SEIS and EIS, from advance assurance to the certificates in your investors’ hands.

We get advance assurance before you pitch, issue the shares in the right order, file the compliance statement and send your investors the certificates they need. The fee is fixed and agreed before we start.

Talk to us about a raise SEIS or EIS?

We handle SEIS and EIS end to end for UK startups: checking the company and the share issue qualify, applying for advance assurance before you pitch, sequencing the share issue so SEIS shares are not accidentally invalidated, filing the compliance statement after the round, and issuing each investor the certificate they need in order to claim their relief.

For an early-stage UK company raising money from individuals, SEIS and EIS are often the reason an investor puts money in at all. An angel investor putting £50,000 into SEIS shares gets 50% income tax relief, and further relief if the company fails.

A good deal of the work happens before the round. HMRC will not consider a speculative application, so you need named prospective investors and a share structure that already works. More happens after the round, when the money is in, because your investors cannot claim their relief until they have their certificates.

A share issue done in the wrong order costs your earliest investors the relief you promised them, and it cannot be amended later.

The company limits for SEIS and EIS

Sources: HMRC SEIS and HMRC EIS. EIS limits doubled on 6 April 2026. Knowledge-intensive companies have higher limits again.
	SEIS	EIS	Northern Ireland specified company
Company can raise	£250,000 lifetime	£10m a year, £24m lifetime	£5m a year, £12m lifetime
Gross assets	no more than £350,000 at issue	£30m before, £35m after	£15m before, £16m after
Employees	fewer than 25	fewer than 250	fewer than 250
Age of trade	no more than 3 years	within 7 years of first commercial sale	within 7 years
Investor relief	50% income tax relief	30% income tax relief	30%

Northern Ireland is different

A Northern Ireland company trading in goods, or in the generation, transmission, distribution, supply, wholesale or cross-border exchange of electricity, is a “specified company” and gets none of the April 2026 uplift. If you manufacture in Northern Ireland, this is likely to apply to you.

How an SEIS or EIS round runs

1
Get the company into shape
We check the share structure, share classes, the trade itself and the assets test against the conditions before anything is submitted. At this stage we also look for anything that would disqualify the company, such as an excluded activity that has become a substantial part of the trade, or arrangements that look pre-planned to HMRC.
2
Advance assurance, before you pitch
HMRC will not deal with a speculative application, so the application has to name individuals who are seriously expected to invest. We apply and manage the correspondence (HMRC advance assurance). Provisional 2025-26 figures show 76% of SEIS and 72% of EIS applications approved, both lower than the year before.
3
Issue the shares, in the right order
SEIS shares are issued first, and EIS shares on a later day. The shares must be ordinary shares, fully paid up, with no preferential rights. A wrong date on a board minute at this stage can cost the SEIS shares their relief.
4
Compliance statement, then the certificates
After the round we file the compliance statement, and once HMRC authorises it we issue each investor the certificate they need to claim their relief.

SEIS and EIS prices

Advance assurance

£499 + VAT

Eligibility checked against the risk-to-capital test
Your plan and forecast prepared in the form HMRC expects
Submitted as your agent, and followed up with HMRC until the decision arrives

Compliance and certificates

£599 + VAT

The SEIS1 or EIS1 compliance statement to HMRC
An SEIS3 or EIS3 certificate issued to every investor
Each certificate lets that investor claim their relief

Engagement letter

Included

HMRC wants to know who your investors will be
The letter gives HMRC that information, so you can apply before every investor has committed

The same prices are published on Find Investment, where founders listing a raise can order this work.

The rest of the investor pack

Advance assurance is one of the things an investor's advisers check. The others are current books, filed accounts, a forecast with its assumptions written down, and a share history that agrees with Companies House. Our investor readiness page sets out how we prepare them and how that work is priced.

If you want investors to find you, Find Investment is a platform where UK companies raising £100,000 to £2 million can list. Professional investors, certified high net worth individuals and self-certified sophisticated investors then make the first approach. It is run by Founder Capital LLP, and a listing does not mean an investor will get in touch.

Investor readiness Find Investment for founders

The risk-to-capital condition

HMRC applies a test in two parts, and most refusals come from it. First, the company must have objectives to grow and develop its trade over the long term. Second, there must be a significant risk of loss of capital to the investor greater than the net return. The net return includes the tax relief itself.

