SEIS

SEIS / EIS Advance Assurance: Don’t forget..

Don’t forget that you need the names and addresses of prospective investors when applying to HMRC for advance assurance that your company is a qualifying company for the purposes of issuing shares under EIS or SEIS.

Many founders are still unaware and can end up wasting valuable time as HMRC will reject the application immediately.

The problem for many entrepreneurs is that it’s a bit of a ‘chicken and egg’ situation – the investors will normally only express interest once the company has secured advance assurance from HMRC that it qualifies…

Per HMRC’s guidance:

If you’re applying for EIS or SEIS and your company:
– is raising money directly from investors: you must provide the name and address of any prospective investors
– is listed on the Alternative Investment Market (AIM) – you do not need to provide investor information
– plans to list on AIM – you must provide the name and registration number of the nominated adviser that supports its listing
– seeks investment through a fund manager or business promoter – you must provide evidence that they’ve agreed to act on your behalf and will continue to work with you
– seeks investment through a crowdfunding platform – you must provide evidence that they’ve accepted your proposal and will continue to work with you

https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance

Launching our new course on the HMRC SEIS / EIS advance assurance

Delighted to have launched our new online step by step guide to preparing and filing an Advance Assurance Application to HMRC that your company qualifies under SEIS and / or EIS!

Really brought about by popular demand and to fill a gap where some companies simply don’t have the budget to take on a professional firm to carry out the preparation work and specific advice on advance assurance applications (although I am afraid this can never be a substitute for this).

The course has been called: The SEIS / EIS Advance Assurance DIY KitIt is really aimed at founders / entrepreneurs to give them a bit of a helping hand. The hope is that for 90% of applications, this might be enough and will therefore result in huge cost and time-savings all round.

As well as a 40 min run through the form and how to complete it, we’ve also chucked in a template of a letter that we use to supplement the standard (limited!) EIS/SEISAA Form. You can use this for your application too.

Some links to further resources rounds off what is hopefully a useful addition to the startup community.

You can access this new online tutorial course on completing your SEIS / EIS advance assurance form here.

7 R&D Tax Credit Tips

  1. Don’t assume your company doesn’t qualify – even if your accountant has discounted it or perhaps not even mentioned it (in fact that might be all the more reason to check it out!)
  2. It doesn’t matter whether your company is profitable / tax paying in a financial period or loss-making – R&D tax relief can benefit you and release cash into your business in both cases
  3. Think about R&D tax relief and how it might apply to your company as early as possible. This way you can ensure that you are capturing relevant supporting information, documents and costs as you go along – rather than trying to cast your mind back and rebuild retrospectively which might lead to sub-optimal claims
  4. Don’t discount R&D tax relief if you carried out eligible activities a couple of years back thinking you’ve missed out – you can make a retrospective claim for accounting periods ending in the past two years. So at the time of writing this post (20 June 2016), say you have a 30 June financial year end then the periods ended 30 June 2014 and 30 June 2015 are still open and eligible for R&D tax credit claims.
  5.  Don’t wrestle with the definition of what activities qualify for R&D tax relief on your own – many companies wrongly count themselves out when a quick chat with a R&D tax specialist might have helped them understand how they do qualify. Many company owners are stunned at the breadth of the R&D tax relief.
  6. Don’t think you have to leave your current accountant to access specialist R&D tax advice – most R&D specialists will supplement the good work your accountant is already doing for you with their specialist R&D tax services so this needn’t upset your ongoing accountancy support relationship.
  7. Think about how the UK R&D tax incentive can fit into your overall funding profile – so tax advantaged funding such as SEIS / EIS can typically be used in harmony with the R&D tax incentive. Watch out for grants as these can impact adversely on the levels of tax relief available under the R&D tax incentive. Cash tax breaks such as the Patent Box can be used alongside the R&D tax relief. As you can see, thinking about how this can all fit together sooner rather than later will help optimise available funding.

SEIS / EIS: When it pays to be Ordinary!

I know it’s not cool to aim for being ‘ordinary’ and its not a label that you’ll want attached to your business but when it comes to your SEIS / EIS shares this is exactly the label you want – ordinary shares.

SEIS / EIS shares must be ordinary non-redeemable shares and carry no preferential rights to dividends or assets on a winding-up.

If you have institutional or other non SEIS / EIS investors then things can become more complex, if they say want preferential rights in relation to certain aspects of the business.

In this scenario, differing share classes would typically come into play with say ‘A’ shares for the founders, ‘B’ shares for VCs (both classes may have some preferential rights to varying degrees) and ‘C’ shares for SEIS / EIS investors – these being the ‘highest risk’ ordinary shares.

