Step-by-step guidance on submitting your compliance statement and issuing SEIS/EIS3 certificates to your investors.
After you have received SEIS or EIS funding, you will be required to submit a compliance statement to HMRC.
Essentially, it’s their way of ensuring your company and investors have done what you said you would do in the advance assurance application (if you never received advance assurance, you will need to answer additional questions and upload supporting documents along with your compliance statement).
If you did receive advance assurance, the compliance statement should be relatively straightforward as the questions are very similar.
Once HMRC approves the compliance statement, you will be able to issue your investors SEIS/EIS3 certificates, which is what they need to claim their tax reliefs.
However, you can only submit the SEIS compliance statement after either:
- 70% of the funds raised have been spent, or;
- Your company has been trading for at least four months
You can only submit the EIS compliance statement after your company has been trading for four months.
SEIS/EIS compliance statement form
Here we’ll break down each section of the form and provide further guidance on the questions that need it.
If you received advance assurance, great, simply enter the date you received it.
If not, the form will tell you the additional details and documents you will need to provide along with the compliance statement.
Enter your company’s information, nice and easy. For ‘company activities,’ enter your main trading activity, for example, food service, recruitment or manufacturing. If you’re unsure you can use your SIC code.
This is who HMRC will contact with the outcome of the compliance statement or if they need further information.
A company director, company secretary or agent must submit the compliance statement. If you’re using an agent (i.e. an accountant), they will need to provide an additional signed letter of authorisation allowing them to act on behalf of your company.
Share issue details
Here you will need to enter the date the shares were issued and give brief details of the share class from which the shares were issued.
- Nominal value of the shares: This isn’t how much the investors paid per share, rather the share price when the share class was first created. This is typically £1 or lower, but can be as low as £0.00000001.
Next you will need to enter how many subscribers (investors) will be claiming tax relief. If more than 10, you will need to provide a separate document outlining:
- Subscribers' full names (show surname first, for example, Smith John)
- Number of shares issued to each subscriber
- The amount paid for each subscription in pounds
If less than 10, the same questions will apply, only on the online form.
Qualifying business activity
Here you simply need to select whether the money was raised to continue your company’s existing trade, start a new trade (i.e. you raised the funds before starting the company), or to fund research and development into a new trade.
If it was a combination of the two, select both.
In the text field ‘enter details of the trade’ you just need to provide a brief description of the trade you carry out.
The date your trade commenced is the first commercial sale date you entered in the advance assurance application.
If you were yet to start trading when submitting advance assurance, just enter the date of your first commercial sale here.
Finally, select whether the company itself is carrying out the trade, or if it’s a 90% subsidiary.
How you spend the funds raised must pose a risk to the investors’ capital. To show how you meet the risk to capital condition, explain what the funds were spent on and how this investment will help your company grow and develop in terms of revenue, customer base and/or employees.
If needed, you can include this information, along with any other evidence, as an attachment.
For 'number of employees' and 'gross assets,' this should be the same as what you entered in the advance assurance form as it relates to the figures at the time the shares were issued.
If more employees were hired in the time between submitting advance assurance and receiving investment, that’s okay, so long as the total full-time equivalent employees didn’t exceed 25 or 250 for SEIS and EIS respectively (or 500 for knowledge-intensive companies).
Likewise for your company’s gross assets, these figures can be different, as long as they fall under the respective limits for each scheme (up to £200,000 for SEIS and up to £15m before the share issue for EIS, and up to £16m immediately after the share issue).
Issue and share capital details
Here you’ll be asked about your company’s TOTAL share capital. This includes the particulars, nominal value, and total amount of shares of each share class.
Use your Vestd cap table to easily find the details of each share class.
Loan capital (EIS only)
Has your company received any loans since the S/EIS share issue? If so, HMRC will need to know the name of the loan holder, the nature of the loan, and the loan amount.
This relates to the financial health condition, and is HMRC’s way of determining whether a company is “in difficulty.”
- Did any subscribers listed in the 'Share issue details' section also hold share capital in the company on the date given in 'Share issue details'?
This is asking is if any of your S/EIS investors were shareholders before the S/EIS share issue. If they were, please enter the total shareholding of each S/EIS subscriber, including their recently acquired S/EIS shares.