In practice, the test rules out companies set up to look like a low-risk investment product, such as those with asset backing that makes the downside look covered, secured or contracted income, a pre-determined exit, or a company that exists to run one project and then stop. These schemes were not built to fund those companies, and an application for one uses up time you need for the round.

We tell you which side of that line you are on before we apply. A refusal stays on the record, and your investors will ask about it.

What investors get

Income tax relief

SEIS relief is 50% of the amount invested, on up to £200,000 of shares in a tax year. EIS relief is 30%, on up to £1 million a year, or £2 million if everything above £1 million goes into knowledge-intensive companies, which are companies doing a significant amount of research, development or innovation. The relief can reduce the investor's income tax bill to nil, and an investor can treat some or all of the shares as bought in the previous tax year to use that year's bill instead.

Investors claim using the SEIS3 or EIS3 certificate the company sends them, within five years of 31 January after the tax year of the investment (HMRC guidance for investors).

Capital gains tax and losses

A gain on SEIS or EIS shares sold after at least three years is free of capital gains tax if income tax relief was given and not withdrawn. EIS investors can also defer a gain on any asset by investing in EIS shares between one year before and three years after the gain, and the gain becomes taxable again when those shares are sold. An investor who makes a gain and invests in SEIS shares in the same tax year can have half of the matched gain exempted, up to £100,000.

If the shares are sold at a loss or become worthless, share loss relief lets the investor set the loss, less the income tax relief kept, against income for that tax year or the year before. EIS shares qualify automatically, and SEIS shares qualify if they meet the general conditions for the relief.

Worked example of an investor's relief

The figures in this example are illustrative. An investor who pays income tax at 45%, with an income tax bill above £20,000 for 2026 to 2027, subscribes £40,000 for SEIS shares issued in June 2026.

Her income tax relief is £40,000 × 50% = £20,000, so the shares cost her £20,000.
If she sells them four years later for £160,000, the £120,000 gain is free of capital gains tax. At 2026 to 2027 rates, with no other gains, the tax would have been (£120,000 − £3,000 annual exempt amount) × 24% = £28,080.
If the company fails after four years, her loss is £40,000 − £20,000 = £20,000. If the shares qualify for share loss relief, relief at 45% is £20,000 × 45% = £9,000, leaving her £40,000 − £20,000 − £9,000 = £11,000 worse off.
If she also made a £40,000 capital gain in 2026 to 2027, SEIS reinvestment relief would exempt £20,000 of it, saving £20,000 × 24% = £4,800.

Other company conditions

The conditions are tested when the shares are issued, and most must keep being met for three years. HMRC lists them in its guidance on using SEIS and using EIS.

Age of the trade

For SEIS, the trade must be no more than three years old when the shares are issued, counting any time it was run by someone else, and the company must not have had an earlier trade. For EIS, the first investment under the schemes usually has to come within seven years of the group's first commercial sale. There are exceptions for later rounds the original business plan anticipated, and for money to enter a new product or geographic market that is at least 50% of average annual turnover over the last five years.

Qualifying trade and excluded activities

The trade must be run commercially with a view to profit, and excluded activities must not be a substantial part of it. HMRC normally accepts 20% or less, measured on a reasonable basis such as turnover, as not substantial. Excluded activities include:

dealing in land, shares, commodities or futures
banking, insurance, lending, debt-factoring and other financial activities
leasing, and receiving royalties or licence fees
legal and accountancy services
property development, farming and forestry
running hotels, nursing homes or residential care homes
shipbuilding, coal and steel production, and energy generation

Royalties and licence fees from intellectual property the company created, or created most of by value, are not excluded (VCM3010).

Independence

An SEIS company must not be controlled by another company at any time from incorporation to the end of the three-year period, ignoring any early period when it had only subscriber shares and was not preparing to trade. An EIS company must not be controlled by another company or more than 50% owned by one. Subsidiaries must be more than 50% owned, or at least 90% owned if they use the money. Both schemes also require a UK permanent establishment, unlisted shares and a company that is not in financial difficulty.

How advance assurance works

Advance assurance is HMRC's opinion, given before any shares are issued, that a proposed issue is likely to meet the scheme conditions. It is optional, and it shows investors that HMRC has reviewed the company. HMRC cannot give it once the shares are issued, and it does not cover the conditions each investor must meet.

