Preparing for SEIS/EIS

What it is

Advance Assurance is an optional, non-statutory opinion from HMRC, given before shares are issued, on whether a proposed investment is likely to qualify under SEIS or EIS.

It is requested by the company, not by investors, and it is based entirely on the information the company provides.

Why investors may ask for it

• Risk

  The tax relief is a material part of an angel's return profile. Without it, the same deal looks different.

• Diligence

  It signals the company has at least been through a structured check of the conditions.

• Timing

  Investors rarely want to wait for a compliance statement after wiring money to find out whether relief is available.

What founders typically need to prepare

HMRC sets out the information required. The list below reflects current guidance; check the official page before you submit, because the requirements change.

• 01A business plan and financial forecasts covering the period the money will be spent over
• 02The latest accounts, if the company has filed any
• 03The company's memorandum and articles of association, and any proposed changes
• 04Details of the shares to be issued, the amount to be raised and the rights attaching to them
• 05An explanation of what the money will be spent on, and how it supports growth and development
• 06Details of any previous risk-finance investment, grants or de minimis state aid received
• 07The names and addresses of prospective investors, or the promoter approaching them
• 08Any documents being shared with prospective investors, such as a pitch deck

The official process

1. 01 — PrepareAssemble the documents and confirm the round structure, share class and use of funds.
2. 02 — SubmitApply through HMRC's venture capital schemes advance assurance service, naming prospective investors.
3. 03 — RespondHMRC may come back with questions. Answering slowly is the most common cause of delay.
4. 04 — OutcomeHMRC either gives assurance, declines, or says it cannot give a view on the information provided.
5. 05 — Issue sharesComplete the round on the basis assured — changes can invalidate it.
6. 06 — Compliance statementAfter the shares are issued and the money is spent as required, file the compliance statement so HMRC can authorise investor certificates.

What it does and does not confirm

• What it does

  Gives HMRC's opinion, on the information provided, that a proposed share issue is likely to meet the scheme conditions.

• What it does not do

  Guarantee relief. It is not a determination, and it does not bind HMRC if the facts turn out to be different or the company later breaches a condition.

• What can undo it

  Changing the structure of the round, issuing a different class of shares, spending the money on something else, or breaching an ongoing condition during the relevant period.

This is educational orientation, not tax, legal or immigration advice, and not an HMRC determination. Eligibility depends on the full circumstances of the company, the investor and the share issue under the rules in force at the time. Always check current HMRC guidance and take professional advice.