Startups made easy. Sorted.

Unapproved share option scheme

Share equity with no restrictions

✔️ Grant options to anyone, anywhere
✔️ Automate the legal docs
✔️ Unlimited expert support

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    companies use SeedLegals

  • 2,500+

    options schemes on SeedLegals

  • up to 4 x

    lower price than lawyers and accountants

Unapproved options: unlimited and unapologetically awesome

Our option schemes are designed and regularly reviewed by lawyers.

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    Offer options for all

    Employees, contractors, advisors, non-UK staff - anyone. There are no restrictions on who you can grant options to.
  • Icon bank note

    Incentivise your staff

    Attract the best candidates with an option scheme. Holders can log in to view their options and see what they might be worth.
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    Boost efficiency

    Create, customise and run your Unapproved scheme on SeedLegals to automate the documents and eliminate errors.
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    Get help from experts

    Our friendly, 5-star options team is ready to guide you. Make the most of their expert knowledge.
  • Share scheme for non-PAYE staff

    Build a scheme without EMI restrictions

    If you or your staff don’t fit the criteria for a tax-advantaged EMI scheme, build your own Unapproved scheme on SeedLegals. (And yes, you can have an EMI scheme and an Unapproved scheme.)

    • tickAny size company
    • tickAny employee, freelancer, adviser etc
    • tickAny amount of options
    Share options for overseas staff and advisors

    Offer options to overseas staff, non-PAYE workers and more

    Only PAYE staff can get EMI share options. With an Unapproved scheme, you can share equity with more of your team.

    • tickContractors, consultants and freelancers
    • tickOverseas staff
    • tickAdvisors, mentors, family - anyone!
    Administration tools for Unapproved option scheme

    The easy way to create and run your Unapproved scheme

    Generate all the legal documents automatically. Need some help? Our options experts review your scheme and are on hand when you have questions.

    • tickBuild, customise and manage your scheme
    • tickSign and store all documents on SeedLegals
    • tickAdd new joiners anytime, issue option grants instantly
    Dashboard for option holders

    Give your team the tools to manage their options

    Our easy-to-use dashboard for option holders is included in your membership. Your team can log in themselves to track vesting and see what their options might be worth.

    • tickKeep your team motivated and engaged
    • tickSaves time for you (because they can find the answers themselves)
    • tickFor options holders: track vesting
    • tickFor options holders: use the calculator to see what options would be worth for any valuation
    Tripartite agreement

    Want to offer options from your own shares?

    Tripartite agreements allow you to allocate options against your personal shares (or someone else’s) so you can grant options without diluting other shareholders.

    • tickGrant options to employees from your own equity
    • tickAdd on to your option scheme
    • tickAsk us for help with tripartite grants - coming soon
    Expert support for your option scheme

    Chat online with our experts

    Need some help? Not sure if you need an EMI or Unapproved scheme (or both)? Our expert team is just a click or a call away.

    • tick Unlimited support included, no extra cost
    • tickTalk to us via chat, phone, email or video call
    • tickAsk us anything - we're here 9am to 6pm Monday to Friday

    How to set up an Unapproved share option scheme

    • Log in or register

      It takes less than 3 minutes to create your SeedLegals account

    • Create the option pool

      Set aside a slice of equity to share with your team

    • Set scheme rules

      Choose how your team's options will vest and when they can be exercised

    • Get an expert review

      We check everything in your scheme so you can be confident it’s right for you and your team

    • Pass board resolution

      Get approval from your directors to run the option scheme

    • Grant options

      Add the option holder and their allocation, share their grant via SeedLegals

    • Ask if you need help

      Hit the chat button or call our experts


    Frequently asked questions about Unapproved share option schemes

    • What are the advantages of an Unapproved share option scheme?

      Unlike an EMI scheme, an Unapproved scheme has no restrictions.

      There’s no limit on how many employees you have, or how much equity you give in options, and you can grant options to team members who don’t qualify for other types of options, such as EMI.

      For more about the advantages of Unapproved share options, read our post: What are Unapproved share options?
    • Can I give share options to my overseas staff?

      Yes - with an Unapproved share option scheme, you can grant options to your team overseas.

      For overseas workers, the tax implications for being granted and exercising options, and for selling shares, vary depending on where they are tax resident.

      For more about who you can grant Unapproved options to, read our post: What are Unapproved share options?
    • Can I give share options to freelancers and contractors?

      Yes - with an Unapproved share option scheme, you can grant options to non-PAYE staff including freelancers, contractors, consultants and advisors.

