EMIs – April 2026 changes explained

On 6 April 2026 the Enterprise Management Incentive scheme (EMI) was expanded to make EMIs accessible to a wider range of businesses.

EMIs remain popular with SMEs for driving growth by giving employees the opportunity to acquire shares, bringing their objectives into line with their employer.

For an explanation of the basics of EMIs – what they are, what they do and why they work – see our recent article, ‘EMIs – The basics’.

To access the tax benefits of EMIs, employers, employees and the shares on offer, must meet certain criteria, and this serves to exclude larger businesses.  In April 2026, the relevant thresholds were relaxed (lifted and widened) to allow some of those larger businesses to qualify.

Here are the April 2026 changes, in summary:

Practical consequences

What do these changes mean in practice?

Broader eligibility

Increases to the value thresholds (asset values, share values) and to the employee headcounts mean EMIs are no longer the domain of SMEs and start-ups.  The wider scope brings scale ups and large private companies into range, many of which grew out of scope and are now permitted back in.

Deeper equity

Regardless of size, companies can now make £6m worth of shares available to employees, enabling schemes to accommodate larger groups of employees and giving businesses more room to maximise the individual allocations, which may help businesses retain and attract senior appointments.

Long-Term Flexibility

EMIs enable effective succession planning, allowing owners to transition equity over time. The extension of the option exercise period from 10 to 15 years allows for greater foresight when making succession plans and more suitably reflects the traditional growth cycle of a company from start up to exit.  Existing EMIs can be updated to adopt this extension assuming amendments are implemented correctly.

HMRC Notification Requirements

There are further relaxations planned in the form of legislation due to take effect from April 2027, which will replace the current annual requirement to give special notice of an EMI scheme with a requirement to simply include EMIs as part of an annual return.

What do the changes mean for your business?

In view of the changes, businesses should review:

• Their eligibility EMI under the revised criteria; and
• whether existing EMIs should be updated or new schemes created.

Over time businesses also change and evolve and should ensure they continue to qualify under the trading criteria.

How Clarkslegal can help

Clarkslegal can help you understand whether EMIs suit your business and assess eligibility.  Thereafter, we can also tailor and implement a scheme for your employees.  To discuss EMIs please contact our corporate team and we will confirm next steps.