The company needs a Unique Taxpayer Reference. A director, the company secretary or an authorised agent applies through HMRC's online advance assurance form, which asks for:

amount to be raised and how it will be spent
business plan, forecasts and latest accounts, if any
articles of association, planned changes and the register of members
latest drafts of the pitch deck and other investor documents
other agreements between the company and its shareholders
how the company meets the risk-to-capital condition
names, addresses and intended amounts of prospective investors

A company new to the schemes must name the individuals it seriously expects to invest the amount applied for, because HMRC does not consider speculative applications. Include evidence that any crowdfunding platform or fund manager involved has accepted you, and disclose every intermediary, or the assurance is invalid.

HMRC aims to respond to most applications within 15 working days and to complex ones within 40. After giving an opinion it enters into no more than two rounds of correspondence, and there is no right of appeal. Of the applications received in 2024 to 2025, 85% for SEIS and 76% for EIS were approved (HMRC statistics).

Compliance statements and investor certificates

The compliance statement is the company's declaration that the scheme conditions have been met since the shares were issued. An SEIS1 can be submitted once the company has carried on its new trade for four months or spent 70% of the money raised. An EIS1 can be submitted once the qualifying activity has run for four months, and no later than two years after the end of the tax year of the issue or, if later, two years after the four-month point.

Both are online forms. Submit a separate statement for each share issue and disclose any changes since advance assurance. If HMRC is satisfied, it sends form SEIS2 or EIS2 with a unique investment reference and the certificates, and the company completes an SEIS3 or EIS3 for each investor listed. The company must tell HMRC within 60 days if it stops meeting the conditions.

The three-year period and what breaks relief

For SEIS the period runs for three years from the share issue, with some investor tests starting at incorporation. For EIS it runs for three years from the issue, or from the start of trading if later, and connection with the company is tested from two years before the issue.

Preferential rights

SEIS and EIS shares must be ordinary shares that, throughout the period, carry no preferential right to assets on a winding up and no right to be redeemed. A preferential dividend is allowed only if nobody can vary its amount or timing and unpaid dividends do not roll up. These rights sit in the articles and any shareholders' agreement, so check any change to either during the period. Our share structure page covers share classes.

Returns of value

Relief is reduced or withdrawn if the investor or an associate receives value from the company or a connected person, such as repayment of an earlier loan, a buy-back of their shares, a loan, a benefit or an overpayment for an asset. Receipts of no more than £1,000, or insignificant compared with the investment, are ignored unless they come under arrangements that existed in the 12 months before the issue. A buy-back from a shareholder who had no relief, such as a departing co-founder, can also reduce investors' relief.

Connected investors

An SEIS investor can be a director. They must not be an employee, and with their associates they must not hold more than 30% of the shares, votes or rights on a winding up from incorporation to the end of the period. Associates include a spouse or civil partner, parents, grandparents, children, grandchildren and business partners, and exclude brothers and sisters.

An EIS investor must not be an employee, a paid director or a holder of more than 30% from two years before the issue to the end of the period. A paid director can still qualify as a business angel if they had no earlier connection with the company or its trade and their pay is reasonable. An existing shareholder qualifies only if their earlier shares were subscriber shares or covered by a compliance statement.

Advance subscription agreements and loan notes

An advance subscription agreement lets an investor pay now for shares issued later. HMRC accepts one only if the money cannot be refunded in any circumstances, the agreement cannot be varied, cancelled or assigned, it carries no interest and it has a longstop date, which HMRC generally expects to be within six months of signing (VCM33025). A convertible loan note does not qualify, because the shares must be paid for in cash when issued and HMRC treats shares issued on conversion as the company repaying a debt (VCM15060).

Other events that break relief

Relief is also lost or reduced if the investor sells or gives away the shares within three years, other than to a spouse or civil partner, or grants or receives an option over them. The same happens if the company stops meeting a condition, for example by coming under another company's control or not spending the money in time.

