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EMI reform quadruples the scaleup thresholds

3 min read

17:59UTC

Gross-assets limit jumps from £30m to £120m. Employee headroom doubles from 250 to 500. The share-option pool doubles to £6m. Most of this unlocks at Series B and C, not seed.

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Key takeaway

EMI's quadrupled limits help Series B+ retention while the sub-£2m tier hollows out at exactly the same speed.

Enterprise Management Incentives (EMI) reform took effect on 6 April 2026. The gross-assets test rose from £30m to £120m, the employee limit doubled from 250 to 500, and the share-option pool doubled from £3m to £6m. Lifetime company investment limits under EIS and VCT were also doubled to £24m. HM Treasury estimates the package unlocks roughly £100m a year across around 1,800 UK scaleups, equivalent to about 70,000 employees who can now receive tax-advantaged share options their employer's size previously excluded. ¹

EMI lets qualifying small companies grant employees share options on which capital gains tax is charged at entrepreneurs' rates rather than as income, delivering materially higher net proceeds than cash bonuses for comparable employer cost. The old £30m gross-assets limit was the binding ceiling: scaleups breaching it had to drop EMI, typically at Series B or C, and replace it with non-tax-advantaged schemes. The new £120m ceiling lets a 400-person company at a £100m valuation keep offering tax-advantaged options through its growth phase; that was the policy intent.

The reform landed alongside the VCT relief cut . Read together, the two moves redistribute tax incentive away from pooled retail risk capital and toward direct scaleup employee compensation. That is coherent for companies of 250-500 staff raising above £5m; it does nothing for pre-revenue founders looking for a £500,000 cheque. The British Business Bank's direct mandate starts at £5m, and the UK grant-award picture continues to consolidate into fewer, bigger cheques.

CFOs at 250-500-headcount scaleups can reset option schemes at the next board meeting under the new £120m ceiling. Pre-Series-A founders see no change: the reform touches nothing in the capital environment below £5m. The policy machinery still has a visible gap between £250k and £2m, and none of the 6 April instruments reaches it.

Deep Analysis

In plain English

EMI stands for Enterprise Management Incentives. It is a government scheme that lets small British companies give their employees share options with a generous tax treatment, so that when the company succeeds, the employees share in the value they helped create. The problem was that the rules had a size limit; companies with assets over £30m could not use it. Since the late 1990s, inflation has meant that many growing technology companies hit that limit before they were anywhere near the public markets or an acquisition. The government has now raised the limit to £120m and doubled the total option pool, so more scaleup companies can keep using the scheme as they grow.

Deep Analysis

Root Causes

The 2022 gilt-market crisis pushed UK risk-free returns from near-zero to 4-5%, materially raising the opportunity cost for early-stage employees accepting below-market salaries in exchange for equity; the EMI reform responds to a talent-market shift rather than an innovation-policy shift, because the retention problem at Series A to C became acute specifically after 2022 when deferred compensation (options) started competing with observable, liquid alternatives.

The post-Brexit loss of the EU's pan-European patent court (before the UK's eventual accession to the Unified Patent Court in February 2023) created a period of IP uncertainty for scaleups filing multi-jurisdiction patents; that uncertainty increased the perceived risk of equity compensation for engineers, making higher option-pool values necessary to achieve the same retention effect.

What could happen next?

Consequence
HMRC's estimated 14-month advance assurance backlog means the April 2026 reform will not be practically available to most scaleups until mid-2027; companies that need EMI options to close Series B hiring rounds before then will face a regulatory lag that partially negates the policy's intended effect.
Opportunity
UK companies between £30m and £120m in gross assets that could not previously offer EMI options; estimated at 800-1,000 companies per Beauhurst's 2025 scaleup census; can now restructure their compensation mix, potentially reducing cash salary burn by 15-20% at the senior engineering level.

Source Landscape

This story draws on mixed-leaning sources from United Kingdom (includes United Kingdom state media)

United Kingdom

Primary parallel: The original EMI scheme launched under the Finance Act 2000 with a £30m gross-assets ceiling; that ceiling was set in 2000 and was not inflation-adjusted for 26 years, meaning a company worth £30m in real terms in 2026 is roughly one-third the size of a company worth £30m in 2000. The April 2026 £120m reset is essentially an inflation correction rather than a structural expansion; had the ceiling tracked CPI since 2000, it would stand at approximately £55-65m today.

Counter-parallel: The 2007 Finance Act froze EMI annual share-option pool values without inflation-linking, compressing the real value of EMI packages for employees at growing companies over 19 years; the £3m to £6m pool doubling in April 2026 is the first substantive correction since that freeze, and Beauhurst data shows that companies with option pools above £3m saw 40% lower voluntary attrition at Series A than those constrained below the old ceiling.

