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How Seed Enterprise Investment Scheme Works

Updated: Apr 9, 2023

The Seed Enterprise Investment Scheme (SEIS) is a UK government initiative that encourages investment in small and early-stage businesses by offering tax relief incentives to investors. The scheme was launched in 2012 as part of the government's efforts to promote entrepreneurship and help small businesses secure funding.

In this article, we will take a closer look at what SEIS is, how it works, and the benefits it offers to investors and businesses.


What Is Seed Enterprise Investment Scheme


What is SEIS?

SEIS is a tax relief scheme that provides incentives for individuals who invest in small and early-stage businesses in the UK. The scheme is aimed at helping businesses raise seed capital, which is typically the first stage of financing for a new business.

The SEIS scheme offers investors the opportunity to receive income tax relief on their investment of up to 50% of the amount invested, up to a maximum investment of £100,000 per tax year. This means that an investor can reduce their tax bill by up to £50,000 in the year they make the investment.


The Eligibility Criteria for SEIS

SEIS works by offering tax relief incentives to investors who invest in small and early-stage businesses that meet the scheme's eligibility criteria. To be eligible for SEIS, a business must:


  1. Have fewer than 25 employees

  2. Have gross assets of no more than £200,000

  3. Be carrying out a qualifying trade, which means that it cannot be a property development, financial, or investment business

  4. You must not have received investment through the Enterprise Investment Scheme (EIS) or from a venture capital trust (VCT)

  5. Be based in the UK

  6. Not be trading on a stock exchange at the time of the share issue

  7. Not have arrangements to become a quoted company at the time of the share issue

  8. Not have control over another company unless that company is its subsidiary

  9. Not be controlled by another company


Investors can claim income tax relief of up to 50% of their investment in a SEIS-eligible business. The investment must be held for a minimum of three years to qualify for tax relief. In addition, any gains made on the investment are exempt from capital gains tax if the investment is held for at least three years.


What Is the Risk to Capital Condition for Seed Enterprise Investment Scheme?

The Risk to Capital condition is an essential requirement for companies seeking to raise funding through the Seed Enterprise Investment Scheme (SEIS) in the UK. This condition is designed to ensure that investors in SEIS-qualifying companies are taking on a genuine investment risk.


The Risk to Capital condition states that the company must be seeking investment with the intention of using the funds to grow and develop the business. The investment should not be structured in a way that guarantees a return to the investor or provides the investor with any form of capital protection.


In practical terms, this means that the company must be pursuing a high-risk strategy that has the potential for significant growth and development, but also a high risk of failure. The company must demonstrate that it is investing in a new business or one that is less than two years old, or investing in a business that is seeking to develop a new product or service.


To meet the Risk to Capital condition, the company must also meet at least one of the following criteria:


The company must be developing or improve products, processes, or services that are not currently available in the market.

The company must be developing or improve existing products, processes, or services in a way that represents a significant improvement over what is currently available in the market.


The company must be carrying on business activities that involve a high degree of innovation or creativity.


It is important to note that failure to meet the Risk to the Capital condition can result in the loss of SEIS tax relief for investors. It is therefore essential that companies seeking to raise funding through SEIS carefully consider whether they meet the Risk to Capital condition and seek professional advice if they are unsure.


How to Apply For Seed Enterprise Investment Scheme


How to Apply For Seed Enterprise Investment Scheme?

If you are a small or early-stage business looking to apply for the Seed Enterprise Investment Scheme (SEIS) in the UK, there are a few steps you need to follow:


Ensure Your Business Meets the Eligibility Criteria: To be eligible for SEIS, your business must have fewer than 25 employees, have gross assets of no more than £200,000, be carrying out a qualifying trade, and be based in the UK.


Prepare A Business Plan: You will need to prepare a detailed business plan that outlines your business objectives, the products or services you offer, your target market, and your financial projections. The plan should also highlight why your business is a good investment opportunity.


Find a SEIS-Registered Fund Manager: To apply for SEIS, you must work with a SEIS-registered fund manager. The fund manager will help you to prepare your application and can assist with fundraising.


Submit Your Application: Your SEIS-registered fund manager will help you to prepare and submit your SEIS application to HM Revenue & Customs (HMRC). The application will include details of your business, your financial projections, and the amount of funding you are seeking.


