How to apply for advance assurance from HMRC for an EMI share option scheme

To ensure that the EMI share option scheme being proposed meets the qualifying criteria it is important that you seek advance assurance from HMRC. This will enable HMRC to clarify any grey areas while reducing any uncertainty for the parties involved. Each advance assurance application is made by preparing and sending a letter to HMRC together with supporting documentation.

Please note that HMRC will only be able to provide advance assurance on whether the company meets the qualifying requirements, it will not be able to provide any other assurance such as determining whether an individual would be an eligible employee or whether the option agreement meets the legislative requirements.

Information needed

In your submission you will need the following information:

• the company’s registered office address;
• the company’s registration number; and
• the company’s corporation tax reference number (this is the 10-digit number issued to all new limited companies by HMRC, otherwise known as a unique tax reference).

Without the above pieces of information, HMRC will return your request for advance assurance until the required details are provided.

The following documents will also have to be included in any advance assurance application you make to HMRC:

• a copy of the latest available accounts for the company and each of its subsidiaries with a permanent establishment/office in the UK;
• an up to date copy of the company’s memorandum and articles of association along with details of any proposed changes; and
• details of all trading or other activities carried on, or to be carried on, by the company and its subsidiaries.

As much detail as possible should be given relating to the company’s specific concerns so as to avoid a delay in the response and also to avoid any later dispute that insufficient or false facts were provided to HMRC.

Although the procedure is not statutory, HMRC is normally bound by any assurance given, provided the information supplied was correct and complete at the time it was given and has not been superseded by subsequent events. It is therefore important that all relevant information is supplied in writing with your application and sent to the following address:

 

HM Revenue and Customs – Local Compliance
Small Company Enterprise Centre Admin Team S0777
Newcastle upon Tyne
NE98 1ZZ
United Kingdom

We are happy to assist with your advance assurance application to HMRC (for clearance that the company is eligible for EMI purposes) including preparing and sending the letter to HMRC requesting advance assurance, and the supporting documentation. Please email wewillhelp@jonathanlea.net and a member of the team here will hold a no cost and no obligation initial 20 minute call at a mutually convenient time to discuss your requirements and agree in principle how we can help you.

This article is intended for general information only, applies to the law at the time of publication, is not specific to the facts of your case and is not intended to be a replacement for legal advice. It is recommended that specific professional advice is sought before relying on any of the information given. © Jonathan Lea Limited 2023.