ICAEW Share Scheme Valuations
HMRC-Defensible in 5–10 Days.
Defensible UK share valuations for the schemes EMI doesn't cover — Section 431 elections, growth shares, hurdle shares, unapproved options and CSOP. Partner-led by an ICAEW Chartered Accountant, fixed fee, no junior analysts.
Get the share scheme valuation wrong, and HMRC re-prices it for you — with interest.
Outside EMI, you can't pre-agree the valuation with HMRC. That makes the methodology and audit trail everything. Three reasons UK founders engage us for non-EMI schemes.
Section 431: 14 days, no second chance
A s.431 election locks in income tax on the unrestricted value at acquisition. Sign it within 14 days of the share issue — using a credible, contemporaneous valuation — and future growth is CGT. Miss it or under-value, and HMRC will challenge years later.
Growth shares need a real hurdle
Growth / hurdle shares only deliver capital-gains treatment if the hurdle reflects a defensible enterprise value at issue. A weak valuation collapses the structure into employment income on exit.
Unapproved options & CSOP need audit-ready numbers
Unapproved option exercises trigger income tax and NIC at market value on exercise. Whether you're granting CSOP within the £60k limit or running a non-tax-advantaged plan, HMRC expects a documented methodology you can produce on enquiry.
Three steps. 5–10 days to report. Partner-led throughout.
No handoffs to junior analysts. No template output. Every share scheme valuation is prepared and signed off personally by an ICAEW Chartered Accountant.
Submit your details
Send 3 years of accounts, your cap table and a short note on the scheme you're putting in place. We confirm scope and fixed fee within one business day.
Modelling & methodology
We apply the methodology HMRC expects to see: DCF, normalised EBITDA multiples, comparable transactions and — for growth shares — option pricing models (Black-Scholes / Monte Carlo) for the hurdle.
Signed report & methodology memo
You receive a board-ready valuation report, a methodology memorandum, and the supporting workings — all audit-ready in case HMRC enquires in future.
A complete, HMRC-defensible share scheme valuation pack.
- ✓Restricted & unrestricted market valueBoth values derived and documented, with the restriction discounts HMRC expects to see for s.431 and growth share work.
- ✓Methodology memorandumDCF, EBITDA multiples and comparable transactions, with sources, sector benchmarks and sensitivities — plus option pricing for growth share hurdles.
- ✓Section 431 / option grant supportPlain-English summary your lawyer can attach to the s.431 election, option grant deed or CSOP scheme rules.
- ✓Cap-table & dilution analysisPre- and post-scheme cap table modelling so you can see employee dilution and waterfall outcomes at target exit.
- ✓Board pack & adviser briefPlain-English summary you can drop into your board minutes and share with your scheme lawyer or auditor.
- ✓Future-enquiry defence fileFull working papers archived so the valuation can be defended on HMRC enquiry years after grant.
Kishen Patel — ICAEW Chartered Accountant, BFP ACA
Kishen has over 12 years across Big Four audit (Deloitte), investment banking, and corporate advisory. He founded Consult EFC to give ambitious UK SMEs access to the same calibre of financial thinking previously reserved for large corporates — at a fee that makes sense for a growing business.
Every share scheme valuation is prepared and signed personally. No analyst stack. No template report. The same person who quotes you is the person whose name is on the methodology memo if HMRC ever asks.
Founders and finance directors who chose ICAEW over a template.
The work was handled entirely professionally. Kishen kept us informed at every stage and the report was exactly what our advisers needed.
We needed a valuation that would hold up under outside scrutiny. Kishen delivered a report that was called one of the most rigorous our advisers had seen from an SME.
We used an online tool before speaking to Consult EFC. The difference was night and day. The figure was materially higher and fully defensible.
What founders ask before instructing us.
Can I pre-agree a non-EMI share valuation with HMRC?
No. HMRC's Shares and Assets Valuation team only pre-agrees valuations for EMI and CSOP (in limited cases). For Section 431, growth shares and unapproved options you cannot get an advance clearance, which makes the quality and audit trail of the valuation everything if HMRC enquires later.
What is a Section 431 election and why does the valuation matter?
A s.431 election is signed by employer and employee within 14 days of share acquisition. It elects to be taxed on the unrestricted market value at acquisition, so future growth qualifies for capital gains tax instead of income tax. The valuation underpinning it must be contemporaneous and defensible — under-valuing it is the most common cause of later HMRC challenges.
How do growth share valuations work?
Growth shares only deliver value above a defined hurdle (typically today's enterprise value plus a coupon). Their value at issue is small but not zero — we model it using an option pricing approach (Black-Scholes or Monte Carlo) so the hurdle is defensible and the s.431 election sticks.
How long does a share scheme valuation take?
We typically deliver a signed report in 5 to 10 business days once we have your accounts, cap table and a short description of the scheme. For s.431 elections we work to your 14-day signing deadline.
How much does a share scheme valuation cost?
We quote a fixed fee up-front, typically a fraction of what a Big Four firm would charge for the same scope. The fee depends on company size, the scheme type (s.431, growth shares, options) and whether multiple classes are in issue. No hourly charges and no surprises.
Do you work alongside our scheme lawyer?
Yes. We routinely work with employee share scheme lawyers and tax counsel — providing the valuation, methodology memo and any supporting analysis your legal team needs for the scheme documents and s.431 election.
A defensible number, signed off by an ICAEW Chartered Accountant.
- Fixed fee, quoted within one business day
- Report in 5–10 business days
- Methodology memo + working papers archived for future enquiry
- Partner-led from quote to signed report — no junior analysts
- Confidential. Used by SME owners across the UK.
Prefer to talk? +44 7767 629 008 · info@consultEFC.com