Await HMRC Approval: Once you have submitted your application, you will need to await approval from HMRC. This can take up to two months, so it is important to plan accordingly.


Raise Funds: Once you have been approved for SEIS, you can begin to raise funds from investors. Your SEIS-registered fund manager can help you to identify potential investors and promote your investment opportunity.


Issue Shares: Once you have raised funds, you will need to issue shares to your investors. Your SEIS-registered fund manager can help you to prepare the necessary legal documentation and ensure that the shares are issued correctly.


It is important to note that SEIS is a competitive funding scheme, and not all businesses that apply will be successful. To improve your chances of success, it is important to have a strong business plan, a clear value proposition, and a team with relevant experience and expertise. Working with an experienced SEIS-registered fund manager can also help to increase your chances of success.


Which Forms Are Used To Apply For Seed Enterprise Investment Scheme

To apply for the Seed Enterprise Investment Scheme (SEIS) in the UK, you will need to complete and submit two forms to HM Revenue & Customs (HMRC):


SEIS1: This is the form that your SEIS-registered fund manager will complete on your behalf. The SEIS1 form provides details of your business, your financial projections, and the amount of funding you are seeking. The form must be completed accurately and in full, and it should be submitted to HMRC along with your application.


SEIS2: This is the form that you will issue to your investors once you have been approved for SEIS. The SEIS2 form provides details of the investment opportunity, including the amount of tax relief that the investor can claim and the terms of the investment. The form must be completed accurately and in full, and it should be issued to each investor who invests in your business. The SEIS2 authorizes the company to issue the relevant number of compliance certificates SEIS3 to the registered subscribers.



What Is a Compliance Statement for Seed Enterprise Investment Scheme?

A compliance statement for the Seed Enterprise Investment Scheme (SEIS) in the UK is a declaration made by the company that has received SEIS investment. It is a requirement for companies that have received SEIS investment to provide a compliance statement to HM Revenue & Customs (HMRC) to confirm that they have met the conditions of the scheme.


The compliance statement confirms that the company has complied with the SEIS rules for a period of three years from the date of the investment. This includes conditions such as:


  • The funds raised through SEIS were used for qualifying business purposes

  • The company has not breached any of the SEIS rules or conditions

  • The company has met the requirements for maintaining SEIS status for the three-year period following the investment

  • The compliance statement must be submitted to HMRC within two years of the end of the relevant tax year. For example, if the investment was made in the tax year 2021/22, the compliance statement must be submitted by 5 April 2025.


The compliance statement can be completed and submitted online through the HMRC website, or it can be submitted in paper form. The statement should be signed by a director of the company and must include details such as the name of the company, the date of the SEIS investment, and the amount of the investment. The compliance statement can also be completed online.


It is important to ensure that the compliance statement is submitted on time and that it is completed accurately and in full. Failure to submit a compliance statement or submitting an inaccurate statement can result in penalties and the loss of SEIS tax relief for investors.


Benefits of SEIS

SEIS offers several benefits to investors and businesses, including:

  1. Tax Relief: SEIS offers investors the opportunity to reduce their income tax bill by up to 50% of their investment. This can be a significant tax saving for investors who are willing to invest in small and early-stage businesses.

  2. Capital Gains Tax Exemption: Any gains made on the investment are exempt from capital gains tax if the investment is held for at least three years.

  3. Access to Finance: SEIS provides small and early-stage businesses with access to seed capital that they may not otherwise be able to secure. This can be crucial for businesses that are just starting out and need funding to get off the ground.

  4. Encourages Entrepreneurship: SEIS is part of the UK government's efforts to encourage entrepreneurship and promote small business growth. By providing tax relief incentives to investors, the scheme helps to incentivize investment in small and early-stage businesses.

  5. Diversification of Investment Portfolio: Investing in early-stage businesses can be risky, but SEIS can provide a way for investors to diversify their investment portfolio. By investing in several SEIS-eligible businesses, investors can spread their risk and potentially achieve higher returns.

  6. Social Impact: Many early-stage businesses are focused on solving social or environmental challenges, and investing in these businesses through SEIS can have a positive social impact. SEIS investors can support businesses that are working to address issues such as climate change, poverty, or inequality.