Common mistakes

Issuing SEIS and EIS shares on the same day
Issuing shares before the money has arrived in full
Taking early money on a convertible loan note
Signing an advance subscription agreement with refunds, interest or a longstop date beyond six months
Giving scheme investors shares that rank first on a winding up or can be redeemed
Applying for advance assurance without named investors, or without disclosing a platform or promoter
Calling the investment low risk or protected in the pitch deck
Buying back a departing founder's shares without checking the effect on investors' relief
Filing the EIS1 late, or issuing certificates with the wrong issue date

Advance assurance, compliance and raising investment

SEIS advance assurance: The company limits, the documents HMRC asks for and how to apply.
EIS advance assurance: The limits from 6 April 2026, the knowledge-intensive tests and the application.
SEIS1 and EIS1 compliance statements: When to file, the deadlines and the certificates your investors need.
Raising angel investment: Who angels are, what they invest and how to get a round ready.
Raising venture capital: The funding stages, what venture capital funds check and the 2025 market.
Term sheets explained: The terms in a UK term sheet and the model documents for Series A.

SEIS and EIS questions

What is SEIS advance assurance and do we need it?

It is HMRC confirming, before you raise, that a proposed share issue looks like it will qualify for the scheme. You can raise without it, but most angel investors will not invest without it, because their relief depends on your company qualifying and they have no way of checking that themselves. We apply for it before any other work on the round.

How much can our company raise under SEIS and EIS?

SEIS is capped at £250,000 over the company's lifetime, with gross assets of no more than £350,000 at the point shares are issued, fewer than 25 full-time equivalent employees, and a qualifying trade carried on for no more than three years. EIS runs to £10 million in any 12 months and £24 million over the company's lifetime, with gross assets of no more than £30 million before the issue and £35 million immediately after, fewer than 250 employees, and within seven years of first commercial sale. The EIS limits doubled on 6 April 2026.

Do the new EIS limits apply to a Northern Ireland company?

Not to every Northern Ireland company. A Northern Ireland company trading in goods, or in the generation, transmission, distribution, supply, wholesale or cross-border exchange of electricity, is a “specified company” and keeps the old limits: £5 million a year, £12 million lifetime, and gross assets of £15 million before and £16 million after. If you manufacture in Northern Ireland, this is likely to apply to you.

Does the order we issue shares in matter?

Yes. SEIS shares must be issued before EIS shares. If they are issued on the same day, the SEIS shares do not qualify, and your earliest investors lose the 50% relief they were promised. Putting that right afterwards needs a court application, so we set the order of the issue before anyone signs anything.

Why do advance assurance applications get refused?

HMRC's guidance lists several grounds. The one founders most need to understand is the risk-to-capital condition, which asks whether the company genuinely intends to grow and develop its trade long term and whether the investor is genuinely at risk of losing more than they get back in relief. Structures that look asset-backed, income-secured or built around a pre-planned exit fail it. Other grounds include an excluded activity forming a substantial part of the trade, an application that names no actual prospective investors, and failing to disclose an intermediary, which invalidates any assurance given.

How long does advance assurance take?

HMRC's internal aim is to deal with most applications within 15 working days and complex ones within 40. The approval rate has been falling. Provisional 2025-26 figures show 76% of SEIS and 72% of EIS applications approved, down from 85% and 76% the year before. Allow for this time when you plan your raise.

What happens after the money arrives?

You file a compliance statement with HMRC, and once it is authorised you issue each investor their certificate. Investors need that certificate to claim their relief, so until it arrives they cannot claim, and they will chase you for it. We handle the compliance statement and the certificates for you.

Can a founder claim SEIS or EIS relief on shares in their own company?

A founder can claim SEIS relief only if they are not an employee of the company and, together with their associates, hold no more than 30% of the shares, voting rights and rights on a winding up from incorporation until three years after the issue. Being a director is allowed. Under EIS, a founder who is an employee or a paid director is connected with the company and cannot claim income tax relief, although EIS deferral relief is still available to connected investors.

What happens if investors sell their shares within three years?

HMRC withdraws some or all of the income tax relief on the shares sold. On a normal commercial sale, the amount withdrawn is the smaller of the relief given on those shares and the scheme rate applied to the sale proceeds, so a sale for at least the amount invested loses all the relief on those shares. A gain on a sale within three years also falls outside the capital gains tax exemption. A transfer to a spouse or civil partner does not trigger a withdrawal.

How long will SEIS and EIS be available?

EIS relief applies to shares issued before 6 April 2035, after the government extended the scheme's end date. SEIS was made permanent in 2014 and has no end date. The limits can change in the meantime. The EIS annual limit doubled to £10m and the lifetime limit to £24m from 6 April 2026, with gross asset limits rising to £30m before and £35m after the share issue. Plan your funding on the current figures, because a round that would have breached the old £5m annual limit may now qualify in full.