No one-size fits all but this gives you an idea. If you are going to go down the road of different share classes then bear in mind that this will require formal legal procedures to give effect plus amendments to the Articles of Association of the company (this goes beyond the scope of this course – get yourself a decent lawyer!).

This is a just one of a series of emails from our SEIS / EIS course – you can subscribe to the course below:

SEIS / EIS is on the rise!

Judging by the rapid uptake in the number of calls and enquiries we are receiving on a weekly basis from entrepreneurs and founders looking to ensure that their company is SEIS / EIS tax ready – I think it is fair to say that SEIS / EIS tax benefits are now getting the attention they deserve!

So if you are a star company looking for rapid growth and you’re in search of investment, then you really need to get up to speed with the tax benefits that SEIS / EIS government tax incentives can potentially bring you.

I’m afraid to say that it can be quite complex in parts – good news is that we’ve set up an email course to help you swot up!

You can access it here:

SEIS / EIS – A simple issue, yet often not easy…

It might be useful to revisit one crucial factor in planning for SEIS / EIS:

The issue of new ordinary shares in exchange for a cash investment.

Simple, right?

Then day-to-day reality steps in….

The shares are issued before the cash has cleared – oops!

The shares are issued way after the cash has cleared – oops!

HMRC could contend that in the first case the cash could never have been for the shares as they were issued before the cash cleared (two unrelated transactions, in their eyes) and in the latter case that it was a loan conversion – neither qualify.

What’s the solution?

Arrange so that the shares are issued on the same day as the cash clears in the company bank account. There can then be little argument over what the cash was for.

Simple; rarely easy!

This post is a sample from our SEIS / EIS training course that you can access by subscribing below:

FGB004 – Jonathan Lea on legal issues to consider in closing a funding round

Fast Growth Businesss

Jonathan Lea of the Jonathan Lea Network joins me this week to discuss legal issues to consider when seeking to close an early stage funding round.

Legal issues to consider when closing a fundraising round

In this podcast we cover:

  • What documents most investors will typically expect startup founders to have in place – from investors’ agreement to Articles + shareholders agreement etc
  • Managing the process of investors committing and exchanging documents at different times
  • Potential pitfalls to watch out for if you are seeking to issue shares under SEIS / EIS
  • How to structure a joint SEIS / EIS funding round

You can read more that Jonathan drafted on this subject here in this post.

Resource of the Week

This weeks’ resource of the week comes courtesy of Jonathan himself – it is Cloud Employee.

Your chance to access overseas software development support sourced on your behalf by a UK company at a fraction of the normal cost – with rates as low as £8 ph.

Head over to cloudemployee.co.uk for more…

Get interactive!

Please leave any comments or feedback via Twitter – @iptaxsolutions or use the #fgbpodcast

Subscribe to the Fast Growth Business podcast

You can subscribe to the Fast Growth Business to access future and past shows at iTunes.

Please leave us a rating :)

SEIS / EIS | Crowdfunding | Funding: Modwenna Rees-Mogg

Get Funded! podcast covering SEIS and EIS

Bonus Edition: Here is a re-run of a conversation we had on a related podcast (Fast Growth Business) which we thought listeners of the Get Funded! podcast would also benefit from as it includes discussion around SEIS / EIS.

SEIS (Seed Enterprise Investment Scheme) and EIS (Enterprise Investment Scheme) are tax advantaged funding options aimed at enticing angel investors to invest in early stage and fast growth private companies. They provide a great way for you to secure funding for your company.

These tax reliefs apply where you issue shares in your company in exchange for a cash investment from angel investors. The angel investors receive some downside protection from the extra risk they are taking in investing in your company compared to say a more liquid investment such as stock market investments. The downside protection is provided by way of upfront income tax relief on their investment plus a capital gains tax free exit on ultimate sale of the shares (plus there are some other potential tax reliefs). The availability of these tax reliefs are subject to the strict SEIS / EIS tax rules being adhered to by the company for the relevant qualifying period.

You can read more on SEIS / EIS and how it might apply to your company by reading the following posts:

Seed Enterprise Investment Scheme

Enterprise Investment Scheme

In this wide-ranging conversation, Modwenna (Founder of Angel News) discusses her thoughts on crowdfunding, SEIS / EIS plus attracting funding from angel investors. She also gives us a sneak preview of a new online platform that might benefit entrepreneurs and founders who are seeking funding via crowdfunding platforms.

We hope you enjoy it!

It would be great if you could leave us a rating on iTunes – this helps more founders and entrepreneurs find this podcast.