Enterprise Management IncentivesA guide for employees， employers and advisersThis guidance aims to take you through the qualifying requirements for Enterprise Management Incentives (EMIs) It is divided into sections which explain each part of the legislation contained in Schedule 5 Income Tax (Earnings and Pensions) Act Detailed points are covered in a question and answer It also explains some key terms Unless otherwise stated， the statutory references in this guidance are to the Income Tax (Earnings and Pensions) Act 2003， and the abbreviations ITEPA 2003 and Sch 5 have been used Remember that if you grant EMI options you may also have to consider other laws and For example， there may be company law and regulatory requirements to comply Such matters are not covered in this guide so you should consider whether you need to take relevant professional The information contained here is for guidance EMI options must at all times comply with the provisions of Schedule 5 ITEPA What’s in this guidance * What are Enterprise Management Incentives (EMIs)? * How EMIs work * Qualifying companies * What makes an employee eligible? * About the options * Notification of grants of options * Income tax and National Insurance contributions * Capital gains tax * What happens when a company reorganises? * Useful contacts * EMI terms explainedWhat are Enterprise Management Incentives (EMIs)?EMIs are tax advantaged share They are designed to help small， higher risk companies recruit and retain employees who have the skills to help them grow and They are also a way of rewarding employees for taking a risk by investing their time and skills to help small companies achieve their How EMIs workTax advantaged share options with a market value of up to £100，000 may be granted to a qualifying employee of a qualifying company， subject to a total share value of £3 million under EMI options to all The shares must be in an independent trading company that has gross assets of no more than £30 The grant of the option is tax-free and there will normally be no tax or National Insurance contributions (NICs) for the employee to pay when the option is There will normally be no NICs charge for the If the shares are sold at a gain， any capital gains tax (CGT) charge may be reduced because taper relief will normally start from the date that the option is The employer must notify HMRC of an award of EMI options within 92 days of the grant of the Throughout this guidance all references to employer are to the employing How companies qualify for EMIFor companies to qualify they must have maximum gross assets of no more than £30 million; for groups， this applies to the assets of the group as a The company whose shares are the subject of the option must be independent， and the company or group must be Companies carrying on certain trades will not There is more detail on qualifying How options qualify for tax relief under EMIIf an option is to qualify for tax relief: * the option has to be notified to HMRC in time and as required * the company whose shares are under option has to be a qualifying company * the type of share under option has to qualify * the employee has to be eligible * the terms of the option have to What makes an employee eligibleTo qualify for EMI an employee has to be employed by the company whose shares are the subject of the option， or by a An employee must spend at least 25 hours a week working for the company or the If his hours are shorter， he must spend at least 75% of his working time working as an employee for the company or There are more details on employee How EMIs workThis section outlines the main requirements for options to qualify under EMI， they are: * the purpose of the option * the maximum entitlement of the employee and * the overall limit on options to be granted by the The purpose of the optionThe options must be granted for commercial reasons to recruit or retain employees in a company， and not as part of an arrangement one of the main purposes of which is to avoid (Para 4 Sch 5)Can a company cancel existing options and replace them with EMI options?If the option is granted to recruit or retain employees the purpose test is This will depend on the facts and all the Maximum entitlementNo employee may hold unexercised qualifying EMI options with a market value of more than £100， The market value is taken at the date of The value to be used is the unrestricted market value， that is， the value of shares under option without taking into account any restrictions or the risk of forfeitureIf an option granted to an employee causes the £100，000 limit to be exceeded， the excess will not qualify as an EMI Are there limits on the number of qualifying options that an employee may be Granted within a particular period?Y Once an employee has been granted EMI， or EMI and Company Share Option Plan (CSOP) options up to the £100，000 limit， he must wait until 3 years after the last of these options was granted before he can be granted any more EMI qualifying options， even if he has exercised or released some of the He can then be granted further EMI options to the extent that any other EMI or CSOP options then held by him are below the £100，000 (Para 6 Sch 5)How are shares valued for the purposes of the £100，000 limit?The market value of any shares for this purpose is the price they might reasonably be expected to fetch on the open market， free from any restrictions or risk of forfeiture to which they may be If the shares under option are quoted on the London Stock Exchange， the market value is based on the prices on the Stock