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, and that your investors can claim their tax relief.
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 similar.
Once HMRC approves the compliance statement, you will be able to issue SEIS/EIS3 certificates to your investors, which is what they need to claim their tax reliefs.
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 carried out the qualifying business activity for four months.
For both schemes, the compliance statement must be submitted within two years of the share issue.
SEIS/EIS compliance statement form
HMRC have recently updated their compliance statement form which makes the submission process much easier.
But if you need a hand, this guide will break down each section for you and provide more detail on the questions that need it.
1. Confirm SEIS/EIS is right for the company
Simply confirm whether the shares you issued to investors are to be submitted under SEIS or EIS. Nice and easy.
If you raised money under both SEIS and EIS, you will need to submit a compliance statement for each scheme.
2. Tell us about the company
Again, this section is all self-explanatory. You’ll need your Corporation Tax Unique Taxpayer Reference (UTR), Company registration number and Employer PAYE reference (if you have one).
If your company trades under a different name, you’ll need to enter its trading name.
Knowledge-intensive companies (EIS only)
If you applied as a knowledge-intensive company (KIC) – and the eligibility of the EIS investment depends on the company being a KIC – you will need to provide proof of how you meet the KIC criteria.
A company can qualify as a KIC for a variety of reasons:
- Investors want to make use of the higher annual amounts they can invest.
- The investment was made from an HMRC-approved EIS knowledge-intensive fund.
- The company is outside the permitted maximum age (7 years) or has more than 250 employees.
- The company wants to raise more than EIS alone allows.
Whatever the reason, you will need to provide evidence of KIC status. Your evidence must show which of the KI conditions the company meets and how it meets them.
3. Give share issue and investment details
This section is all about the investment itself and the investors that will be claiming SEIS/EIS relief.
You do not need to provide details of shareholders or investors from previous rounds, just those that will be claiming tax relief as part of this SEIS/EIS round.
If you issued the shares through Vestd, all the information you need for these questions will be saved on the platform under Share capital > Issue shares.
- Description of shares: this is just the name of the share class the SEIS/EIS shares were issued from. The date the shares were issued will also be saved on Vestd.
- Nominal value of shares: this is not the price paid per share, but rather the nominal value of the shares in that particular class. If you’re unsure, go to Share capital > Share classes to find the nominal value of the shares.
- Investor information: As briefly mentioned above, only include the SEIS/EIS investors claiming tax relief. If you have raised money under SEIS/EIS in the past, you don’t need to include the investors from that round as they will have claimed their tax relief when you submitted the previous compliance statement.
- Upload details of investors: HMRC provides a good example of what needs to be included. They say an XLXS file is best, but they do accept PDF, JPG and DOCX as well.
If your company has received investment under another Venture Capital Scheme in the past, select the type of scheme and enter the amount raised. This will count towards your SEIS/EIS funding limits.
4. Show the company meets the conditions
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 fund research and development into a new trade.
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 date of the first commercial sale 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.
Risk to capital
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.
You will have answered this question in your advance assurance application, so feel free to copy the same text here.
If not, you should include:
- The long-term objectives to grow and develop the trade, including details about turnover and employees.
- How the investment will help you reach these objectives.
- How the investment is a risk to the investors’ capital.
Maximum permitted age (EIS only)
In most cases, the company applying for EIS will be less than 7 years old and meet the maximum permitted age condition.
However, it is possible for companies over 7 years old to receive EIS funding under a few conditions:
- Follow-on funding from a previous EIS investment made within the initial investing period (the need for follow-on funding must be explicitly defined in the initial application).
- Follow-on funding to enter a new product or geographical market.
- Entering a new product or geographical market (similar to the above but without any investment coming before it).
You will need to provide details of how you meet one of these conditions.
If entering a new product or geographical market, the investment must meet the 50% turnover test.
The amount of the relevant investment, together with any other relevant investments made within a 30-day period, must be at least 50% of the company’s average annual turnover, averaged over the previous five years.
So if your company's average turnover for the previous five years is £2 million, you will need to raise at least £1 million under EIS to satisfy the 50% turnover test.
If advance assurance was received for such applications, then you shouldn’t have a problem with the compliance statement.
However if you never received advance assurance, you will need to provide supporting documents or explain in your business plan the details of entering the new product/geographic market with proof of meeting the 50% turnover test.
Control and independence
The company that has received the SEIS/EIS funds must have been independent at the date of the share issue.
That doesn’t mean it can’t be part of a group, so long as it’s the parent company or a qualifying subsidiary. Essentially, HMRC needs to confirm that the company that received the funds is eligible for SEIS/EIS.
If the company is a single company, great. If it’s part of a group, you’ll need to upload a business structure diagram and state which company is carrying out the trade.
Company assets and employee limits (SEIS)
Under SEIS, a company must have no more than £350,000 in gross assets, and fewer than 25 full-time equivalent employees, immediately before the share issue.
Company assets and employee limits (EIS)
Under EIS, a company must have no more than £15 million in gross assets immediately before the share issue, and no more than £16 million immediately after the share issue.
The company must also have fewer than 250 full-time equivalent employees immediately before the share issue. Knowledge-intensive companies must have fewer than 500 full-time equivalent employees.
5. Upload files, add your details and make a declaration
Your supporting documents
If you received advance assurance – and nothing has changed within the company since – you’re all set!
HMRC don’t provide details of what constitutes a ‘change,’ but it could be anything that may impact the company’s SEIS/EIS eligibility, such as:
- Changes to the company’s gross asset value or employee count
- Any subscription agreement or other side agreement entered into by the SEIS/EIS investors
You will have the opportunity to add any additional details if needed, otherwise your advance assurance application contains all the information HMRC need.
If you didn’t receive advance assurance, you will need to provide all the documents that are required with advance assurance:
- Business plan, including financial forecasts.
- Copies and details of any subscription agreement or other side agreement entered into by the investors.
- Latest available accounts of the company, and any subsidiary company. If it has not yet drawn up accounts, provide management accounts, or a detailed narrative of the company’s activity, and how it will make money.
- List of the current shareholders in the company at the date of submission of the SEIS/EIS compliance statement.
- Copy of the Memorandum and Articles of Association with details of any changes to be made.
- Latest draft of any prospectus or similar document (such as an information memorandum) to be issued to potential investors.
If you’re an agent (e.g. an accountant or tax agent) submitting the compliance statement on behalf of the company, you will need to upload a signed letter of authority dated within the last three months. A company director or company secretary must sign the letter of authority.
Otherwise, a company director or company secretary must submit the compliance statement.
This is your confirmation that the company and its investors meet all of the conditions of the scheme and you intend to do what you have said you will do in the compliance statement.
You should check all of the tickboxes, otherwise investors’ tax relief may be reduced or withdrawn.
What happens next?
Once you’ve submitted the compliance statement, it can take up to 6 weeks for HMRC to respond.
If all’s well and they approve the compliance statement, they will send you a letter of approval with a Unique Investment Reference Number (UIR) and compliance certificate (S/EIS3) for each investor.
You’ll need to add the UIR number to each S/EIS3 certificate and issue them to your investors. 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 three 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.
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