      For more about who you can grant Unapproved options to, read our post: What are Unapproved share options?
    • What is a non-EMI option scheme?

      There are several ways to organise a share option scheme to share equity with your team. Any scheme which isn’t an EMI (Enterprise Management Incentive) scheme is a non-EMI option scheme.

      Many UK startups set up an EMI (Enterprise Management Incentive) scheme because these come with the most tax advantages. But if a company and/or staff aren’t eligible for EMI options, then the company might set up a non-EMI scheme instead.

      At SeedLegals, we offer the type of non-EMI scheme most commonly chosen by startups: Unapproved.

      To find out more about different types of equity sharing plans which are approved for tax advantages by HMRC, visit the website.

      To find out more about Unapproved option schemes, read our post: What are Unapproved share options?
    • What type of option scheme do I need? Unapproved or EMI?

      There are two types of option schemes that are most suitable for UK startups: EMI and Unapproved. To read more about how to decide which scheme is right for your company, read our post: EMI or Unapproved Share Option Scheme?
    • How do I set up an Unapproved share option scheme on SeedLegals?

      It’s easy - and we’re here to help at every step.
      • Create your option pool
      • Create your option scheme
      • Choose vesting and exercise rules
      • Pass a Board Resolution to adopt the option scheme
      • Grant the options
      • Enter your team members’ details and details of the option grant
      • Send out the option agreements to your team for signatures

      For more information, read our post: How to set up an Unapproved scheme on SeedLegals

      To get started, log in or register and go to Share Options.

      There’s built-in guidance but if you need any help, hit the chat button to message our experts.
    • What is an Unapproved share option scheme? Does ‘unapproved’ mean it isn’t allowed?

      Unapproved means that the options you grant from this scheme aren’t tax advantaged.

      We also offer Enterprise Management Incentive (EMI) share option schemes, which are approved. ‘Approved’ here means that the scheme has been signed off by HMRC for a generous set of tax perks – both for the company granting the options, and the employees who receive them.

      But not all companies or staff are eligible for EMI options. And that’s when you might want to offer Unapproved options.

      We’ve explained more in our post: What are Unapproved share options?
    • Do I need to get a company valuation to set up an Unapproved scheme?

      No. Because Unapproved schemes don’t come with tax advantages, you don’t need to get your company valued to set up this type of scheme.
    • What are the tax implications of setting up an Unapproved option scheme?

      For your team:
      • No tax liability when they’re granted options
      • Income Taxwhen they exercise options
      • Capital Gains Tax when they sell the shares
      If your option holders are resident overseas, they’ll be subject to the tax laws of their own country and should get independent tax advice from a specialist.

      For your company:
      • Employer’s National Insurance Contribution
        When an employee exercises their Unapproved share options, your company is liable for NIC if the shares the employee acquires are a Readily Convertible Asset (RCA). An RCA is a type of asset that’s treated as if it were cash for calculating Income Tax. The shares are only considered to be ‘readily convertible’ if your company is public, or about to be sold with an arrangement in place to buy the shares.
      • Corporation Tax deduction
        If you’ve granted Unapproved options to employees on your company payroll, you can claim a Corporation Tax deduction equal to the Income Tax charge the option holder pays (depending on your situation)

      For more detail, read our post: Tax implications of share option schemes

      Before making decisions, we recommend you consult your accountant or tax advisor.
    • Do I need to be an existing SeedLegals member to set up an option scheme?

      No - you can join SeedLegals anytime to set up your option scheme. To see how it works, book a demo.

      To create your scheme, issue option grants and maintain your scheme going forward, you’ll need a SeedLegals Options Subscription.
    • To set up an option scheme on SeedLegals, do I need a subscription?

      Yes, to create your scheme, issue option grants and maintain your scheme going forward, you’ll need a SeedLegals Options Subscription
    • What is the share options calculator and how does it work?

      Your option holders can log into SeedLegals to see the vesting and value of their options.

      When you share the Option Agreement with a team member, they get an invitation with a link to create their own SeedLegals account.

      On their dashboard, the option holders can:
      • see the vesting status of their allocation
      • view their documents:
        - Option Agreement
        - Option Certificate
        - Share Certificate (after they exercise options)
      • use the options calculator
        The calculator helps answer two common questions: how much are their options worth based on a specified valuation (they can type in any valuation to model different scenarios), and how much it would cost to exercise a given number of their vested options.

      Read more and see how the dashboard looks in our post: Track and manage your options
    • Help, my question isn’t answered here!

      No problem - hit the chat button (bottom right of your screen) to ask our options experts 🙂

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