What Is The Return To Seed Enterprise Investment Scheme Investors


What Is The Return To Seed Enterprise Investment Scheme Investors?

The return to investors in the Seed Enterprise Investment Scheme (SEIS) in the UK can vary depending on the success of the company they have invested in. SEIS is designed to encourage investment in early-stage and high-risk businesses, so the potential returns for investors can be significant but also come with a high level of risk.


SEIS investors can receive a range of tax reliefs, including income tax relief, capital gains tax relief, and inheritance tax relief. These tax reliefs can significantly reduce the amount of tax that an investor needs to pay and make SEIS investment an attractive proposition.


In terms of financial returns, the success of SEIS investments can vary widely. Some SEIS investments may generate high returns for investors if the company they have invested in is successful and grows rapidly. However, it is important to remember that investing in early-stage businesses is inherently risky, and not all SEIS investments will be successful.


According to research conducted by the UK government, the average return on SEIS investments is 1.6x the original investment amount, although returns can range from zero to more than 10x the original investment. It is important to note that these figures are based on past performance and are not a guarantee of future returns.


Investors should carefully consider the risks associated with SEIS investment before making a decision to invest. It is recommended that investors seek professional advice before making any investment decisions and conduct their own due diligence on the company they are considering investing in.


How are Investors Paid Back in Seed Enterprise Investment Scheme?

Investors in the Seed Enterprise Investment Scheme (SEIS) in the UK are typically paid back in two ways: through a capital gain when they sell their shares, and through any dividends paid out by the company they have invested in.


When the company they have invested in is sold or goes public, the investors can receive a capital gain if the value of their shares has increased. This gain is subject to capital gains tax but can be significantly reduced through the capital gains tax relief offered by SEIS.


In addition to capital gains, investors can receive dividends if the company they have invested in generates profits and chooses to distribute them to shareholders. Dividends are typically paid out on a regular basis, such as annually or quarterly, and can provide investors with a steady income stream.


It is important to note that SEIS investments are generally long-term investments, and investors should not expect to receive a return on their investment immediately. Early-stage businesses often require time to grow and develop before they become profitable and generate returns for investors.


SEIS investments are also high-risk investments, and there is a possibility that investors may lose some or all of their investments. It is important for investors to conduct their own due diligence and seek professional advice before making any investment decisions.


In summary, investors in SEIS can be paid back through a capital gain when they sell their shares and through any dividends paid out by the company they have invested in. However, investors should not expect an immediate return on their investment, and SEIS investments are high-risk investments that require careful consideration and due diligence.


Why Is It A Good Idea To Seek Professional Help Before Applying For SEIS?

Seeking professional help before applying for the Seed Enterprise Investment Scheme (SEIS) in the UK can be beneficial for several reasons. It is a good idea to get help from a tax accounting firm like "Pro Tax Accountant" to set up Seed Enterprise Investment Scheme (SEIS) tax credit in the UK for the following reasons:


  • Ensure Eligibility: Professional advisors can help you determine whether your business is eligible for SEIS investment. They can review your business plan, financial projections, and other relevant documents to ensure that your business meets the SEIS criteria.

  • Maximise Tax Relief: SEIS offers investors generous tax relief benefits, but it can be complex to navigate. Professional advisors can help you structure your investment opportunity in a way that maximizes the tax relief benefits for your investors.

  • Manage Compliance: SEIS comes with strict compliance requirements, including maintaining SEIS status for three years after receiving the investment. Professional advisors can help you manage your compliance obligations, including preparing and submitting the necessary forms and documents to HM Revenue & Customs (HMRC).

  • Attract Investors: Professional advisors can help you develop a compelling investment opportunity that will attract investors. They can provide guidance on how to structure your investment offer, create a pitch deck, and communicate the value proposition of your business to potential investors.

  • Avoid Mistakes: SEIS rules and regulations can be complex, and even a small mistake can lead to your application being rejected or your investors losing their tax relief. Professional advisors can help you avoid these mistakes by providing expert guidance and support throughout the application process.

