Employee compensation guide: 2026/27

UK Employee Share Schemes 2026/27: EMI, CSOP, SAYE, SIP Compared

The four HMRC tax-advantaged share schemes under ITEPA 2003 Part 7: EMI (£250k SME share options with BADR-eligible exit), CSOP (£60k all-company options from April 2023), SAYE (savings-based 3 or 5-year share-purchase with 20% discount), and SIP (4-share-type all-employee plan with £3,600 free + £1,800 partnership). Tax treatment at grant, exercise and disposal compared side-by-side, with EMI vs RSU cash-bonus worked example and the 2025-2026 BADR rate schedule.

Overview - four tax-advantaged schemes

The UK Government offers four tax-advantaged employee share schemes under ITEPA 2003 Part 7, each with distinct eligibility tests, contribution limits and tax treatment. Together the four schemes deliver around £400 million of annual Income Tax and NI savings to UK employees per HMRC published statistics, with around 13,000 companies operating one or more schemes covering approximately 2.4 million employees. The schemes are the principal mechanism by which the UK Government incentivises broad employee equity participation - both in early-stage SMEs (where EMI dominates) and in mature listed companies (where SAYE and SIP dominate).

The schemes differ across multiple dimensions. EMI (Enterprise Management Incentive) is the most generous but reserved for SMEs - under 250 employees, gross assets under £30m, qualifying trade. CSOP (Company Share Option Plan) is available to all companies including FTSE 100 listed with the smaller £60,000 individual limit. SAYE (Save As You Earn) is the savings-based all-employee scheme typically used by listed companies for broad participation. SIP (Share Incentive Plan) is the most complex but most flexible, with four distinct share types (free, partnership, matching, dividend) held in plan trust for tax-advantaged compounding.

For founders and early-team employees at UK startups, EMI is the standard vehicle - the £250k per employee limit and BADR-eligible exit rate (18% from 6 April 2026, having stepped up from 10% pre-2025 and 14% in 2025/26) deliver materially higher after-tax outcomes than RSUs or cash bonuses. For established companies with broader workforces, SAYE and SIP provide all-employee participation with predictable tax treatment. CSOP fills the gap for mid-market and listed companies needing tax-advantaged options beyond the EMI eligibility envelope. The schemes can also be combined: a typical UK growth-stage company might operate EMI for senior leadership and SIP for broad-based employee equity, transitioning to CSOP once it outgrows the EMI eligibility tests at IPO or large fundraise.

Side-by-side scheme comparison

Feature EMI CSOP SAYE SIP
Company eligibility SME only: <250 employees, gross assets <£30m, qualifying trade All companies regardless of size All companies (must offer to all qualifying employees) All companies (must offer to all qualifying employees)
Annual limit per employee £250,000 unexercised options (rolling 3 years) £60,000 unexercised options (raised from £30k on 6 April 2023) £500/month savings (£18,000 over 3 years; £30,000 over 5 years) £3,600 free + £1,800 partnership + 2:1 matching = up to £7,200 / year
Total company limit £3,000,000 unexercised options No company-wide limit (individual limit binding) No company-wide limit No company-wide limit (individual limit binding)
Exercise window Within 10 years of grant Between 3 and 10 years of grant At end of 3-year or 5-year savings term Continuous - shares held in plan trust
Tax on grant None (if exercise price >= AMV at grant) None None None on free shares; partnership shares funded from pre-tax salary
Tax on exercise / acquisition None (if exercise price >= AMV at grant) None (if conditions met) None None if held in plan
CGT on disposal Yes, standard CGT rates (BADR-eligible at 14% in 2025/26, 18% from April 2026 if 2-year hold + 5% qualifying stake from option grant) Yes, standard CGT rates Yes, on gain above exercise price; can transfer to ISA within 90 days post-exercise None if held in plan 5+ years
Required hold period None for IT/NI; 2 years from grant for BADR 3 years from grant for IT/NI relief 3 or 5 years (savings term) 5 years for full tax exemption; partial relief at 3-5 years
Best for High-growth SME founders incentivising early team Larger companies including listed; supplementing other reward Listed companies giving all-employee equity participation All-employee profit-sharing with tax-free dividends

EMI - the SME founder's incentive vehicle

The Enterprise Management Incentive is the UK's most tax-efficient employee share scheme by some distance. Reserved for SMEs (under 250 employees, gross assets under £30m, qualifying trade), EMI delivers no Income Tax or NI on grant or exercise where the exercise price is set at or above the Actual Market Value (AMV) at grant. The entire gain from grant to exit is treated as Capital Gains Tax. At the post-April-2026 BADR rate of 18% (with 2-year hold from grant and 5%+ economic stake at exit relaxed to nil-percentage requirement for EMI specifically), the total tax wedge on a successful EMI exit is dramatically lower than the equivalent employment-income or RSU treatment.

