HMRC-Ready EMI Valuation Services for UK Companies
Get independent EMI share valuations covering UMV, AMV and HMRC VAL231 support, led by MRICS, ASA, ABV and CVA credentialed professionals.
Globally Certified (ABV®, ASA, CVA®, MRICS)
Valuation Experience
Valuations Completed
Industries Served
3-5 Days
Why Accurate EMI Share Valuation Matters for HMRC
An Enterprise Management Incentive (EMI) valuation establishes the market value of shares before options are granted to employees. UK companies can submit their proposed share valuation to HMRC Shares and Assets Valuation (SAV) using Form VAL231. For restricted shares, HMRC asks companies to propose both the Unrestricted Market Value (UMV) and Actual Market Value (AMV).
Obtaining HMRC agreement before granting options provides greater certainty around the share value used for the EMI grant. Without it, the value used at grant can be challenged later, putting the scheme's intended tax treatment at risk.
TXN Capital prepares the underlying valuation analysis and supporting report required to substantiate the proposed values, led by credentialed valuation professionals and prepared using recognised business valuation principles and methodologies.
Our EMI Valuation Services
TXN Capital provides independent EMI valuation reports at every stage of an EMI scheme, from the first option grant through post-funding updates and follow-on grants.
Get an Independent EMI Valuation for Your Company Today.
EMI Valuation Methods We Use
Method selection depends on company stage, financial performance, funding history, capital structure, and available market evidence. Our credentialed appraisers apply the approach that best fits the facts and circumstances of each company.
| Approach | Best For | Key Metrics & Methods | Key EMI Consideration |
|---|---|---|---|
| Market Approach | Revenue-generating businesses | Comparable public companies, private transactions, Revenue, ARR, EBITDA, Earnings, and sector-specific metrics | Market evidence is assessed alongside the rights of the specific shares under option |
| Income Approach | Companies with sufficiently reliable forecasts | Expected future financial performance, growth, profitability, and business risk | Appropriate where forward-looking financial information provides reliable valuation support |
| Asset Approach | Certain early-stage, holding, or asset-based companies | Net assets and underlying asset values | May provide an appropriate starting point where trading history or earnings are limited |
Recent Funding Round Analysis
Share-Class Allocation
UMV & AMV Analysis
Complex Capital Structure Analysis
When Do You Need an EMI Valuation?
Independent EMI valuations support first-time option grants, HMRC advance agreement, follow-on grants, and updated share values following material company changes.
- Initial EMI Option Grant - Establish UMV and AMV before the company grants its first EMI options.
- Post-Funding Round - Reassess share value after a new financing round introduces material new valuation evidence.
- HMRC VAL231 Submission - Provide independent valuation analysis supporting the proposed UMV and AMV submitted for HMRC advance agreement.
- Follow-On EMI Option Grant - Update UMV and AMV before issuing additional options under an existing EMI scheme.
- Material Change in Circumstances - A significant change affecting company or share value may require the valuation to be reconsidered.
- Recent Share Transaction - New arm’s-length share transactions can provide relevant evidence that should be incorporated into the valuation.
- Pre-Revenue or Early-Stage Company - Establish a supportable EMI share value using the financial and operational information reasonably available.
- Complex Capital Structure - Determine the value of ordinary EMI shares where preferred shares, convertibles, warrants, or multiple financing rounds exist.
Is Your EMI Valuation Up to Date?
UMV and AMV in EMI Valuation: What Determines Each Value?
HMRC EMI valuations commonly require both Unrestricted Market Value (UMV) and Actual Market Value (AMV). The relationship between the two depends on the actual rights, restrictions, and circumstances attached to the shares being valued.
Unrestricted Market Value (UMV)
Actual Market Value (AMV)
Share Transfer Restrictions
Pre-Emption Rights
Leaver Provisions
Voting & Dividend Rights
Drag-Along & Tag-Along Rights
Other Share Restrictions
No Generic Percentage Discount
Who Needs EMI Valuation Services?
EMI Valuation by Company & Grant Scenario
The valuation approach and supporting analysis vary depending on company stage, funding history, share rights, and the circumstances surrounding the EMI grant.
| Company / Grant Scenario | Typical Valuation Focus | Key Consideration |
|---|---|---|
| Initial EMI Option Grant | Enterprise value + share valuation | Establish initial UMV and AMV for the shares under option |
| Post-Funding Round EMI Valuation | Funding-round evidence + share-class allocation | Preferred investor price may differ from ordinary EMI share value |
| Follow-On EMI Grant | Updated company and share valuation | Changes since the previous valuation should be reflected |
| Pre-Revenue / Early-Stage Company | Recent investment, net assets, development stage, forecasts | Limited trading history requires consideration of available evidence |
| Revenue-Generating Company | Market approach and relevant valuation multiples | Revenue, ARR, EBITDA, earnings, or sector metrics may be considered |
| Forecast-Led Growth Company | Income approach | Forecast performance, growth, profitability, and business risk |
| Asset-Based / Holding Company | Asset approach | Net assets may provide the most appropriate valuation starting point |
| Complex Capital Structure | Enterprise value allocation across share classes | Preferred rights, convertibles, warrants, and option pools affect ordinary share value |
| Restricted Ordinary Shares | UMV and AMV analysis | Company-specific rights and restrictions determine the relationship between UMV and AMV |
Benefits of a Professional EMI Valuation
Recent Funding Round? Your EMI Share Value May Still Be Different
“We just raised investment at £5.00 per share. Does that mean our EMI options must also be valued at £5.00?”
