If someone told you a few years ago that your company had grown out of EMI, that advice may now be wrong.
From 6 April 2026 the gross assets ceiling rose from £30 million to £120 million and the employee limit from 250 to 500. Those are not marginal adjustments. A company that failed the old test on assets could now be four times the size and still qualify.
What else moved
- The company pool doubled from £3 million to £6 million of unexercised options across all participants
- The exercise window extended from ten years to fifteen for options granted on or after 6 April 2026
- Business asset disposal relief rose to 18 per cent, up from 14 per cent in the previous tax year
- The individual limit did not move. Still £250,000 of unexercised options measured at grant, with a three year bar on further EMI grants once someone reaches it
Who this actually affects
Worth revisiting
You may qualify again. New grants could go out under EMI even where the existing unapproved options stay as they are.
Newly eligible
Headcount was the binding constraint for a lot of scaling companies. It no longer is until 500.
Room you are not using
Schemes are often sized to the old company limit. If yours was, there is now headroom that did not exist when it was written.
The other conditions did not change
The company still has to be carrying on a qualifying trade, and the excluded activities list is unchanged: property development, financial services, and legal and accountancy services among others. Where a company has mixed activities, the test is whether the excluded ones are a substantial part, which HMRC takes as more than 20 per cent.
The company also still cannot be under the control of another company, and the gross asset and employee tests apply across the group rather than to the issuing company alone.
Extending existing options to fifteen years
Options already granted can generally be amended to take advantage of the longer exercise window without losing their tax advantaged status. That is genuinely useful for schemes written with a ten year limit that is now approaching.
But amending an option agreement can amount to a cancellation and regrant if it is handled badly, which would reset the position and could lose the original valuation. This is not a change to make by editing a document and circulating it for signature.
What to do about it
If you moved to unapproved options because you outgrew EMI, check the numbers again against the new thresholds. If you are still inside EMI but your scheme was sized against the old £3 million pool, look at whether the headroom is worth using. If your options are approaching a ten year expiry, the fifteen year extension is worth taking advice on now rather than close to the deadline.
Told you had outgrown EMI?
- Your gross assets are between £30m and £120m
- You have between 250 and 500 employees
- You moved to unapproved options and want to reconsider
- Your existing options are approaching a ten year expiry
The eligibility check is quick. If you qualify again, the question becomes whether new grants go out under EMI and what happens to the options already issued.
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This article sets out the general position and is not advice on any particular set of facts. Thresholds and rates are those applying at the date of publication.