Eligibility tests. Company: independent (not under control of another), trading or holding company of trading group (excluded activities include banking, insurance, money lending, property dealing, legal/accountancy/farming/forestry services, hotel/nursing home operation), UK permanent establishment, under 250 FTE employees, gross assets under £30m, has not breached the £3m company-wide EMI cap. Employee: full or part-time employee or director, works at least 25 hours per week OR 75% of total working time (whichever lower), does not hold more than 30% of the company's shares.

Notification. HMRC notification within 92 days of grant is mandatory under ITEPA Schedule 5 paragraph 44. Missing the deadline disqualifies the option from EMI treatment entirely (it falls back to the standard unapproved option treatment with full IT + NI on exercise). The notification is submitted via the ERS Online Service and requires AMV confirmation, option terms, employee details and the grant date. This is one of the most common EMI compliance errors - companies forget to notify HMRC and discover the issue years later at exit.

EMI worked example vs RSU / cash bonus

A startup employee receives an EMI option over 100,000 shares at £0.10/share (AMV at grant). The option costs £10,000 to exercise. Four years later the company exits at £5.00/share, valuing the holding at £500,000. The employee is in the additional-rate band (47% combined Income Tax + NI marginal rate).

Component EMI route RSU / cash-bonus route
Gross value delivered £500,000 £490,000 (excluding exercise cost)
Exercise cost (£10,000) N/A
Taxable gain / income £490,000 £490,000
Tax rate 18% BADR CGT (post-Apr-2026) 47% (45% IT + 2% NI above UEL)
Tax payable £88,200 £230,300
Net to employee £401,800 £259,700
EMI advantage +£142,100 -

The £142,100 advantage represents around 29% additional net value in the employee's hand vs the cash-equivalent bonus. The asymmetry is the structural reason early-stage UK startups use EMI options as primary equity compensation for early team members. For an employer awarding the same £490,000 of headline value, EMI also saves the employer the Class 1 Secondary NIC at 15% (post-April-2025 rate) on the equivalent salary or bonus - a further £73,500 of saving on the employer side.

CSOP - all-company share options

The Company Share Option Plan is the all-company equivalent of EMI. Available to companies of any size and most trades (with narrow exclusions for property dealing and certain financial services), CSOP allows tax-advantaged grants of up to £60,000 of unexercised options per employee. The £60,000 individual limit was doubled from £30,000 with effect from 6 April 2023 under Finance Act 2023 - a Conservative-government uplift that made CSOP materially more useful for mid-market companies.

Tax treatment. No Income Tax or NI on grant. No Income Tax or NI on exercise provided: (a) the option is exercised between 3 and 10 years from grant; (b) the exercise price is at or above AMV at grant; (c) the company continues to meet CSOP qualifying conditions throughout. CGT applies on disposal at standard rates (18% basic / 24% higher / additional). There is no BADR-equivalent for CSOP option gains unless the employee separately qualifies through 5%+ economic stake and officer/employee status for 2+ years - which is uncommon for CSOP holders who typically hold sub-1% stakes individually.

Best fit. CSOP is the standard tax-advantaged option vehicle for: companies that have outgrown the EMI £30m gross-asset or 250-employee limit; FTSE-listed companies of any size; private companies in excluded trades that do not qualify for EMI; mature companies operating multiple compensation programmes including SAYE and RSU schemes. The £60,000 individual cap is materially smaller than EMI's £250,000 but the absence of company size restrictions makes CSOP available to FTSE 100 listed companies needing tax-advantaged option grants for senior leadership and broader management. Many mid-market companies operate both schemes in parallel - EMI for the executive team and CSOP for the wider management cohort once executive grants exhaust the EMI individual cap.