Not Necessarily.
Institutional and venture investors frequently receive preferred shares with economic and contractual rights that ordinary employee shares do not have.
A recent arm’s-length funding round can provide important evidence of company value, but the price paid for preferred shares is not automatically the value of the ordinary shares underlying EMI options.
TXN Capital Considers Differences Such As:
Liquidation Preferences
Conversion Rights
Participation Rights
Voting Rights
Dividend Preferences
Investor Protections
Complex Capital Structures We Can Analyse
- Ordinary shares
- Preferred shares
- Multiple preferred rounds
- Convertible notes
- SAFEs or similar instruments
- Warrants
- Employee option pools
Where necessary, TXN Capital allocates the company’s equity value between different share classes before determining the value of the ordinary shares underlying the EMI options.
The result is a defensible bridge from the company’s overall equity value to the value of the specific shares being placed under EMI options.
HMRC VAL231 Valuation Support
- Valuation Analysis - Review of the company’s financial position, valuation methodology, available market evidence, and relevant assumptions.
- VAL231 Submission Support - The company or its authorised UK tax or legal adviser can use the valuation report and supporting analysis when submitting Form VAL231 to HMRC.
- Capital Structure Analysis - Assessment of ordinary shares, preferred shares, options, convertibles, warrants, and other relevant securities where applicable.
- UMV & AMV Conclusions - Clear proposed values supported by analysis of the company’s capital structure, share rights, & applicable restrictions.
- HMRC Query Support - If HMRC raises reasonable valuation-related questions, TXN Capital can provide clarification relating to the analysis contained in the issued valuation report.
- 90-Day HMRC Valuation Period - HMRC currently states that an agreed EMI valuation is generally valid for 90 days from the date of agreement, provided circumstances affecting the share value have not changed.
TXN Capital prepares the valuation support. The company or its authorised UK tax or legal adviser submits the VAL231 application to HMRC.
Find the Right Value for Your EMI Share Options
with Transaction Capital LLC.
We believe in growing with our clients and offering tailored solutions.
Information Required for an EMI Valuation
The exact information required depends on your company, funding history, share structure, and stage of development. TXN Capital typically requests the following:
| Category | Documents / Information Required | Details |
|---|---|---|
| Corporate Documents | Latest Articles of Association | Current capitalisation table, details of shares covered by the EMI options, and business overview |
| Financial Information | Latest annual financial statements | Recent management accounts and financial forecasts, if available |
| Funding & Share Transactions | Details of recent funding rounds | Recent share transactions and details of significant upcoming financing or transactions |
| Equity & Securities | Convertible notes or similar securities | Existing options and warrants |
How Our EMI Valuation Process Works
Discuss your EMI plans, company stage, and timeline with your assigned appraiser.
Free Consultation
Discuss your EMI plans, company stage, and timeline with your assigned appraiser.
Document Collection
We provide a tailored checklist covering your Articles of Association, cap table, and financial information.
Analysis & Modeling
Apply the appropriate approach based on your company's funding history, financials, and capital structure.
Draft Report Delivery
Receive your complete draft, methodology, analysis, and UMV and AMV conclusions, before any payment is due. This is our Pay After Draft Review guarantee.
Final Report and VAL231 Support
Signed, expert-reviewed report delivered for your VAL231 submission, with support for reasonable HMRC questions.
What Your EMI Valuation Report Includes
Every Report Is Structured to Support HMRC VAL231 Submissions, Adviser Review, and Defensible UMV & AMV Conclusions
- Company & Business Analysis - Company stage, operations, financial position, and relevant valuation context
- Financial Information Review - Historical financials, current performance, management accounts, and forecasts where available
- Capitalisation Table Analysis - Current ownership structure, share classes, existing options, warrants, and other securities
- Funding Round & Transaction Review - Recent financing rounds, share transactions, and other relevant market evidence
- Enterprise & Equity Valuation - Analysis of overall company value and the resulting equity value attributable to shareholders
- Share Rights & Restrictions Analysis - Ordinary & preferred share rights, transfer restrictions, pre-emption rights, leaver provisions, & other relevant terms
- EMI Option Share Valuation - Valuation of the specific shares being placed under Enterprise Management Incentive options
- UMV & AMV Conclusions - Unrestricted Market Value and Actual Market Value conclusions based on the shares’ actual rights and restrictions
- Methodology & Assumptions - Selected valuation approach, supporting rationale, key assumptions, and relevant market evidence
- VAL231 Supporting Analysis - Supporting valuation analysis and information for the company’s HMRC advance agreement submission
- Expert-Reviewed Final Report - Final EMI valuation report led and reviewed by credentialed valuation professionals
HMRC-Ready EMI Valuation Reports, Not Template-Driven
An EMI valuation should do more than calculate a low exercise price.
