Start with the proposed grant
An EMI valuation relates to shares in a particular company and the rights and restrictions attached to them. Establish the share class, proposed grant timing, recent funding and relevant company changes. Valuation work sits alongside, rather than replaces, advice on scheme eligibility and option documentation.
Actual and unrestricted market value
Actual market value considers relevant restrictions; unrestricted market value considers value without those restrictions. The difference depends on the facts and should not be treated as a standard percentage adjustment. A recent funding price also needs analysis where investors received different rights from the option shares.
The HMRC process
HMRC’s published process uses form VAL231 for an EMI valuation agreement. Its guidance states that an agreed valuation is valid for 90 days. Changes in company circumstances affecting share value can require reconsideration, so timing matters. Agreement is not an endorsement of the company or a guarantee of investment performance.
Example: funding and option shares
A company raises capital through preference shares with economic protections. Employees are to receive options over ordinary shares. Dividing the investment by the number of investor shares does not automatically establish the ordinary share value. The rights, transaction terms and circumstances need to be examined together.
Define what support is required
Explain whether you need analysis, a supporting report, assistance preparing a submission or coordination with existing advisers. Any HMRC representation or scheme implementation work must be specifically agreed. No HMRC approval, response time or valuation outcome is guaranteed.
Source: HMRC: get a share scheme valuation and HMRC EMI valuation guidance. Checked 10 October 2026.
Check the HMRC process against the proposed grant date
HMRC’s guidance describes using form VAL231 to seek agreement of an EMI valuation. Actual market value and unrestricted market value need appropriate consideration where restrictions affect the shares. Do not assume a recent investment price applies unchanged to option shares with different rights.
HMRC states that EMI valuation agreements are normally valid for 90 days from agreement. Its manual also conditions this on no intervening change in the company’s circumstances affecting share value before issue. Check the current guidance and the facts around the proposed grant rather than treating a prior agreement as automatically usable.
Read HMRC’s share scheme valuation guidance and the EMI valuation manual. Confirm scheme eligibility, documentation and notification responsibilities with the relevant advisers; agreement of a value does not establish all those matters.
Prepare an evidence pack that explains the share rights
Identify the share class, proposed option terms, company structure, latest accounts and current trading. Include the relevant funding-round documents and explain whether investor preferences or other protections differ from the option shares. A headline funding valuation can conceal those economic differences.
Keep forecast versions and material developments dated. The adviser needs to know what changed between the latest accounts, recent transactions and proposed grant. Reconcile the financial schedules and identify gaps rather than submitting a collection of inconsistent presentations.
Discuss whether the work covers a financial valuation, preparing supporting information, submission assistance or another specified deliverable. Tax, legal and administration responsibilities should be allocated explicitly. Start with the proposed timetable; detailed employee or company records can follow through an agreed confidential channel.
Your starting checklist.
- Cap table including existing options
- Articles and proposed option share rights
- Recent accounts, forecasts and funding terms
- Expected grant date and material company changes
Start with the purpose. Confidential documents can follow through an agreed channel.
Further questions
What is VAL231 used for?
HMRC’s guidance describes VAL231 as the form used to seek agreement of an EMI share valuation. Confirm current requirements and the proposed grant circumstances before submission.
Does an agreed EMI valuation confirm scheme eligibility?
No. The value, scheme eligibility, legal documentation and relevant reporting responsibilities are separate matters to confirm with the appropriate advisers.