SAYE / Sharesave - savings-based all-employee scheme

Save As You Earn (also called Sharesave) is the savings-based share-purchase scheme available to all employees on equal terms. Employees enter a savings contract for £5 to £500 per month over 3 or 5 years (£18,000 max over 3 years; £30,000 max over 5 years). At the end of the savings term, the employee can use the accumulated savings to exercise an option to buy company shares at the exercise price fixed at grant, with up to 20% discount on the market price at grant.

Tax treatment. No Income Tax or NI on grant or exercise. The savings contract earns a tax-free bonus (which has been set at 0% since 2014 - effectively no return on the savings portion beyond the option value). CGT applies on gain from exercise price to disposal value at standard rates (18% / 24%). The annual CGT exempt amount of £3,000 (2026/27) provides some shelter for smaller participants.

SAYE-ISA transfer. Critical tax-planning move: SAYE shares can be transferred directly to an ISA within 90 days of exercise without triggering CGT on any gain. The transfer uses up to £20,000 of the annual ISA allowance for the year of transfer. After transfer the shares sit in the ISA wrapper with future gains, dividends and capital growth entirely free from UK tax. The 90-day window and £20,000 annual cap are the binding constraints - SAYE participants commonly exercise across multiple tax years to spread the transfer within annual ISA limits. The SAYE-ISA route is the only direct ISA transfer available from any of the four tax-advantaged share schemes and is materially valuable for participants with significant unrealised SAYE gains.

Best fit. SAYE is the standard all-employee scheme for listed companies (FTSE 100, FTSE 250) and larger private companies with regular employee equity programmes. The all-employee equal-terms requirement makes SAYE unsuitable for selective grants to specific employees (use CSOP or EMI for selective grants). Annual participation rates at large UK listed employers typically run 30-50% of eligible employees, with the participation rate sensitive to recent share-price performance (high participation in strong share-price periods, lower in weak periods).

SIP - four-share-type all-employee plan

The Share Incentive Plan is the most complex but most flexible of the four schemes. SIP operates as a plan trust holding four distinct share types on behalf of all eligible employees:

  • Free shares - employer gives up to £3,600 / year of free shares, allocated equally to all employees or by service / performance criteria. The free shares cost the employer the share-value plus Class 1 Secondary NIC at 15%; the employee receives them with no Income Tax, employee NI or upfront cost.
  • Partnership shares - employee buys from pre-tax salary, up to £1,800 / year (or 10% of salary if lower). The contribution comes from gross salary, saving Income Tax and employee NI at the marginal rate. £1,800 / year of partnership shares costs a basic-rate employee just £1,260 net (£1,800 × (1 - 20% IT - 8% NI)) and a higher-rate employee just £936 net (£1,800 × (1 - 40% IT - 2% NI above UEL)).
  • Matching shares - employer matches partnership shares up to 2:1. A £1,800 / year partnership-share employee could receive £3,600 of free matching shares on top, taking total annual SIP value to £7,200 across free + partnership + matching.
  • Dividend shares - dividend reinvestment within the plan, no annual limit but counts towards the £3,600 free / £1,800 partnership share totals depending on how the dividend share is structured.

Hold-period tax treatment. Shares held in plan for 5+ years suffer no Income Tax or NI on the original allocation and the dividends paid in the plan are tax-free. Shares withdrawn 3-5 years after allocation suffer Income Tax and NI on the LOWER of original cost or current market value. Shares withdrawn before 3 years suffer Income Tax and NI on the FULL current market value (the most punitive treatment, designed to lock employees into the plan).

Best fit. SIP is the standard all-employee scheme for very large UK employers (FTSE 100 retail / utilities / banking with workforces of 5,000+) and for Employee Ownership Trusts (EOTs) where SIP partnership shares form part of the broader employee-ownership architecture. The administrative complexity (plan trust, four share types, 5-year hold mechanics) makes SIP unsuitable for smaller companies - typically £15,000 to £40,000 of annual administration cost via specialist providers (Equiniti, Computershare, Capita). Annual participation rates at SIP-operating employers typically run 20-40% of eligible employees, with the partnership-share contribution element being the most common participation route (employees opting in for the basic-rate / higher-rate IT and NI saving even where they do not value the underlying equity exposure).