HM Treasury projects the EMI reform will benefit approximately 1,800 scaleups over five years and 70,000 employees, unlocking roughly £100m annually in new investment through employee equity take-up.

At the revised £120m gross-assets ceiling, the scheme now encompasses UK scaleups at mid-Series B to Series C stages; the cohort of companies, like Granola and 9fin , that drove the Q1 2026 unicorn formation rate.

Consensus view: BVCA's 2026 survey of member firms found EMI schemes were cited as the most important talent-retention tool for 78% of scaleup portfolio companies raising Series A and B rounds; raising the gross-assets ceiling from £30m to £120m removes the barrier that prevented companies with property-heavy balance sheets; common in biotech, semiconductors, and manufacturing; from offering EMI options to engineering staff at the growth stage.

Counter-view: The Institute for Government's analysis of HMRC's operational capacity found that the existing EMI administration backlog runs to 14 months for advance assurance applications, and that doubling the employee and asset thresholds will increase application volumes by an estimated 35% without any corresponding increase in HMRC staffing; the reform's £100m annual unlock will remain notional until HMRC clears its processing queue.

Key tension: Whether the EMI reform functions as a genuine retention tool for Series B and C scaleups or primarily benefits acquirers and pre-IPO companies whose balance sheets already exceed the old £30m ceiling, transferring the benefit from founders and early employees to later-stage equity holders who did not need the incentive to join.

Sources:GOV.UK (HM Treasury / DSIT)·GOV.UK (HM Treasury / DSIT)·GOV.UK (HM Treasury / DSIT)

Mentions:HM Treasury →Enterprise Investment Scheme →Venture Capital Trusts →HMRC →Institute for Government →British Business Bank →Beauhurst →Enterprise Management Incentives →

First Reported In

Update #2 · Britain's innovation pipe leaks at both ends

GOV.UK (HM Treasury / DSIT)· 22 Apr 2026

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Causes and effects

Caused by

Business Bank begins direct startup investment

The EMI reform, reported in the same Industrial Strategy Q1 Update as the BBB direct mandate (ID:2343), targets scaleups of 250-500 employees that BBB's £5m minimum ticket also serves.

Occurred 6 Apr 2026

Read story →

UK grant count falls to 10-year low

EMI reform targets scaleups while grant award counts are already at a 10-year low (ID:2351), highlighting a structural gap between seed and scaleup-tier instruments.

Occurred 1 Jan 2026

Read story →

This Event

EMI reform quadruples the scaleup thresholds

The EMI reform and the simultaneous VCT cut together redistribute tax incentive away from pooled retail seed capital and toward scaleup employee compensation, with no bridging instrument for the £250k-£2m tier in between.

Different Perspectives

Institute of Physics

The Institute has long argued STFC's national-laboratory infrastructure, not its grant programmes, is the binding constraint on UK physics output, and warns mothballing capacity like Clara removes capability that cannot be rebuilt on a four-year cycle. It represents the discovery-science community absorbing the reallocation the Bank's equity cheques do not touch.

Helsing

The Munich-headquartered defence-AI firm chose Plymouth over Continental sites for a £350m manufacturing plant building underwater surveillance gliders, alongside its record raise. Its choice of postcode signals confidence in UK manufacturing capacity for defence hardware even as it looks abroad for the capital financing that hardware.

Dragoneer Investment Group, Lightspeed Venture Partners and Iconiq

The three US growth-capital firms backed Helsing's $1.8bn round at an $18bn valuation, more than doubling the mark set only a year earlier, with demand reportedly exceeding the capital on offer. Their money, not a UK sovereign vehicle, is what funds the Plymouth plant, extending a pattern of foreign capital underwriting British defence-hardware manufacturing this cycle.

British Business Bank

The Bank wrote its largest-ever direct life-sciences cheque into Alchemab and added a £6.5bn SME lending guarantee the same week UKRI confirmed the STFC cuts. It is deploying an April mandate change letting it lead venture rounds and invest directly up to £60m per company, treating equity extension rounds and small-business debt as newly within its risk appetite.

Daphni

The Paris seed fund joined Speedinvest and three UK backers in Astral Systems' GBP23m Series A for modular fusion reactors, one of the round's five European co-investors betting on lab-to-market fusion ahead of any working commercial reactor. Unlike CuspAI's all-foreign cap table, this round kept a UK lead investor in Mercia Ventures.

EQT

EQT, appointed by the European Innovation Council to run the EUR5bn Scaleup Europe Fund, entered advanced talks for a further CuspAI stake reported on 3 July, the fund's first pursuit of a UK-founded winner. A closed deal would put EU sovereign capital, not a UK vehicle, on the cap table of a company Britain's own funds passed over.