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SEIS and EIS advance assurance for UK founders raising a round.

This is a tax-compliance service only. We give guidance on qualifying for the schemes and obtaining HMRC pre-clearance. We do not give investment advice, price views, or financial promotions, and we do not solicit investment into any scheme. All outputs are general guidance routed to your specific facts via a conversation with us. <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance">Advance assurance</a> is HMRC's confirmation, before shares are issued, that the company appears to meet the qualifying conditions. It is not legally binding but is the standard expectation in early-stage UK fundraising: investors want to see it before committing. Getting the application right, with eligibility conditions clearly satisfied, is the substance of the work. Under <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme">SEIS</a>, a company can raise up to £250,000 if gross assets are no more than £350,000, the company has fewer than 25 full-time-equivalent employees, and it is within three years of starting to trade. <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-the-enterprise-investment-scheme">EIS</a> allows up to £5m per year and £12m over the company's lifetime, with higher limits for knowledge-intensive companies, and different qualifying tests apply. After shares are issued, SEIS1 and EIS1 compliance statements must be prepared and filed correctly before investors can claim their relief.

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£250,000
Maximum a company can raise under SEIS: gross assets no more than £350,000, under 25 FTE, within 3 years of starting to trade
£5m / £12m
EIS per-year and lifetime raise limits; higher for knowledge-intensive companies. A company can raise from both SEIS and EIS across successive rounds
50% / 30%
Income tax relief available to investors: 50% under SEIS on up to £200,000 per year, 30% under EIS on up to £1m per year (£2m for knowledge-intensive company shares)

The challenges clients face.

Not knowing whether the company still qualifies before approaching investors

SEIS requires the company to have <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme">gross assets no more than £350,000, fewer than 25 FTE, and to have started trading within the three years before the share issue</a>. EIS has different thresholds and restricts the use of raised funds to qualifying purposes. A company that has grown its gross assets, taken on staff, or passed the trading-age test may no longer qualify, and applying incorrectly wastes investor confidence.

Raising without advance assurance and finding the share issue does not qualify after the fact

<a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance">Advance assurance</a> is HMRC's pre-clearance that a proposed share issue is likely to qualify. Without it, investors who rely on tax relief may find their relief denied, which damages the company's relationship with those investors and its ability to raise a subsequent round. It is not a guarantee, but obtaining it before the round is the standard approach and allows issues to be resolved before shares are issued.

Confusing SEIS and EIS raise limits and over-raising past the SEIS cap

SEIS is capped at <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme">£250,000 in total</a> for the company. EIS allows <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-the-enterprise-investment-scheme">up to £5m per year and £12m lifetime</a>. A company raising across multiple instruments and rounds in close succession needs to track headroom carefully. The SEIS limit is not per round; it is total across all SEIS rounds the company has raised. Once the cap is hit, the company moves to EIS for subsequent rounds.

Missing or mis-filing the SEIS1 and EIS1 compliance statements blocks investor relief

After shares are issued, the company must file SEIS1 and EIS1 compliance statements with HMRC. <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance">Advance assurance covers the pre-issue period only.</a> Errors or delays in the post-issue compliance process can cause investors to lose part or all of their income tax relief and the three-year CGT disposal exemption. The company must also notify HMRC of any disqualifying event during the qualifying period after the share issue.

How we help.

SEIS and EIS company eligibility check before the round

We review the company's structure, trade, gross assets, FTE count, trading-age position, and planned use of funds against the <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme">SEIS qualifying conditions</a> and the <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-the-enterprise-investment-scheme">EIS qualifying conditions</a>. We identify any issues before the application is submitted, confirm available headroom, and advise on how to address anything that needs resolving. An application with known eligibility problems does not get advance assurance.

Advance assurance application preparation and HMRC submission

We prepare the <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance">advance assurance application</a> for HMRC, covering the description of the company's activities, the proposed terms of the share issue, the qualifying trade analysis, and any investor-side context that HMRC expects to see. We manage HMRC correspondence through to confirmation and advise on any conditions HMRC attaches to the assurance.

SEIS1 and EIS1 compliance statement management after the share issue

After shares are issued, we prepare the SEIS1 and EIS1 compliance statements, handle the HMRC submission, and issue certificates to investors so they can claim their <a href="https://www.gov.uk/guidance/seed-enterprise-investment-scheme-background">50% SEIS income tax relief</a> or <a href="https://www.gov.uk/guidance/venture-capital-schemes-tax-relief-for-investors">30% EIS income tax relief</a>. We check the qualifying conditions at the point of issue and monitor the three-year qualifying period for disqualifying events.

Common questions

Do we need advance assurance before we raise?
<a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance">Advance assurance</a> is not legally required, but it is the standard expectation in early-stage UK fundraising. Most investors in SEIS and EIS rounds want to see it before committing. It is HMRC's pre-clearance that the proposed share issue is likely to qualify. It is not a guarantee, and if the facts change before the issue, HMRC can withdraw it, but obtaining it before the round allows issues to be resolved while there is still time.
Does our company qualify for SEIS or EIS?
SEIS requires <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme">gross assets no more than £350,000, fewer than 25 FTE, and trading within three years of the share issue</a>. EIS has different thresholds: the company's age and gross assets tests differ, and the rules on use of the raised funds are more detailed. Both schemes require the company to carry on a qualifying trade. The right answer depends on the specific facts: we assess your company against the current tests before any application is submitted.
How much can we raise under SEIS versus EIS?
Under <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme">SEIS</a>, the company can raise up to £250,000 in total across all SEIS rounds. Under <a href="https://www.gov.uk/guidance/venture-capital-schemes-apply-for-the-enterprise-investment-scheme">EIS</a>, the company can raise up to £5m per year and up to £12m over its lifetime across the venture-capital schemes, with higher figures for knowledge-intensive companies. Once the SEIS cap is reached, subsequent rounds can use EIS. The limits count toward the overall lifetime cap.
What are SEIS1 and EIS1 and when do we file them?
SEIS1 and EIS1 are compliance statements filed with HMRC after the shares have been issued. They confirm that the qualifying conditions were met at the time of issue. After HMRC processes the statements, it issues certificates to investors who then use them to claim their income tax relief. The timing depends on when the shares are issued and when the qualifying trade has been carried on for the minimum period. We manage this process and alert you to any conditions that must be satisfied before the statements can be filed.
What happens if we breach an EIS condition after the share issue?
If the company breaches a qualifying condition within the three-year qualifying period after the EIS shares are issued, investors may lose part or all of their income tax relief and the CGT disposal exemption. The company must notify HMRC of any disqualifying event. We monitor the qualifying conditions during the holding period and flag risks as they arise so that the company has time to take advice before a breach occurs.

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