Annual returns - the ERS Online Service

All UK tax-advantaged share schemes require an annual return to HMRC via the Employment Related Securities (ERS) online service by 6 July following the end of the relevant tax year. The return covers:

  • Options granted in the year (employee details, option grant date, number of shares, exercise price, market value at grant)
  • Options exercised in the year (employee details, exercise date, gain crystallised)
  • Shares acquired, sold or cancelled
  • For SIP: free, partnership, matching and dividend share allocations and withdrawals
  • For SAYE: savings contracts entered, exercised or surrendered

Non-compliance fines: £100 fixed for late filing, additional £300 if more than 3 months late, further £300 if more than 6 months late, plus daily £10 per day after 9 months. EMI additionally requires the grant notification within 92 days of grant under ITEPA Schedule 5 paragraph 44 - missing this disqualifies the option from EMI treatment entirely. Companies typically engage specialist share scheme advisers (Equiniti, Computershare, Capita, MM&K, Postlethwaite Solicitors, RM2, Tapestry Compliance, OC&C) for the administration where they have material option programmes.

Frequently asked questions

What are the four UK tax-advantaged employee share schemes?

The four HMRC tax-advantaged employee share schemes under ITEPA 2003 Part 7. (1) EMI (Enterprise Management Incentive, Schedule 5) - SME-focused share option scheme with the most generous tax treatment, £250k per employee limit and £3m company-wide cap. Reserved for trading companies with under 250 employees and gross assets under £30m. (2) CSOP (Company Share Option Plan, Schedule 4) - all-company share option scheme, £60k per employee unexercised limit (raised from £30k on 6 April 2023). Available to listed and unlisted companies of any size. (3) SAYE (Save As You Earn / Sharesave, Schedule 3) - savings-based share-purchase scheme, all-employee eligibility required. Employees save £5-£500/month over 3 or 5 years to buy shares at a discounted exercise price (up to 20% off market price at grant). (4) SIP (Share Incentive Plan, Schedule 2) - four-shares structure (free, partnership, matching, dividend) held in plan trust. All-employee eligibility required. Each scheme has distinct tax treatment, eligibility tests, and best-fit company profiles.

What makes EMI the most tax-efficient scheme?

EMI is the UK's most tax-efficient employee share scheme by some distance. Three structural reasons. (1) No Income Tax or NI on grant or exercise where the option exercise price is set at or above the Actual Market Value (AMV) at the date of grant. HMRC will pre-agree the AMV via a valuation submission. (2) The entire gain from grant to exit is treated as Capital Gains Tax, not employment income. At 18% BADR rate from 6 April 2026 (up from 14% in 2025/26 and 10% pre-2025), and standard CGT rates of 18% / 24% even without BADR qualification, the total tax wedge on a successful EMI exit is dramatically lower than the equivalent employment-income treatment. (3) The 2-year hold for BADR runs from grant, not exercise - meaning options exercised at exit can still qualify for BADR if granted 2+ years before exit. Combined with the £250k per employee limit and £3m company-wide cap, EMI is the standard incentive vehicle for early-stage UK SME founders and early-team employees.

How does the EMI tax saving work in practice?

Worked example. A startup employee receives an EMI option over 100,000 shares at £0.10/share (AMV at grant). The option costs £10,000 to exercise. The company exits 4 years later at £5.00/share, valuing the holding at £500,000. The gain of £490,000 qualifies for BADR at the post-April-2026 rate of 18% (assuming 2-year hold from grant and 5%+ economic stake at exit). Total tax: £88,200. Net gain: £401,800. Compare to the same £490,000 of value delivered as RSU or cash bonus at additional rate (47% combined IT + NI): tax £230,300, net £259,700. EMI advantage: £142,100 (around 29% more in the employee's hand vs the cash-equivalent bonus). The asymmetry is the structural reason early-stage UK startups use EMI options as primary equity compensation for early team members.

What companies qualify for EMI?

