What is the SEIS and EIS Scheme?

SEIS (Seed Enterprise Investment Scheme) and EIS (Enterprise Investment Scheme) are UK government programs that help you convince investors to part with their cash.

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How does SEIS/EIS work for investors?

The first part of your startup’s life is challenging. One of the biggest challenges is getting investors to take the same leap of faith you did when you decided to become a founder.

SEIS (Seed Enterprise Investment Scheme) and EIS (Enterprise Investment Scheme) are government programs that help you convince investors to part with their cash.

They were set up to encourage investors to give more money to risky startups by giving investors tax relief that effectively reduce the cost of their investment. The relief comes to the investor as a reduction in their personal tax liability.

They also get a Capital Gains Tax exemption when your startup is acquired for billions after curing world hunger (we hope!). There’s detail on how that works for your investors below.

SEIS/EIS Explained

In short, if you give your investors an SEIS/EIS certificate, they’ll get most of their money back in the form of tax relief whether you succeed or fail. It’s a cheap benefit to offer investors if you qualify for SEIS/EIS (like most early-stage startups) and the only costs are the application and HMRC paperwork.

As mentioned, F6S helps many startup founder clients successfully complete the HMRC application with minimal work and for free.

We’ll cover applying for SEIS and/or EIS, pros and cons of each, and tips on setting up your startup for SEIS/EIS without getting distracted from your most important goal - growing your startup.

Free SEIS/EIS advice for your company, SME or Startup

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What is SEIS/EIS?

Let’s tackle them separately.

EIS – Need to Know

EIS stands for Enterprise Investment Scheme. EIS was designed to give small companies (startups like yours) leverage to attract more investor cash when you sell shares.

HMRC sees the EIS investment scheme as specifically engineered for high-risk companies that would have trouble attracting investors on their own since they’re new to the market and risky. Seems tailor-made for early stage tech startups, right?

EIS works by offering tax relief to your investors. They give you money and get both their shares in your startup and a reduction in their personal tax liability from HM Revenue & Customs. In other words, they pay less taxes on money they make - the next best thing to money in their pocket.

Under EIS, investors can invest up to £1 million per year in unlisted companies (aka startups), but the investment must continue to qualify for at least three years. The investor can immediately claim up to 30% of their investment in your startup back from HMRC when they file their personal tax return.

Your startup is allowed to raise up to £5 million per year if you qualify for EIS. Over the total life of your startup, you are limited to raising £12 million in EIS eligible investment.

How do you know if your startup can give EIS benefits to investors when they buy your shares?

You’re likely to be eligible for EIS if you:


HMRC says that most trades are eligible for SEIS/EIS. However, there are some activities that are excluded. Consult the checklist below to find what trades are not SEIS/EIS eligible.

SEIS – Need to know

The Seed Enterprise Investment Scheme is the best approach for early stage founders.

Technically speaking, SEIS works in the same manner as EIS – tax reliefs for investors willing to buy new shares in your company. HMRC rules are that companies can benefit from up £150,000 of SEIS relief for investors.

Investors that choose to buy shares from your company are entitled to a 50% income tax relief on investments up to £100,000. Of course, there are some conditions that must be met. As examples, your startup can’t have more than 25 employees or gross assets greater than £200,000 to qualify for SEIS and your startup must not have been trading for more than 2 years.

You’re likely to be eligible for SEIS if your startup:

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What type of tech startups can get SEIS and/or EIS?

We’ve put together a table to help you decide what’s best for your startup. Take a look and please reach out to us for a free consultation if you have questions.

SEIS

EIS

Permanent establishment in the UK

Yes

Yes

Not trade on the stock exchange when the shares are issued

Yes

Yes

Must not control another company (Apart from qualifying subsidiaries)

Yes

Yes

Must not be controlled by another company

Yes

Yes

Must not have more than 50 percent of shares owned by another business

Yes

Yes

Must not close down or be expected to close down

Yes

Yes

Maximum gross assets

£200k pre-investment

£15m pre-investment
£16m post-investment

Maximum number of employees

25

250

Have received investment from a venture capital trust

No

Yes

Maximum time your Startup can have traded and still be eligible

2 years

7 years

When is your startup’s start of trading?

Your start of trading is important for SEIS/EIS. The two year EIS clock starts when investment moves from SEIS eligibility to EIS relief eligibility. Start of trading also dictates when your startup loses the ability to claim EIS relief completely after seven years.

Your startup’s start of trading is not necessarily when your company was incorporated or even when you began working on the project. HMRC fixes start of trading as when you make - or are ready to make - your startup’s first commercial sale.

This can get complicated and we’d be happy to give you free advice to make sure you stay on the right side of HMRC rules.

Advance Assurance

It’s a great idea to check with HMRC on whether investors that buy shares in your startup should get SEIS and/or EIS relief on their investment. You can (and usually should) do this even before you receive investment using a handy mechanism called ‘Advance Assurance’.