  • Expertise: A tax accounting firm has extensive knowledge of tax laws and regulations, including those related to the SEIS. They can provide expert guidance on eligibility criteria, investor requirements, and the tax credit application process.

  • Time Savings: The application process for SEIS tax credits can be complex and time-consuming, particularly for those unfamiliar with tax laws and regulations. A tax accounting firm can handle the paperwork and provide guidance throughout the process, saving you time and allowing you to focus on other aspects of your business.

  • Accuracy: A tax accounting firm can help you avoid common mistakes and ensure that all required information is accurately provided. This can increase your chances of approval and prevent delays or rejections due to errors.

  • Cost Savings: SEIS tax credits offer significant benefits for eligible companies, but navigating the application process can be challenging. A tax accounting firm can help you maximize the benefits and optimize tax savings, potentially resulting in significant cost savings for your business.

  • Ongoing Support: A tax accounting firm can provide ongoing support and advice beyond the SEIS tax credit application process, assisting with other tax matters, grant applications, and financial planning for your company's growth and development.


Overall, seeking professional help can increase your chances of successfully securing SEIS investment and maximizing the benefits of the scheme for your business and your investors. It is important to work with advisors who have experience with SEIS and a proven track record of helping businesses successfully raise funding through the scheme.


A tax accounting firm like "Pro Tax Accountant" can provide expert guidance, save time, ensure accuracy, potentially save costs and offer ongoing support for companies looking to set up SEIS tax credit in the UK. Their expertise can improve the chances of approval and help maximize the benefits of the SEIS program, making it a worthwhile investment for eligible businesses.


Professional Help Before Applying For SEIS

Does Seed Enterprise Investment Scheme Affect Payments on Account?

SEIS investments do not directly affect payments on account in the UK, as payments on account are based on a taxpayer's previous year's tax liability. However, if an individual receives income tax relief under SEIS, this could potentially reduce their tax liability for the current tax year, which could in turn affect their payments on account for the following tax year.


For example, if an individual invests £10,000 in a qualifying SEIS company and receives 50% income tax relief, their taxable income for the year would be reduced by £5,000. This could potentially lower their tax liability for the current tax year, which could lead to lower payments on account requirements for the following tax year.


How to Set Up Seed Enterprise Investment Scheme Tax Credit?

o set up a Seed Enterprise Investment Scheme (SEIS) tax credit in the UK, you will need to follow these steps:


Confirm eligibility: Ensure that your company is eligible to apply for SEIS tax relief. To qualify, your company must be a UK-based small company that has been trading for less than two years and has fewer than 25 employees.


Obtain advance assurance: Before you can offer SEIS tax relief to investors, you will need to obtain advance assurance from HM Revenue and Customs (HMRC) that your company meets the SEIS eligibility criteria. This can be done by completing and submitting a SEIS advance assurance application form to HMRC.


Issue SEIS shares: Once you have received advance assurance from HMRC, you can issue SEIS shares to investors. These shares must be newly issued and must not exceed a total value of £150,000.


Claim tax relief: After the SEIS shares have been issued, investors can claim tax relief on their investments. The tax relief is equal to 50% of the amount invested, up to a maximum of £100,000 per tax year. To claim tax relief, investors must complete and submit a SEIS3 form to HMRC.


Claim corporation tax relief: As the company offering SEIS tax relief, you can also claim corporation tax relief on the amount invested by investors. This relief is equal to 50% of the amount invested, up to a maximum of £150,000 per tax year.


Report to HMRC: You will need to report the details of your SEIS tax relief to HMRC by completing the relevant sections of your company tax return.


It is important to note that there are a number of rules and restrictions that apply to SEIS tax relief, so it is advisable to seek professional advice from a qualified tax advisor before setting up a SEIS tax credit for your company.


Conclusion

The Seed Enterprise Investment Scheme (SEIS) is a UK government initiative that encourages investment in small and early-stage businesses by offering tax relief incentives to investors. The scheme provides benefits to both investors and businesses, including tax relief, capital gains tax exemption, access to finance, and encouragement of entrepreneurship.


If you are an investor looking to invest in small and early-stage businesses, or a small business looking to raise seed capital, SEIS may be worth exploring as a potential funding source. However, it is important to do your research and seek professional advice before making any investment decisions.

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