMI valuation as valid for 90 days from the date of agreement, as long as nothing happens in that time that affects the value of the shares.
What happens if the 90 days lapse before options are granted?
The agreement no longer applies. HMRC requires a fresh application on a newly completed VAL231, so we update the valuation and submit it again.
Is HMRC agreement required before granting EMI options?
No. HMRC describes agreement as a voluntary service and options can be granted without it. Agreeing the value first means the exercise price rests on a figure HMRC has already accepted.
Boundaries
What this does not include
- Option agreement drafting is legal work and is not included. This is covered under Company secretarial.
- Annual company accounts are not part of the valuation. This is covered under Accounts and corporation tax.
- Wider owner tax planning is not included. This is covered under Tax planning.