You can do Advance Assurance yourself or F6S is happy to help founders and startup clients get Advance Assurance. Again, the main benefit to the startup of Advance Assurance is that you can tell prospective investors immediately that SEIS or EIS has already been approved by HMRC. You’ll still need to make sure that you continue to qualify.

We’re ready to orient you - please reach out for a free consultation today.

Free SEIS/EIS advice for your company, SME or Startup

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How does SEIS and/or EIS benefit founders and startups?

It’s hard for any founder to get investors to part with their money - even when they’re getting a share in your startup in return.

Getting your investment round confirmed as SEIS and/or EIS eligible gives investors the certainty that they will get at least 30% of their investment back right away as a credit to their taxes. The theory is that the SEIS and/or EIS investor refund will benefit you by making the investor more willing to invest in your idea at an early stage.

How does SEIS and/or EIS benefit investors?

Investors get a refund against their taxes when they give your startup money through an SEIS/EIS investment. It goes beyond the income tax relief we’ve talked about earlier. They also get to pay less taxes if they sell their shares in your startup. The lower taxes they pay are called a Capital Gains Tax Exemption.

The Capital Gains Tax Exemption means that your startups’ SEIS/EIS investors don’t have to pay taxes when they sell their EIS or SEIS shares. Your startup’s investors only get the zero-rate Capital Gains Tax when they hold their shares in your company for at least three years and you remain qualifying for the entire period of investment.

Last, your SEIS/EIS investors get loss relief. The investors get a credit against their taxes between 22.5% and 31.5% of their investment if your startup doesn’t work out and you have to close it down. The rate depends on their income tax rate.

What type of investors can get EIS/SEIS?

HMRC says that the point of EIS/SEIS is to attract outside investors who’re willing to invest in your company. Thus, the rule is simple - anyone who is not connected with your company, can invest money in your business through EIS/SEIS. They do have to owe taxes in the UK of course.

These are some types of investors that can’t get EIS and/or SEIS relief when they invest in your startup. For example:

How do you apply for SEIS and/or EIS?

We recommend that startup founders start by getting Advance Assurance (AA). This is HMRC's way of confirming that investors in your startup can get the tax benefits of SEIS/EIS when they purchase shares.

Keep in mind that the Advance Assurance depends on you making a complete, defendable and truthful application that is still the case when the investment is made. It’s important to apply correctly and we’re always happy to provide a free consultation if you have questions.

Here’s how you apply for Advanced Assurance:

Step 1. Make sure you’re the right person in the startup to apply.

The director or secretary of your startup are the only people that can file for Advanced Assurance or authorize an application. You can also use an agent such as F6S to prepare, submit and make sure the application is correctly processed.

We believe that a good agent can quickly get the key information needed from you and go through the work of building a bullet-proof Advance Assurance application on their own - so you can focus on closing investors and growing your startup.

Step 2. Gather key info for your application.

You’ll have to give HMRC information to convince them that investments in your startup qualify for SEIS and/or EIS. Some of the information you’ll have to prepare is:


Step 3. Complete the Advance Assurance application.

Go to HMRC’s online Advance Assurance application and fill in all the information they request. They’ll give you a copy of your application when you complete it.

Step 4. Send your application to the HMRC.

You can do this by email. We can take care of it for you as well.

Step 5. Wait for a response from HMRC.

HMRC usually take four to five weeks to respond with Advanced Assurance confirming that you qualify for SEIS/EIS. This is the ‘Golden Ticket’ that potential investors will want to see.

Let’s get started on your SEIS and EIS applications.

Applying for EIS relief after receiving investment

Step 1. Complete an EIS1 Compliance Statement.

Head to HMRC’s web page and complete the EIS1 compliance statement.

Step 2. Send the application to HMRC.

Download the completed form and send it to HMRC via email or your agent.

Step 3. Get your SEIS/EIS Compliance Certificates.

Get your compliance certificates and HMRC letter. Send completed compliance certificates to your investors to prove that the investment is EIS-compliant so they can claim EIS relief and the benefits we’ve described.

Applying for SEIS relief after receiving investment

Step 1. Complete a SEIS1.

Head to HMRC’s website and complete the compliance statement SEIS1.

Step 2. Send the application to the HMRC.

Download the form in your computer and send it to the HMRC via email or agent.

Step 3. Get compliances from HMRC.

Get your compliance certificates and the HMRC letter. Send completed compliance certificates to your investors to prove that the investment is SEIS-compliant so they can claim SEIS relief.

Free SEIS/EIS advice for your company, SME or Startup

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Can you get SEIS and EIS in the same investment round?

