Knowledge Base: Registering an overseas companies in the UK for SEIS

To register an overseas company in the UK for the Seed Enterprise Investment Scheme (SEIS), you’ll need to follow several steps:

1. Compliance:

Ensure your company meets SEIS criteria, including:

• Fewer than 25 full-time employees.

• Less than £200,000 in gross assets.

• Trading for under 2 years.

• Conducting a qualifying trade (non-excluded activities).

Refer to the official SEIS eligibility criteria for details.

2. Permanent Establishment:

Your company must have a permanent establishment in the UK. This can be either:

• A fixed place of business, such as an office, branch, or factory, where substantial business activities are carried out.
• An agent (statutory director) based in the UK who has the authority to enter into contracts on behalf of the company and regularly does so.

The most straightforward way of achieving this is by having a Statutory Director who resides in the UK. See HMRC’s guidance on permanent establishments.

Steps to get Advance Assurance for your non-UK company

1. Register with Companies House

• Begin by registering your company via Companies House using this OS IN01 form

  Note: You can find the required supporting documents here.

2. Submit to FounderCatalyst for review

• Raise a Support Ticket with FounderCatalyst, including the completed form and all attachments. Our team will review the materials before submission to Companies House.

3. Companies House approval

• If accepted, your company will be registered as a UK establishment of an overseas company.

4. Receive UTR from HMRC

• HMRC will send your company’s Unique Taxpayer Reference (UTR) within 10 working days of Companies House approval.

5. Provide pitch deck and forecast model

• Reply to your existing support ticket with copies of your pitch deck and financial forecast model.

6. Submit investment documentation

• Share your proposed investment documents (under your domestic law).

• Ensure that shares issued to (S)EIS investors do not carry any preferential rights over other shares. See HMRC guidance.

7. SEIS/EIS application

• Once all documents are reviewed, we’ll proceed with submitting your SEIS/EIS Advance Assurance application.