EMI qualifying company tests under ITEPA 2003 Schedule 5. (1) Independent - not under control of another company. (2) Trading company or holding company of trading group - excluded activities include banking, insurance, money lending, hire-purchase financing, leasing of moveable assets, receiving royalties or licence fees, legal/accountancy/property/farming/forestry services, hotel/nursing home operation, generating electricity (with narrow renewable carve-outs), shipbuilding, coal/steel production. (3) UK permanent establishment with qualifying trade. (4) Under 250 full-time-equivalent employees. (5) Gross assets under £30m immediately before grant. (6) Has not previously breached the £3m company-wide EMI cap. Employee eligibility: must be a full or part-time employee (or director) of the granting company; must work at least 25 hours per week OR 75% of total working time if part-time; cannot hold more than 30% of the company shares. HMRC notification within 92 days of option grant is mandatory - missing the deadline disqualifies the option from EMI treatment.

How does CSOP compare to EMI?

CSOP is the all-company equivalent of EMI. Available to companies of any size and trade type (subject to narrow exclusions for property dealing and certain financial services). The £60,000 individual limit is materially smaller than EMI's £250,000 but the absence of company size restrictions makes CSOP available to FTSE 100 listed companies, mature private companies, and groups that have outgrown the EMI qualifying tests. Tax treatment: no IT or NI on grant or exercise where the option is exercised between 3 and 10 years from grant (CSOP requires the 3-year minimum hold; EMI has no minimum hold for IT/NI treatment). CGT applies on disposal at standard rates - there is no BADR-equivalent for CSOP option gains unless the employee separately qualifies through 5%+ economic stake and officer/employee status for 2+ years. The CSOP individual limit was £30,000 from 1996 to April 2023 when it was doubled to £60,000 in the Spring Budget 2023. CSOP is the standard vehicle for larger UK companies needing tax-advantaged option grants beyond EMI eligibility.

How does SAYE / Sharesave work?

SAYE (Save As You Earn, also called Sharesave) is the all-employee savings-based share-purchase scheme. Employees enter a savings contract for £5 to £500 per month over 3 or 5 years (£18,000 max over 3 years; £30,000 max over 5 years). At the end of the savings term, the employee can either: (a) use the accumulated savings to exercise an option to buy company shares at the exercise price fixed at grant (up to 20% discount on market price at grant), OR (b) take the cash savings without exercising the option if the share price has fallen below the exercise price. No Income Tax or NI on grant or exercise. CGT applies on gain from exercise price to disposal value. Critical tax-planning move: transfer shares to an ISA within 90 days of exercise to shelter the future gain entirely from CGT (using the special SAYE-ISA transfer route, which uses the £20,000 annual ISA allowance for the transfer year). SAYE is the standard all-employee scheme for listed companies (FTSE 100, FTSE 250) and is also used by larger private companies with regular employee equity programmes.

How does SIP (Share Incentive Plan) work?

SIP is the four-shares all-employee scheme held in plan trust. Four share types. (1) Free shares - employer gives up to £3,600 / year of free shares, allocated equally to all employees or by service / performance criteria. (2) Partnership shares - employee buys from pre-tax salary, up to £1,800 / year (or 10% of salary if lower). The contribution comes from gross salary, saving Income Tax and employee NI at the marginal rate (e.g. £1,800 / year of partnership shares costs a basic-rate employee just £1,260 net). (3) Matching shares - employer matches partnership shares up to 2:1, so a £1,800 / year partnership-share employee could receive £3,600 of free matching shares on top. (4) Dividend shares - dividend reinvestment within the plan, no annual limit but counts towards the £3,600 free / £1,800 partnership shares total. Hold-period tax treatment: shares held in plan for 5+ years suffer no Income Tax or NI on the original allocation and the dividends are tax-free. Shares withdrawn 3-5 years after allocation suffer Income Tax and NI on the LOWER of original cost or current market value. Shares withdrawn before 3 years suffer Income Tax and NI on the FULL current market value. SIP is the standard all-employee scheme for very large UK employers (FTSE 100 retail / utilities / banking) and for employee-ownership trusts (EOTs).

What is BADR and how does it apply to EMI?

