Where EIS & SEIS fits in

By Matthew Cushen

No credible entrepreneur would consider launching a product or service without getting into the head of their consumer. They would make sure they understand the needs they were satisfying, when, where and how competing options where purchased and consumed, and what it takes to influence the consumer.

It’s no different when ‘selling’ your business to investors. The more you understand about them, their rationale and how they make decisions, the better you’ll do in attracting cash to your venture. This means researching what you can about a potential investor. Are they professional (i.e. invest for a living, as part of a structured firm, maybe investing other people’s cash) or amateur (an angel investor, either alongside their day job or having retired)? Where does the cash come from? What is their investment rationale? What else is in their portfolio? How much do they like to get involved?

There’s one aspect that drives many investors in the start-up space and one reason that equity investment for start-ups is more available in the UK than in many other countries. The government have for years been encouraging investors with generous tax reliefs, in recognition of the highly speculative nature of seed investing.

The Enterprise Investment Scheme (EIS) was set up in 1994 and continued to be supported through Labour governments and was made more attractive during the coalition government in 2011. It was further modified a couple of years ago, bringing it back to its original intent, to encourage investment into innovative start-ups (a necessary re-set after too many financial services spivs managed to create products for investors with the tax reliefs but without the risks).

The Seed Enterprise Investment Scheme (SEIS), established in 2012, is an extension of EIS and offers even more generous reliefs as an incentive for investors in very early stage businesses.

The tax advantages for investors in companies qualifying either scheme are significant. An individual investor can make multiple investments of (up to £100,000 per annum for SEIS and £1 million, and in some cases even more, for EIS) and qualify for:

• 50% (SEIS) or 30% (EIS) income tax relief: say an investor was considering a £50,000 SEIS investment, they would claim back £25,000 of income tax previously paid.
• 50% capital gain re-investment relief (SEIS): say the same investor, considering a £50,000 investment, had a profit from a business they have sold. £25,000 of that profit will be excluded from their capital gains – which will save them between £10,000 and £14,000 of tax.
• 100% capital gains tax re-investment relief (EIS): instead of claiming CGT tax relief immediately, with EIS the investor can defer payment of CGT for the life of an subscequent EIS investment.
• 100% capital gains exemption (both SEIS & EIS): if the investment does well and the investor sells their equity, the profit they make, after a three-year qualifying period, is entirely free from 20% capital gains tax.
• Loss relief (both SEIS & EIS): should a company fails the investor can claim a tax relief on the total investment minus the income tax relief. With our £50,000 SEIS example again – the investor has already received back £25,000 in income tax relief. If the business fails they can offset the remaining £25,000 against their current tax bill. If they are a higher rate (45%) tax payer, that will save them a further £22,500 in income tax.
• 100% inheritance tax relief (both SEIS & EIS): provided that investments are held at the time of death and have been held for two years can be passed on free from inheritance tax.

You can see that these are significant for an investor paying income tax. And even more so if they have a capital gains tax liability and/or are contemplating their own mortality. Therefore it would be a struggle for a start-up without SEIS or EIS qualification to attract an equity investor. The good news is that the rules are pretty easy to satisfy. It may be helpful to consult an accountant, but broadly the criteria are:

For SEIS:

• £150,000 maximum funding under SEIS, then move onto EIS (with some further restrictions on de minimus grants)
• less that two years’ trading: this is the one that most often catches businesses out. The two years is at the time of the equity being purchased, so remember that a fundraise can often take months to complete. And trading means any kind of revenue activity, this could include your small experiment on a weekend market stall before you even registered the company.
• less than £200,000 in gross assets and fewer than 25 full-time employees (or part-time equivalent) at the time of the share issue.

For EIS:

• £5 million to £12 million (for ‘knowledge intensive companies) maximum funding under EIS
• less to seven years trading and unlisted
• less than £15 million in gross assets and fewer than 250 full-time employees (or part-time equivalent) at the time of the share issue.

For both, the company need to be undertaking a ‘qualifying trade’: most trades are qualifying, but some, such as some financial services and dealing in land & property development (including property intensive activities such as hotels or nursing homes) are excluded.

The process with HMRC is pretty simple and is now digital. Most investors will want certainty about SEIS or EIS qualification before they invest. Once your first investor is interested – i.e. you have a term sheet or something else that describes the deal, an application for ‘advanced assurance’ can be submitted to HMRC approval. All it takes is a simple business plan and answering a few other questions. They are looking to make sure it is a proper business investment where ‘capital is at risk’. Applications are normally processed in around 2 to 3 weeks, but sometimes there are delays or further questions. Then after the investment is made, the business applies to HMRC for a specific certificate for each investor – that they then use to claim their tax reliefs.

HMRC has a guide to SEIS and a helpline – 0300 123 1083. Both are easier and more useful than you might expect.