EIS/SEIS Advance Assurance

Written by AJN Accountants
24 May 2024

Your company can request an advance assurance from HMRC before issuing shares to prospective investors to confirm eligibility for the EIS and SEIS schemes. While this is not mandatory, HMRC offers this discretionary service to help ensure your offering meets the required criteria.

It’s essential to understand that obtaining advance assurance for EIS and SEIS pertains only to the company, not guaranteeing individual investor eligibility for the relief.

The application can be completed online.

This assurance is specific to the proposed investment and must be reassessed through a new application if significant changes occur after the assurance is granted.

Required Information for Advance Assurance Applications:

  • The amount you aim to raise.
  • The intended use of the funds.
  • Latest accounts of your company and any subsidiaries.
  • Detailed descriptions of all business activities of your company and any subsidiaries, including which entities will utilize the funds.
  • The most recent draft of any prospectus or similar document.
  • Your company’s business plan.
  • The latest version of the Memorandum and Articles of Association, including any planned amendments.
  • A current register of members as of the application submission or the date of the EIS1 compliance statement.
  • Copies of any shareholder agreements or related documents.
  • A director’s signed letter if an agent is appointed to represent the company.
  • Any other pertinent information for the application.
  • For EIS applications, an explanation of how the funds will meet the growth and development requirements.

For SEIS applications, additionally include:

  • Information on any ‘de minimis aid’ received.
  • Confirmation that no previous EIS-qualified shares have been issued and that the company has not received prior investment from a Venture Capital Trust.

Prospective investor details, including names and addresses, must be provided in the application unless the investment is managed by an AIM-listed company, a fund manager, a business promoter, or a crowdfunding platform. In these cases, proof of their agreement to represent and continue working with your company is required.

HMRC does not approve speculative applications. You should have preliminary commitments from named investors, fund managers, or promoters expected to invest.

Who is responsible for submitting the application?

The application can be completed and submitted by the company secretary, a director, or an authorised advisor.

After submission, responses from HMRC typically arrive within 6 to 8 weeks.

Lastly, it’s crucial to note that HMRC’s SEIS or EIS Advance Assurance does not expire. However, any changes in the company’s circumstances from the application to the issuance of shares could render the advance assurance invalid, such as engaging in a non-qualifying trade.

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