Yes, it is possible to get SEIS and EIS during the same investment round. It’s called an SEIS/EIS dual raise. Basically, you can choose to give an investor SEIS shares first as the ‘first completion’ of your round, followed by an additional EIS investment from the same investor called the ‘second completion’.

For example, an investor can invest up to the SEIS allowance of £100,000 in your startup’s first completion and an additional amount under EIS in your startup’s second completion. Both investments can be in the same investment round.

One thing you must keep in mind is that you must file for SEIS before EIS. You can’t raise cash and sell shares under SEIS, while, at the same time raise cash and issue shares under EIS.

Here's a more in-depth example:

Let’s assume that your company has issued £50,000 worth of SEIS shares. Next, you decide to do a £300,000 raise on a pitch page. This means that the first £50,000 invested in your company are SEIS eligible while the remaining £250,000 are EIS eligible.

When your pitch closes, all your investors will be be informed via email about the investment (tax relief available on investments).

Now, after the period written in the email expires, the first £50,000 is collected while, at the same time, shares are issued to your investored. After you issue shares to your SEIS investors, the rest of the £250,000 can be collected. Again, new shares can be issued.

This means that if an individual investor makes two separate investments during the same pitch, but only after the SEIS allowances has been exhausted, both will be treated as being separate investments.

What it all boils down to is this - your investor can make two investments during the same pitch. More than that, he will collect the SEIS investment money before the EIS investment money. In the end, your investor will legally be entitled to two share certificates which were issued on separate dates.

What are the most common SEIS/EIS failures?

SEIS/EIS are incredible programs, but it’s important to get the details right. Here are the four most common pitfalls and misconceptions we’ve seen:

Getting the trading windows for SEIS/EIS wrong

Your startup must receive EIS investment within seven years of the first sale you make. For SEIS it must be within two years of beginning to trade

You issue shares before receiving the cash from investors

HMRC advises that you should have the money in your bank account before issuing shares. Always issue shares only after you receive the cash.

Advance Assurance just puts you on par with other startups - you still need to have a great idea, pitch and (preferably) traction

There are lots of founders and startups hustling for investor money. SEIS and EIS can reduce the risk for investors, but isn’t a guarantee of success. Most other good startup investments will also have Advance Assurance. You should think of Advance Assurance as the cost of playing the game and not as a success in itself.

Mistakes in paperwork delay Advance Assurance

Incomplete or missing paperwork can mean that you’ll have to start again. We see founders and startups that lose months due to simple mistakes or a lack of knowledge about what HMRC considers a complete Advance Assurance application.

Wrap-up

SEIS and EIS are powerful tools to make your startup more attractive to investors. You have to do a lot of paperwork correctly and in the right order, but the tax breaks your investors get in return are well worth it.

Once you have investment, you can get more government tax credits that can go into your bank account (instead of your investors!) like R&D Tax Credits we can help you get.

We’re here to help and answer any questions to make sure you get both your SEIS/EIS and your investors sorted.

FAQs

What is SEIS and EIS advance assurance?

Advanced assurance is when you check with HMRC if a company meets the conditions for eligibility under SEIS (Seed Enterprise Investment Scheme) or EIS (Enterprise Investment Scheme). Advanced assurance allows you to give potential investors confidence that their investment in your company will qualify under the SEIS or EIS schemes.

What are the benefits of the EIS Scheme?

Some of the EIS share scheme benefits are: 

What are the benefits of the SEIS Scheme?

Some of the SEIS share scheme benefits are: 

What’s the difference between SEIS and EIS?

The stage of a company or startup’s development decides if SEIS or EIS can be used to give tax advantages to investors. SEIS is aimed at early-stage startups whereas EIS is for more mature startups. HMRC also gives a higher rate of tax relief to SEIS investors than EIS investors to compensate for the increased risk of early stage companies. At a high level: 

SEIS companies and startups have:

EIS companies and startups have:

What is an SEIS investment?

The UK government introduced the Seed Enterprise Investment Scheme (SEIS) to help young companies raise money by reducing the risk for investors that invest in these companies. The SEIS investors’ risk is reduced because they get a credit against the taxes they would otherwise have to pay as well as other types of tax relief for investing their money in EIS eligible companies and startups.

What is an EIS investment?

The UK government introduced the Enterprise Investment Scheme (EIS) to help young companies raise money by reducing the risk for investors that invest in these companies. The EIS investors’ risk is reduced because they get a credit against the taxes they would otherwise have to pay as well as other types of tax relief for investing their money in EIS eligible companies and startups.

What is SEIS tax relief?

The Seed Enterprise Investment Scheme (SEIS) offers the following tax breaks to investors who buy shares in companies that qualify:

What is EIS tax relief?

The Enterprise Investment Scheme (EIS) offers several tax breaks to investors who buy shares in companies and startups that qualify for EIS:

Free SEIS/EIS advice for your company, SME or Startup

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