It should clearly demonstrate:
- What is the company worth?
- Which valuation methodology is appropriate and why?
- What evidence supports the conclusion?
- How is the company’s equity allocated between share classes?
- What are the shares under option worth?
- Which restrictions affect those shares?
- How were UMV and AMV determined?
TXN Capital prepares each EMI valuation around the company’s actual financial position, capital structure, and share rights.
The result is a concise, professionally supported report designed for HMRC review and VAL231 submission support.
EMI Valuation Requirements – What You Need to Know
VAL231 Advance Agreement
Unrestricted Market Value (UMV)
Actual Market Value (AMV)
Share Rights & Restrictions
90-Day Valuation Validity
Updated Valuation After Material Change
EMI Valuation Standards & HMRC Guidance We Follow
International Valuation Standards (IVS)
USPAP
NACVA Professional Standards
HMRC Shares and Assets Valuation Guidance
Insights From Real Valuation Engagements
2,500+ Valuations. 50+ Industries. Deep Expertise in Each.
Our Appraisers Understand HMRC, UMV, AMV, and Complex Share Rights - Not Just Generic Financial Models
Why Choose Transaction Capital LLC?
Big 4 Quality. Boutique Speed. Zero Compromise.
The EMI valuation market has two extremes: generic online calculators that overlook company-specific share rights, and large advisory firms with lengthy processes. Transaction Capital LLC delivers independent, credentialed EMI valuations with defensible UMV and AMV analysis.
| Capability / Feature | Transaction Capital LLC | Big 4 / National Firms | Automated Valuation Tools |
|---|---|---|---|
| Credentialed Valuation Professionals | ✓ | ✓ | ✗ |
| CSOP-Specific UMV Analysis | ✓ | ✓ | Limited |
| Share Rights & Capital Structure Review | ✓ | ✓ | Limited |
| HMRC / SAV Submission Support | Included | Available | ✗ |
| Pay After Draft Review | ✓ | Typically No | ✗ |
| Human Expert Sign-Off | ✓ | ✓ | Varies |
| Post-Valuation HMRC Support | Included | Often Extra | ✗ |
| Turnaround | 3–5 Business Days | Typically Longer | Fast / Automated |
Review Your HMRC-Ready Draft Before Payment
Review the complete EMI valuation report and proposed UMV and AMV conclusions before finalising payment and preparing your VAL231 submission.
EMI Valuation Support for Founders, CFOs, Tax Advisers & Legal Counsel
We provide clear, defensible EMI valuation analysis to support option grants, HMRC VAL231 submissions, adviser review, and future valuation queries.
Founders & Company Directors
Independent UMV and AMV analysis for initial, follow-on, and refreshed EMI option grants.UK Tax Advisers & Accountants
VAL231-ready valuation support with documented methodology, assumptions, and share-value conclusions.
Corporate & Legal Advisers
Clear analysis of Articles of Association, share restrictions, rights, and complex capital structures.Finance Teams & CFOs
Expert-reviewed valuations reflecting funding rounds, cap tables, forecasts, and current company circumstances.
Thousands of Estates Protected. One Standard of Quality.
Join thousands of families, business owners, and estate professionals who rely on Transaction Capital LLC for gift and estate tax valuations that hold up when it matters most - in IRS examinations, in court, and in front of the attorneys reviewing your plan.
Do Not Take Our Word for It.
Transaction Capital LLC delivered a high-quality Fair Market Value (FMV) analysis with exceptional responsiveness, professionalism, and depth. The team communicated clearly throughout the process and provided strong transparency around their methodology, allowing stakeholders to understand not just the conclusions, but the rationale behind them.
The work delivered by TXN Capital LLC on the IVS 105 valuation for our deeptech startup demonstrates great quality. Their clarity in documenting assumptions and methodologies ensures transparency and ease of understanding.
Working with Gaurav at Transaction Capital LLC for our 409A valuation was seamless and professional. He delivered a thorough, defensible report quickly and explained every detail clearly. Highly recommend for any startup seeking a reliable and efficient valuation partner.
Transaction Capital LLC, led by Dr. Gaurav, is truly the best in the business valuation space. I’ve seen the results firsthand — working with anyone else would be a waste of money. Believe me, they are the best.
Gaurav is very knowledgable in his field and was super helpful in his response and explanations. He finished the contract well before the deadline! Highly recommended. Thanks Gaurav
We got the Financial Model made by Gaurav which included all the standard things. Gaurav was helpful in explaining all the complex lingos and make it simple for us to understand. Strongly recommend him for getting FM made
US-Based CSOP Valuation Experts Supporting UK Companies
TXN Capital provides independent EMI valuation services to private companies across the United Kingdom and the United States, supporting companies preparing to grant, refresh, or update Enterprise Management Incentive options.
