Who this is for
- UK companies hiring in the US, or granting to US citizens and green card holders based in the UK.
- US companies with UK employees where the group qualifies to grant EMI options.
- Groups restructuring across the two countries, such as a UK company putting a US holding company on top ahead of a US funding round.
Two standards, one company
The IRS and HMRC are asking a similar question, namely what the shares are worth, but they ask it in different ways.
| 409A (US) | EMI (UK) | |
|---|---|---|
| Conclusion | One fair market value per share | Actual Market Value and Unrestricted Market Value |
| Protection | Safe harbor through an independent appraisal | Advance agreement with HMRC |
| Validity | Up to 12 months, absent a material event | 90 days from HMRC's agreement |
When the two valuations are commissioned separately, they can end up resting on different forecasts, different comparable companies, or different views of the latest funding round. That inconsistency is hard to explain to an auditor or a tax authority. Our guide to EMI vs 409A valuations covers the differences in full.
How we run a cross-border engagement
- One intake. A single information request covering both reports.
- One enterprise value. The same financial analysis, the same view of the latest round, and the same allocation model underpin both conclusions.
- Two reports. A 409A report for US grants, and an AMV and UMV report with VAL231 support for EMI grants, each written to its own standard.
- Aligned timing. We plan around the 90-day EMI window and the 12-month 409A cycle so that grants in both countries can be made together.
Employees taxed in both countries
A US citizen working in the UK can hold an EMI option that is also subject to 409A. For that option the exercise price generally needs to be at least the higher of the two values. Knowing both figures at the same time, from the same analysis, avoids discovering the problem after the grant has been made.
The individual services
Each side of the engagement is also available on its own: see 409A valuations and UK EMI valuations.
Frequently asked questions
Can one valuation report cover both EMI and 409A?
No. The IRS and HMRC apply different standards, so each needs its own report and its own conclusion. What can and should be shared is the underlying analysis of the business and its enterprise value.
Will the EMI and 409A values be the same?
Often not. The two regimes define value differently and treat share restrictions and discounts differently, so it is normal for the conclusions to differ even when they start from the same enterprise value.
What exercise price should we use for an employee taxed in both countries?
Generally the higher of the US fair market value and the UK market value, so that the option meets 409A and also keeps its EMI tax treatment. Your legal advisers should confirm the position for each individual.
Can a US parent company grant EMI options to its UK employees?
It can be possible where the group meets the EMI conditions, including independence and having a permanent establishment in the UK. Eligibility is a legal question to settle with your advisers before the valuation begins.
This page is general information, not tax or legal advice. It reflects US and UK rules as we understand them in October 2026; confirm how they apply to your company with your advisers.