EIS exits: What happens when an investor leaves early?
For experienced founders raising through the Enterprise Investment Scheme (EIS), most conversations centre on advance assurance, closing the round,...
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6 min read
Chris Nash
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Updated on September 17, 2026
Last updated: 17 June 2026.
If you're planning to start fundraising in the new year, it can be tempting to make January the starting line. But if you want to close an SEIS or EIS round in Q1, the preparation should have started yesterday.
There’s a lot more to an SEIS or EIS raise than finding investors. You may need to establish eligibility, prepare a business plan or financial forecasts, get your company records in order, apply for advance assurance, and allow time for investor conversations and due diligence.
And once the investment is made, there is still SEIS/EIS compliance to complete before investors can receive their tax certificates.
There’s also a tax consideration for investors. Many want to invest before the tax year is up to maximise their tax relief available within their annual investment limits. That’s why investment activity peaks from September to March, and why you should be ready for this increase in activity.
If a 2027 raise is on your roadmap, now is a good time to start working backwards from when you want the round to close.
There isn’t a standard timeline for an SEIS or EIS round. A company with an existing network of investors may move very differently from one building its investor pipeline from scratch.
A straightforward round might progress quickly, whilst a more complex raise can involve several rounds of diligence.
Rather than a rigid month-by-month timeline, it's worth taking a step back and looking at all of the stages you’ll need to get through.
You should start by getting clear on the round itself. You should consider:
This is also a good point to review your existing ownership structure.
Your cap table should give you a clear picture of who owns what, including previous investors, different share classes, and employee equity.
To ensure the raise goes as smoothly as possible (and you’re able to close the round on schedule), it’s important to smooth out any bumps and address issues before due diligence starts.
Get clear on SEIS and EIS eligibility
SEIS and EIS are designed for different stages and types of qualifying companies.
SEIS is for very early-stage businesses and currently allows a company to raise up to £250,000 in its lifetime under the scheme.
EIS is designed for more established companies and, following changes that came into effect in April 2026, companies can now raise up to £10 million in EIS investment in a 12-month period, or £20 million for qualifying Knowledge Intensive Companies (KICs). The lifetime company limits are £24 million and £40 million respectively.
That means the EIS landscape is different for companies raising in 2027 than it was previously, especially for those raising in Q1.
Before starting a round, founders should understand which scheme they are expecting to use and whether the company meets the relevant conditions. Ensure you have documentation that covers:
The earlier you identify potential issues or discrepancies, the more time you have to deal with it.
Securing advance assurance before approaching investors
Advance assurance is HMRC's non-binding view on whether a proposed share issue is likely to qualify for SEIS or EIS based on the information supplied.
It’s not a guarantee that the eventual investment will qualify, as the company still needs to meet the relevant conditions when the shares are actually issued.
However, many investors raising under the schemes will choose to invest in a company with advance assurance in place, because it helps to confirm that the investment is likely to qualify.
The application also isn’t something that you should (or could) do last minute. It requires information including:
HMRC typically takes between 3-6 weeks to process an advance assurance application, although this can take longer during busy periods, or if extra supporting information is required.
The best part about advance assurance is that once you have it, it doesn’t legally expire. That means you can secure advance assurance now, and so long as you still qualify under the eligibility criteria when shares are issued, your advance assurance is valid.
That’s why it’s suggested that if you want to raise early 2027, you should start thinking about applying for advance assurance now.
You’ll need to show investor interest before applying
There’s another reason not to leave advance assurance to the last minute. HMRC requires evidence of investor interest and does not provide advance assurance for speculative applications without identified prospective investors.
It’s advisable that looking for investors is something you should be doing all the time (especially as a growing business), but especially if you’re applying for SEIS/EIS advance assurance.
You may need to have already started developing your investor pipeline. These may just be conversations, emails, networks, events you’ve attended, but it’s important to remember that HMRC expects to see real investors who have the potential to provide funds.
Get your cap table ready before investors ask for it
A funding round changes your ownership structure, and before you raise, it’s important that you know what your structure looks like (and what you want it to).
That means knowing:
For a company that has already raised investment or issued employee equity, this can become increasingly important.
A discrepancy in your cap table may be relatively easy to fix when you discover it during preparation.
It can be much more inconvenient when an investor discovers it during due diligence.
Decide how you’re going to structure the investment
The investment itself may involve various different documents and structures. Depending on the circumstances, these could include:
Term Sheets, Advance Subscription Agreements (ASAs), Convertible Loan Notes (CLNs), Combined Investment Agreements, and more.
The right structure depends on your particular round.
Understanding the specifics of each document will help you to make the right decisions and protect your investors' eligibility for SEIS and EIS. For example, ASAs are eligible, but CLNs are not.
Understanding the intended structure early can help avoid having to rethink the mechanics of the round when an investor is ready to proceed.
Once your foundations are in place, there’s still the fundraising itself. Building an investor pipeline, making introductions, and nurturing relationships can take time, particularly if you’re starting those relationships from scratch.
Once investors are interested, the process will move into due diligence, questions and negotiations. You’ll need to provide information about the business, finances, ownership and operations, while agreeing the valuation, investment amount and other terms.
Finally, there’s the practical work of completing the round: finalising the documentation, getting the necessary approvals, receiving the funds and issuing the shares.
There’s no standard timeframe for this. Some founders may already have investor relationships and be able to move quickly, while others need more time to build momentum.
The important thing is to leave enough room for the parts of the process that can take longer than expected.
Once the investment has been made, there are still a few steps to complete before investors can claim their SEIS/EIS tax relief. The company needs to:
The compliance statement can’t necessarily be submitted immediately after the investment. HMRC guidance says this can happen once the company has been trading for at least four months, or 70% of the money raised has been spent.
So when planning your fundraising timeline, remember to allow time after the round closes for the remaining SEIS/EIS administration.
This is one of the key considerations that adds a certain time pressure to rounds, particularly those close to the end of the tax year.
Investors have annual limits on the amount they can invest under SEIS and EIS while claiming the relevant income tax relief.
Currently:
This means the period leading up to 5 April can be relevant for investors who are trying to use up the remaining allowances before the tax year restarts.
Our SEIS/EIS eligibility checker can help you work through some of the key considerations around eligibility.
If you're preparing for an HMRC application, our SEIS/EIS HMRC readiness guide covers the information founders commonly need to have ready.
With InVestd Raise, you can apply for SEIS/EIS advance assurance, structure your data room, generate investment agreements, and issue compliance statements and investor shares all on one streamlined platform.
If you’re planning to raise at the start of 2027, you might need to start sooner than you think. Book a call today to get the ball rolling.
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