Exchange’s Daily Official L If shares are not quoted on the London Stock Exchange， the company may offer its own In that case， HMRC may enquire into the Alternatively， the company can ask HMRC Shares and Assets Valuation (SAV) to agree a valuation with them before the option is granted or whenever a valuation is Companies， or advisers， may find this If the exercise of the option is subject to performance conditions will this affect the determination of market value?N Performance conditions are not taken into account when determining the market value of the shares under Is there a limit on the number of employees who may hold EMI options?N Any number of employees may hold EMI options in a company or group， subject to a maximum of £3 million as the total value of shares under EMI option in a Qualifying CompaniesThis section sets out the conditions a company has to meet to qualify for EMI， they are: * independence * having only qualifying subsidiaries (including qualifying property managing subsidiaries after 17 March 2004) * gross assets * trading The requirements that companies have to meet for options to qualify under EMI are similar to the requirements for the Enterprise Investment Scheme， the Corporate Venturing Scheme and Venture Capital T However， both quoted and unquoted companies can qualify for EMIIndependenceA company whose shares are subject to EMI options must not be: * a 51% subsidiary (more than 50% of its ordinary share capital owned by another company)， or * controlled by another company (or another company and persons connected with it)Arrangements must not exist which could result in the company becoming a 51% subsidiary or otherwise being (Para 9 Sch 5)Control in this context means the power of one company to ensure that the affairs of another company whose shares are subject to EMI option are conducted in accordance with that company’s This may be through share ownership， voting power， or because of any powers conferred by Articles of Association or other Qualifying subsidiaries (before 17 March 2004)For options granted before 17 March 2004， all of a company’s subsidiaries must be qualifying That is， the company whose shares are subject to EMI options must: * possess， directly or indirectly， at least 75% of the share capital and the voting power of the subsidiary * be entitled to receive at least 75% of the assets of the subsidiary， in the event of a winding up or in any other circumstances， if they were all distributed * be entitled to at least 75% of profits of the subsidiary available for distribution to No other person must be able to control the subsidiary (control having the same meaning as it has for the independence )There must be no arrangements in existence by virtue of which any of these conditions would cease to be If a subsidiary company itself has subsidiaries， shares will not qualify to be used in an EMI option unless all these subsidiaries are also qualifying subsidiaries， as defined Example 1Company A has a 75% shareholding in subsidiary company B， and the same % rights to votes， assets and Company B is therefore a qualifying Company B has a 75% shareholding in subsidiary company C， and the same % rights to votes， assets and Company C it also therefore a qualifying Company A meets the EMI requirements in relation to its Example 2Company X has a 75% shareholding in subsidiary company Y， and the same % rights to votes， assets and Company Y is therefore a qualifying Company X also has a 60% shareholding in subsidiary company Z， and the same % rights to votes， assets and Company Z is not a qualifying Company X therefore fails to meets the EMI requirements， as not all of its subsidiaries are qualifying Qualifying subsidiaries (after 17 March 2004)For options granted on or after 17 March 2004 all of a company’s subsidiaries must be qualifying That is， the company whose shares are subject to EMI options must hold， directly or indirectly， more than 50% of the share capital of the (Para 11(2) Sch 5)No other person must be able to control the subsidiary (control having the same meaning as it has for the independence )There must be no arrangements in existence by virtue of which any of these conditions would cease to be There is a further requirement if the company has subsidiaries that manage Qualifying property managing subsidiariesFor options granted on or after 17 March 2004， a company will not qualify if it has a property managing subsidiary which is not a 90% subsidiary of the (Para 11A(1) Sch 5)A property managing company is one whose business consists wholly or mainly in the holding of managing of land， buildings or interest in To be a qualifying property managing subsidiary， the company whose shares are subject to EMI options must: * possess， directly， at least 90% of the issued share capital and the voting power in the subsidiary * be entitled to receive at least 90% of the assets of the subsidiary， in the event of a winding up or in any other circumstances， if they were all distributed * be entitled to at least 90% of profits of the subsidiary available for distribution to No other person must be able to control the subsidiary (control having the same meaning as it has for the independence )There must be no arrangements in existence by virtue of which any of these conditions would cease to be Gross assetsThe value of the company’s gross assets must not exceed £30 million at the date the EMI option is If the company is a member of a group of companies， the limits are applied to the gross assets of the group as a 由于篇幅有限，网址在这里-new-htm，你可以在那里看到完整。这是一篇关于企业管理的学术性文章。
