How long does it take to set up an EMI scheme?

The EMI share option scheme is the best, most mutually beneficial way to distribute equity to your UK team members. But it takes time and forward-planning to get your scheme correctly set up and approved by HMRC before you can grant the options.

With all the other things on your to-do list, the last thing you want is to dive headfirst into a bureaucratic rabbit hole without knowing how deep it goes. That’s why we’ve written this short guide to the EMI scheme timescales you need to know about.

Planning to fundraise at the same time? Skip down to this section to find out how taking investment affects your EMI option scheme.

In this post

• Create your EMI option scheme – one day
• Prepare your EMI valuation – up to one week
• Wait for HMRC response and approval – about four to six weeks
• Grant EMI options within 90 days
• Register your scheme with HMRC – up to 10 days
• Notify HMRC – one day
• Planning a funding round? Should you set up your EMI scheme before or after?
  1. Grant options, then do funding round
  2. Do funding round, sort options later
  Which is best for you?
• Talk to the EMI experts

Create your EMI option scheme – one day

On SeedLegals, we make it simple to create the structure and choose the rules for your EMI option scheme. The guided workflow takes you through every step in the process – and you can get expert help from our team whenever you need it.

With SeedLegals, it’s easy to create, sign and store every document you and your team members need. We’ve provided super-fast, super-affordable legal support for EMI schemes for thousands of companies, so we know what works … and where the potential problems are.

After you’ve set the scheme rules, you’ll need to hold a Board meeting to adopt them. The SeedLegals workflow provides a Board Resolution for this.

💡 Read more

• How to choose the right vesting schedule for your option scheme
• How to choose the right exercise rules for your option scheme
• Options report 2023: find out how other companies structure their schemes

Prepare your EMI valuation – up to one week

Before you grant EMI options, you need to agree with HMRC how much shares in your company are worth, and how much of a discount your employees can get on them.

You want the lowest EMI valuation possible, so your employees can benefit from buying at a low exercise price and selling at a (hopefully) much higher price.

The SeedLegals workflow will guide you through the information and supporting documentation that HMRC requires. This generally takes one day to complete but sometimes it takes a little longer to gather the supporting documents. Our team reviews your application in two to three working days, and after it’s finalised, you can generate the application documents on our platform to send to HMRC.

We suggest allowing one week to prepare your EMI valuation.

💡 Read more

• Step by step guide to preparing your EMI valuation
• The legal documents you need for your EMI option scheme

Wait for HMRC response and approval – about four to six weeks

Typically, HMRC takes between four and six weeks to respond to EMI valuations.

After you receive their response, you’ll have a set time to agree or negotiate with HMRC’s decision. The exact timeline you get here depends on each HMRC valuer – some will give you a month and others around two to three weeks.

Your dedicated SeedLegals EMI expert will be on hand to help you defend the valuation you submitted if needed.

Grant EMI options within 90 days

After you have confirmed the EMI valuation with HMRC, it only remains valid for 90 days so you need to grant options to your employees within that time frame. It’s important that you grant your options before any term sheets or changes in your share capital are made as these can invalidate your valuation.

Planning a funding round? Should you set up your EMI scheme before or after?

Issuing new shares (to, say, an investor) can invalidate an EMI valuation you’ve agreed with HMRC if you have not disclosed your plans to issue shares or take in investment in your EMI valuation. This means that if you’re planning a funding round at the same or similar time as setting up an option scheme, you need to time things carefully or be willing to submit another EMI valuation before granting options.

This means you have two courses of action open to you:

1. Grant options, then do a funding round

• Create EMI option scheme (can be done in as little as a day)
• Prepare your EMI valuation application to agree a low strike price for your employees with HMRC (takes up to a week)

• File EMI valuation request with HMRC, wait for them to respond (allow 4-6 weeks, but this could be longer if they request additional information)
• Grant options to team members, at the HMRC-agreed, hopefully low EMI valuation exercise price
• Complete the funding round, issue shares to the investors

2. Do funding round, sort options later

• Complete your funding round, issue shares to the investors
• Create your EMI option scheme (this can be done in as little as a day)
• Prepare your EMI valuation application to agree a low strike price for your employees with HMRC (takes up to a week)
• File EMI valuation request with HMRC and wait for them to respond (allow 4-6 weeks, although it could be longer if they request additional information)
• Grant options to team members at the EMI valuation exercise price

So, which is best for you?

Talk to the EMI experts

Ready to get started on your EMI option scheme? Or need to talk to a specialist about how to time your option scheme and funding round? Book a call with an equity and funding strategist to get your questions answered.