If one or more of your investors subscribed to the shares on behalf of someone else, that would make them a nominated owner. You will need to enter the beneficial owner’s details, including:
- beneficial owner's full names (show surname first, for example, Smith John)
- number of shares issued to them
- the amount paid for the subscription in pounds
If there have been any other changes to your share capital and/or loan capital since the investment round, you will need to provide details here too.
Value received by investors (SEIS only)
If an SEIS investor has received ‘value’ from the company (for example, a cash payment, loan, waived debt and other transactions), their tax relief may be reduced or withdrawn.
HMRC draws up a list of what they determine ‘value,’ so please review their guidelines.
HMRC also ask if the company has received ‘replacement value’ from their investors.
This could be seen as the company and investor having a connected relationship and would also mean tax relief is reduced or withdrawn.
Company information (SEIS only)
You only need to submit your SEIS compliance statement once the company has been trading for at least four months, or you’ve spent 70% of the funds raised. Enter which condition you meet here.
If your company has received any de minimis aid (government grants etc.), please enter the details of each payment received.
The total amount of de minimis aid received will count towards the maximum £150,000 your company can raise under SEIS. If you’ve exceeded this total, tax relief will be withdrawn from the amount over it.
Company subsidiary, repayment and control details (EIS only)
The next two questions are asking whether your company has received or given value to investors.
Value is defined as cash payments, loans, waived debt, and other transactions between the company and investor.
If any value has been received by either party, HMRC may see that as reducing the investor’s at-risk capital and therefore could reduce or withdraw their tax reliefs.
Question 1: Starting one year before the S/EIS share issue until now, has the company repurchased any shares from a shareholder? If so, enter the details of the share buyback.
Question 2: Starting one year before the S/EIS share issue until now, has any value been received by persons from the company or any person connected with the company?
In other words, did your investors only invest on the terms that they would receive value (cash payment, loan, debt waived, and other transactions) from the company?
Question 3 is simply asking whether your company acquired any new subsidiaries starting one year before the S/EIS share issue until now.
Knowledge-intensive company (EIS only)
If you applied as a knowledge-intensive company (KIC), you will need to explain how you met the operating costs condition and either the skilled employee or innovation condition.
Next you will need to select why you sought KIC status.
It can either be because:
- An individual investor wanted to make use of the higher investment limit of £2m, or you received investment from an HMRC-approved EIS knowledge Intensive fund.
If neither of the above, it must be at least one of the following:
- The company needed more money than the usual annual limits the scheme allows.
- The company needed more money than the usual lifetime limit the scheme allows.
- The company is older than the usual scheme limits allow.
It’s important you select at least one of the following checkboxes, as a company should only seek KIC status if they actually need it. If not, HMRC may withdraw tax relief from part of the investment.
Lifetime limit (EIS only)
HMRC needs to know whether your company and any subsidiaries have received ‘risk finance’ investments (i.e. any government-backed investment such as SEIS) prior to this one.
If yes, please provide details of all risk finance investments received.
Permitted maximum age (EIS only)
Your first commercial sale should be the same date you entered on the advance assurance application.
If you hadn’t begun trading when you submitted advance assurance, that’s okay, just enter the date of your first commercial sale.
If you’re submitting as a KIC, you can use the date your annual turnover exceeded £200,000 instead of the first commercial sale date.
If you applied for EIS outside of the permitted age limit, you will need to explain which condition you meet.
Finally, the declaration is your confirmation that your company and the investment received meets the conditions associated with the scheme.
They’re the same conditions you agreed to in the advance assurance application, so nothing should be too surprising here.
You must tick all the boxes, otherwise tax relief may be withdrawn.
A director or company secretary must be the one submitting the form.
To submit the compliance statement, send the form along with any supporting documents to the email or postal address shown.
It can take up to 6 weeks for HMRC to respond.
Issuing S/EIS3 certificates
If all’s well and HMRC approves the compliance statement, they will send you a letter of approval with a Unique Investment Reference Number (UIR) and compliance certificates (S/EIS3) for each investor.
You’ll need to add the UIR number to each S/EIS3 certificate and issue them to each investor. This is how they will claim their tax relief.
Once this is all done, you must continue to follow the scheme rules for at least 3 years after the investment is made – otherwise tax relief will be withdrawn from your investors. You must tell HMRC if you no longer meet the conditions within 60 days.