BADR (Business Asset Disposal Relief, formerly Entrepreneurs' Relief) is a preferential CGT rate applied to qualifying disposals of trading-business shares. The standard BADR conditions require the seller to hold at least 5% of the ordinary share capital, at least 5% of voting rights, and at least 5% of the economic rights (dividend and capital), AND to have been an officer or employee of the company for at least 2 years before the disposal. EMI options benefit from a relaxation of these standard conditions under TCGA 1992 section 169LA: the 5% economic-stake test is waived for EMI gains, and the 2-year holding period runs from the date of OPTION GRANT (not exercise) provided the employee has been continuously employed throughout. This makes BADR much more accessible for EMI employees who would typically hold sub-5% stakes individually but pool to 100% across the option pool. BADR rate: 10% pre-April-2025, 14% from 6 April 2025, 18% from 6 April 2026 - the schedule set at Autumn Budget 2024. EMI + BADR remains the most tax-efficient single-investor disposal route in the UK personal tax code even at 18%.

What are the annual return obligations for share schemes?

All UK tax-advantaged share schemes require an annual return to HMRC via the Employment Related Securities (ERS) online service by 6 July following the end of the relevant tax year. The return covers: options granted in the year (employee details, option grant date, number of shares, exercise price, market value at grant); options exercised in the year (employee details, exercise date, gain crystallised); shares acquired, sold or cancelled. Non-compliance fines: £100 fixed for late filing, additional £300 if more than 3 months late, further £300 if more than 6 months late, plus daily £10 per day after 9 months. EMI also requires the grant notification within 92 days of grant under ITEPA Schedule 5 paragraph 44 - this is a separate filing from the annual return and missing it disqualifies the option from EMI treatment entirely. Companies typically engage specialist share scheme advisers (Equiniti, Computershare, Capita, MM&K, Postlethwaite Solicitors, RM2) for the administration where they have material option programmes.

How do unlisted private companies value shares for option pricing?

Private company share valuations for option-grant purposes require HMRC pre-clearance via a "Valuation Office" submission. Two valuation concepts apply. (1) Actual Market Value (AMV) - the open-market price a third-party investor would pay, reflecting any restrictions on the shares (e.g. transfer restrictions, drag-along, tag-along, vesting). (2) Unrestricted Market Value (UMV) - the same valuation but ignoring all restrictions, treating the shares as freely transferable. EMI options must have exercise price = AMV at grant for the IT/NI exemption to apply on exercise. CSOP options similarly. The HMRC valuation submission (VAL231 form for EMI; equivalent for other schemes) typically returns a confirmed valuation within 4-8 weeks and the agreed valuation is binding for 90 days from confirmation. Specialist business valuation advisers (specifically share-scheme-experienced) commonly charge £2,000 to £8,000 for the valuation work depending on company size and complexity. The most common AMV vs UMV gap for private startups is 50-70% (AMV is materially below UMV because of transfer restrictions, vesting cliff/cliff-and-prorate, drag-along provisions, ROFR clauses).

What happens to options on company sale or IPO?

Most option schemes include "good leaver / bad leaver" and change-of-control provisions in the underlying option agreement. Typical treatment on sale or IPO. (1) Vested options can be exercised in the standard way before the sale closes (cashless exercise often arranged via a bridging facility from the buyer). (2) Unvested options accelerate vest on change of control under most schemes - the option agreement determines whether acceleration is automatic, employee-elective, or board-discretionary. (3) Underwater options (exercise price > sale price) typically lapse without exercise. (4) Cashless exercise mechanism: the option-holder authorises the company to sell sufficient shares to cover the exercise price and any tax due, retaining only the net shares. Tax treatment is the same as separate exercise + immediate sale but with no upfront cash requirement. For EMI option holders, the 2-year-from-grant BADR clock typically meets the rule provided the grant was at least 2 years before the sale closing date.

How do these schemes interact with the £20,000 annual ISA allowance?

SAYE-ISA transfer is the only scheme with a specific ISA interaction. Employees can transfer SAYE shares from the SAYE scheme directly to an ISA within 90 days of exercise without triggering CGT on any gain. The transfer uses up to £20,000 of the annual ISA allowance for the year of transfer. After transfer the shares sit in the ISA wrapper with future gains, dividends and capital growth entirely free from UK tax. The 90-day window and the £20,000 annual cap are the binding constraints - SAYE participants commonly exercise across multiple tax years to spread the transfer within annual ISA limits. EMI, CSOP and SIP shares cannot be directly transferred to an ISA (you would need to sell and rebuy with the proceeds, which crystallises CGT on the sale). EMI shares held in joint names with spouse can transfer between spouses without CGT under TCGA 1992 section 58 - allowing both spouses' annual exempt amount and ISA allowance to be used.

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