SEIS
Advance assurance and the SEIS3 certificate
Two HMRC documents sit either side of an SEIS investment. Investors are often shown the first and then wait months for the second, without being told why.
In short: advance assurance is HMRC's non-binding view, given before a raise, that a company's proposed share issue is likely to qualify; the SEIS3 certificate is the document issued after the raise that allows an investor to claim. Both processes are described on GOV.UK.
Advance assurance: what it is worth
A company applies to HMRC's Venture Capital Reliefs Team with its business plan, financial forecasts, articles, details of the proposed share issue and information about prospective investors. HMRC replies with an opinion on whether the issue would qualify.
It is genuinely useful. It tells you the company has been through the questions, and most credible SEIS raises have it. But it is an opinion based on the information supplied. If the facts change, or were incomplete, the assurance falls away.
The wait after you invest
Once the shares are issued, the company cannot immediately get you a certificate. It must first have carried on its qualifying trade for four months, or spent at least 70% of the money raised. Only then can it submit its compliance statement to HMRC.
HMRC then reviews the statement and, if satisfied, authorises the company to issue certificates. Processing times vary and can be measured in months. This is normal, and it is the usual reason an investor is still waiting for paperwork long after the money left their account.
| Step | Who acts |
|---|---|
| Advance assurance application | Company |
| HMRC opinion issued | HMRC |
| Shares issued and paid for in cash | Investor and company |
| Four months of trading, or 70% of funds spent | Company |
| Compliance statement submitted | Company |
| Authority to issue certificates | HMRC |
| SEIS3 certificate issued to each investor | Company |
| Claim made | Investor |
The SEIS3 certificate
SEIS3 confirms the company, the shares, the amount subscribed, the date of issue and HMRC's unique investment reference. You need those details to claim, and you should keep the certificate: HMRC may ask for it.
If a certificate has not arrived and the company has been trading well beyond four months, ask where the compliance statement has got to. A company that cannot answer that question clearly is telling you something.
Once it arrives, the claim itself is straightforward - see how to claim SEIS relief.
Sources
Written by
Craig Peterson
Co-Founder and Chief Operating Officer, GCV Labs
Craig Peterson is Co-Founder and Chief Operating Officer of GCV Labs, where he has helped create, launch and scale technology-enabled ventures including Intelligence Fusion, n-gage.io, Business Finance Market, Valius Global and Quva.
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