After a company files its SEIS1 or EIS1 compliance statement and HMRC accepts it, the next step in the investor relief chain is the SEIS3 or EIS3 certificate. This is the document investors need to claim the reliefs the round was structured to deliver. Understanding what the certificate is, where it comes from, and when it arrives is a company-side obligation that sits squarely on the founding team.
What an SEIS3 or EIS3 certificate is
After a company files its SEIS1 or EIS1 compliance statement and HMRC accepts it, HMRC issues SEIS3 or EIS3 certificates. The company then passes each certificate to the relevant investor. Each investor uses their certificate to claim the income tax relief and CGT reliefs available under the scheme. The certificate is the investor's proof of a qualifying investment under SEIS or EIS.
The company does not create the certificate itself. It originates with HMRC following acceptance of the compliance statement. The company's role after that point is distribution to investors.
Where the certificate sits in the sequence
The certificate is the final stage of a sequence that begins with the share issue. The company issues shares, waits until the 4-month trading or 70% spend gate is met (for SEIS) or the 4-month qualifying activity gate (for EIS), then files the compliance statement. Only after HMRC accepts that filing does it issue the SEIS3 or EIS3 certificates. The company then distributes them. No step can be skipped or reordered.
For the full detail of the SEIS1/EIS1 filing process and those gateway conditions, see the compliance statements guide. This post picks up from the point HMRC accepts the filing.
| Stage | Who acts | Source |
|---|---|---|
| Share issue to investors | Company | |
| 4-month trading gate met (EIS) or 4-month/70% spend gate met (SEIS) | Company must satisfy before filing | gov.uk: compliance statements |
| File SEIS1 or EIS1 compliance statement with HMRC | Company | gov.uk: compliance statements |
| HMRC reviews and accepts the compliance statement | HMRC | |
| HMRC issues SEIS3/EIS3 certificates | HMRC | gov.uk: compliance statements |
| Company distributes certificates to each investor | Company | |
| Investor claims relief via Self Assessment | Investor |
What the certificate lets the investor do
The certificate is the investor's evidence of a qualifying investment. Under SEIS, an investor can claim 50% income tax relief on up to £200,000 invested per tax year, along with CGT reinvestment relief and a CGT-free disposal after three years. Under EIS, an investor can claim 30% income tax relief on up to £1m per tax year, rising to £2m where the excess is invested in knowledge-intensive companies, on a minimum three-year hold.
These are statements of fact about what the schemes provide. Advising any individual investor on whether or how to claim is outside the scope of this guidance. Investors should take their own advice.
SEIS3 vs EIS3: what is different
The two certificates serve the same function in their respective schemes. The difference is the underlying scheme and the relief rates that flow from it.
| Certificate | Scheme | Investor income tax relief headline | Source |
|---|---|---|---|
| SEIS3 | Seed Enterprise Investment Scheme (SEIS) | 50% on up to £200,000 per tax year | gov.uk: SEIS investor relief |
| EIS3 | Enterprise Investment Scheme (EIS) | 30% on up to £1m per tax year (up to £2m for knowledge-intensive companies) | gov.uk: EIS investor relief |
A company that ran both SEIS and EIS tranches of a round will issue SEIS3 certificates for the SEIS shares and EIS3 certificates for the EIS shares. The compliance statement process is separate for each tranche.
EIS3 vs EIS5: the nominee fund version
EIS5 is the version used by approved nominee funds and EIS fund managers. When an investor puts money into an approved EIS fund rather than directly into a qualifying company, the underlying relief documentation they receive is an EIS5 issued by the fund rather than an EIS3 issued direct from the company.
From the company's perspective, the compliance statement process is the same: the company files EIS1, HMRC accepts it, and HMRC issues the underlying certificates. The fund then issues EIS5 documentation to its investors. If your round involves a nominee or approved fund structure, your accountant or solicitor should confirm the specific mechanics, as the precise EIS5 documentation flow involves details not covered in HMRC's published public guidance on the company-side process.
Timing: when investors receive their certificates
Certificate timing flows from HMRC accepting the compliance statement. HMRC does not publish a fixed turnaround time for either reviewing the compliance statement or issuing the certificates, and in practice the wait varies. Founders should not promise investors a specific date. The company can only distribute certificates once HMRC issues them.
What the company can control is filing the compliance statement promptly once the qualifying gate is met. Delays in filing flow directly into delays for investors. For EIS there is a two-year filing window (from the later of the tax-year end of the share issue or the four-month gate being met); SEIS1 has no hard deadline once the gate is met, but there is no advantage in waiting (gov.uk: compliance statements).
Common founder mistakes
The mistakes that cause the most problems at the certificate stage all stem from misunderstanding the sequence.
- Issuing certificates before HMRC acceptance. A company cannot legitimately issue SEIS3 or EIS3 certificates. HMRC issues them. Distributing unofficial versions before HMRC has accepted the compliance statement misleads investors about the status of their relief and puts the entire round at risk.
- Not filing the compliance statement in time. For EIS, the two-year filing window has a hard deadline. Missing it means investors lose their relief permanently. Setting a reminder to file well before the deadline is one of the most important post-round tasks.
- Filing the compliance statement before the qualifying gate. Filing SEIS1 or EIS1 before the four-month trading gate is met (and before the 70% spend gate for SEIS) is a common error that causes HMRC to reject the filing. See the compliance statements guide for the exact gate conditions.
- Wrong investor details on the compliance statement. If investor names, addresses, or share numbers do not match the company's register, HMRC may query the filing. Reconcile the compliance statement against the share register before submitting.
- Assuming advance assurance means the certificates are guaranteed. Advance assurance is HMRC pre-clearance for the proposed structure. It does not guarantee that HMRC will accept the compliance statement. The company must still satisfy every qualifying condition through to the filing date.
Getting the raise and certificates handled
The SEIS3/EIS3 certificate process is only as smooth as the compliance work that preceded it. Advance assurance before the round closes, properly structured share documentation, and a compliance statement filed on time are the three pillars that determine whether investors receive their certificates without complications.
If you are preparing for a round or have already closed one and need the compliance statement filed, the SEIS/EIS advance assurance and compliance service covers both stages end to end. Founders at the fundraising stage can also explore the advance assurance guide and the SEIS vs EIS comparison to confirm which scheme fits the round. For pre-seed founders structuring their first raise, the pre-seed founders hub sets out the full compliance picture. Funded startups managing a post-round compliance backlog can find the relevant context at the funded startups hub.