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SEIS & EIS

SEIS and/or EIS advance assurance is key to closing your funding round. Two key legal documents must be submitted with your application. The great news is FounderCatalyst's advance assurance package is included within your legal funding round, at no extra cost.

What are SEIS and EIS?

SEIS and EIS are generous tax relief incentive schemes, offered by the UK Government to investors resident within the UK. They were set up by the Government to encourage investment into start-ups and early stage businesses.

SEIS stands for Seed Enterprise Investment Scheme and is aimed at very early stage businesses. SEIS tax relief is more generous than EIS, to reflect that the investment is early stage with a higher risk. Businesses can receive a maximum of £250,000 through SEIS investments.

EIS stands for Enterprise Investment Scheme, is aimed at slightly later stage businesses and the tax relief is slightly less generous...but still great! Under EIS, you can raise up to £5 million each year up to a maximum of £12 million in your business' lifetime.

Your advance assurance journey in 4 steps

Produce

Produce your pitch deck and 3 year forecast.

Sign up

Sign up for your FounderCatalyst account and create your SEIS / EIS paperwork.

Submit

Submit to the FounderCatalyst experienced checking service.

Send

E-mail your submission pack to HMRC.

A company can apply for both SEIS and EIS schemes, if appropriate, at the same time. There is a good summary of SEIS and EIS and more detailed information available from HMRC - you should read this if you are serious about attracting investors under these tax relief schemes.

What is SEIS and EIS advance assurance?

Ordinarily, for investors to be able to invest under the SEIS or EIS schemes, your company needs to have advance assurance from HMRC. Essentially, you ask HMRC to agree that any investment in your company meets the conditions of the SEIS / EIS tax relief scheme(s). You then use advance assurance to “assure” investors that their proposed investment qualifies for the tax relief scheme, based on the information you provided to HMRC.

Why is advance assurance so important to founders?

Put simply, by having advance assurance you become a more attractive proposition to investors, dramatically improving your likelihood of a successful fundraise. Advance assurance makes you a lower risk investment and therefore more appealing, all due to the tax relief your investors can claim.

Why is advance assurance key to your investors?

It's all about tax relief and reducing risk. For EIS and SEIS, investors can get income tax relief of 30% and 50% respectively on money invested, and capital gain exemption on a sale of the company.

How can FounderCatalyst help?

We are not going to pretend that advance assurance is always a given. That is why the FounderCatalyst advance assurance package is proven to give you a great chance of submitting a successful application. The FounderCatalyst platform provides extensive documentation, including all of the necessary forms and a covering letter to HMRC, together with all of the required legal documents.

FounderCatalyst will help to prepare your (S)EIS HMRC application for advance assurance. We will review your pitch deck and forecast to give you a great chance of passing.

What is the FounderCatalyst checking service?

Once you have completed your advance assurance documentation using the platform, submit your submission pack to aa@foundercatalyst.com. We will review and inform you, on a non-advisory basis, if we think any documents or information is missing and offer suggestions on how to improve your application to HMRC. We aim to respond to you within 24 hours and our checking service has a 98% success rate.

How much does it cost?

The great news is FounderCatalyst's advance assurance package is included within your legal funding round as standard, at no extra cost (so, £1,495 exc. VAT). Most advisors will charge significantly more than this just to produce your funding round legal paperwork, so it really does save you time and money.

We prefer to be open and transparent, saving you time and money.

“FounderCatalyst was an excellent choice, we were delighted with the platform throughout our funding round. From term sheet, legals, due diligence to data room, the process was faultless, keeping deal momentum and presenting a professional interface to our investors.”

Neil Morris - Kelpi

Co-Founder & CEO

Why can't I submit my advance assurance application before creating my legal paperwork?

As part of your advance assurance application, you must submit copies of your articles of association together with your subscription and shareholders agreement. Much of the information required to compete your legal documents is also required by HMRC during an advance assurance application. Therefore, your advance assurance application and legal paperwork need be to be completed at the same time.

So, rather than start by paying for your advance assurance separately and then having to pay for your legal paperwork on top, with FounderCatalyst the advance assurance package is included in your legal funding round price.

SEIS / EIS is key to getting your investors onboard.

What are the pitfalls when applying for advance assurance?

As with any HMRC scheme, there are many catches when applying for advance assurance. As you would expect, there is a lot more to do than just complete and submit a form.

When you apply for advance assurance, you will need to submit several supporting forms and documents to HMRC as detailed below.

Some key pitfalls to avoid:

  • Not answering all of the exam questions. Not fully answering each of the items in the checklist will result in a swiftly rejected submission.
  • Missing attachments. A minimum submission consists of 8 documents - missing any of these will also result in rejection.
  • Missing specifics. HMRC wants to know how much are you raising, when, and how will it be spent. It also needs to understand all sources of revenue.
  • Hinting at a short term exit. HMRC can be inconsistent on this point, but sometimes they object to a phrase such as "Aim to exit in 3 years via an acquisition" or similar, on the basis that this doesn't meet the SEIS aim of long term growth.
  • Not including details of two potential investors. This is easily forgotten, but these details are now mandatory with every submission.

If you fail to provide all of the requested information, it will at best lengthen the process and at worst result in your application being rejected.

How long will it take to get advance assurance?

As a best case, we have had a positive confirmation of advance assurance from HMRC within just 2 working days. HMRC ominously warns, however, that:

We aim to deal with 80% of correspondence within 15 working days of receipt. We aim to deal with 95% of correspondence within 40 working days of receipt.All enquiries are dealt with strictly on a date received basis. We will not reply to emails requesting an update for an enquiry that has been received and is currently within the 15 working day timeframe. And during Coronavirus this ‘don't chase' timeframe was extended to 45 days.

In short, apply for advance assurance as soon as possible to ensure that it doesn't delay closing your round.

What documents are required for an (S)EIS application?

An SEIS (and/or) EIS submission consists of documents that fall into four broad categories:

  • Documents created by you for your investors as part of the fundraising process, such as your pitch deck and 3-year financial forecast;
  • • Specific forms that HMRC requires you to complete as part of your submission;
  • Supporting documentation, such as a copy of your accounts, a copy of your memorandum of incorporation etc; and
  • Specific company documentation that FounderCatalyst produces for you, such as articles of association and subscription and shareholders’ agreement.

Our toolkit walks you through how to find find your supporting documentation and complete the HMRC forms.

Can you undertake an SEIS and an EIS round at the same time?

You can, but you need to be careful with timings to ensure that all SEIS investors complete their investment before the EIS investments start. In practice, this means: you must ensure that all of your SEIS investors pay for their shares and that you issue their share certificates, wait at least one day and then accept payment from EIS investors and issue their share certificates. Failure to follow this guidance could lead to either SEIS or EIS status being withdrawn from your company, so you should communicate these timings to your investors.

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