Raising Funds through EIS & SEIS: The Enterprise and Seed Enterprise Investment Schemes

Session 1 – EIS and SEIS: the fundamentals and the choice between them

• What the schemes are for, and the venture capital landscape alongside Venture Capital Trusts

• SEIS for the earliest stage and EIS for the scale-up: a side-by-side comparison of limits and reliefs

• Using the schemes in sequence: why SEIS shares must be issued first, and the transition to EIS

• The headline changes from 6 April 2026 – the doubled EIS company limits – and the extension of the sunset clause to 2035

• Exercise: deciding which scheme, or combination, suits a given fundraising

Session 2 – The qualifying company and the risk to capital condition

• The company conditions: unquoted status, gross assets, employee numbers, trading age and permanent establishment

• The current gross-asset, employee and trading-age thresholds for each scheme

• Qualifying trades and the excluded activities

• The risk to capital condition: its two limbs, HMRC’s approach, and why it is where most applications fail

• Case study: testing a company against the qualifying conditions and the risk to capital condition

Session 3 – Qualifying investors, relevant shares and use of funds

• The investor conditions: the no-connection rule, the 30 per cent interest test and the treatment of directors

• Relevant shares: full payment in cash, ordinary shares and the prohibition on preferential rights, with the lessons of Flix Innovations Ltd v HMRC

• The three-year holding period, and the events that disturb it

• Use of funds: employing the money for the qualifying business activity within the time limit, and why HMRC enquiries focus here

• Exercise: identifying whether an investor and a share issue qualify

Session 4 – The tax reliefs in practice

• EIS income tax relief at 30 per cent on up to £1m per year (£2m for knowledge-intensive companies), the carry-back facility and the tax liability cap

• SEIS income tax relief at 50 per cent on up to £200,000 per year

• CGT deferral relief under EIS and CGT reinvestment relief under SEIS, and the CGT disposal exemption after three years

• Loss relief against income or gains, and inheritance tax business relief after two years

• Exercise: computing the combined income tax and CGT position on an EIS and an SEIS investment

Session 5 – Clawback, compliance and getting it right

• Advance assurance: what it is, what HMRC expect, and its practical value in attracting investors

• The compliance process: the compliance statement (EIS1 or SEIS1), the trading and use-of-funds gateway, and the issue of EIS3 or SEIS3 certificates

• The receipt of value rules, and the events that withdraw or reduce relief

• Clawback on a disqualifying event or an early disposal, and the leading case law on share rights and use of funds

• Risks and limitations, and a practical checklist for advising on and delivering a compliant round

Training Objectives

• Advise on whether EIS, SEIS or a combination fits a given company and funding round, and in what order shares must be issued.

• Apply the qualifying company conditions, including gross assets, employee numbers, trading age and the excluded activities.

• Assess the risk to capital condition and explain why it is where most applications fail.

• Determine whether an investor and a share issue qualify, including the no-connection rule, the 30 per cent test and the requirement for full-risk ordinary shares.

• Explain and quantify the available reliefs – income tax, CGT deferral and disposal, loss relief and inheritance tax business relief – and how to maximise them.

• Navigate the advance assurance and compliance process, from the compliance statement through to EIS3 and SEIS3 certificates.

• Recognise the receipt of value and clawback events that withdraw or reduce relief after the investment.

Training Course Summary

This half-day course is a practical, up-to-date guide to the Enterprise and Seed Enterprise Investment Schemes, taking advisers through both schemes side by side and reflecting the expanded EIS limits that took effect on 6 April 2026. Using worked examples and a case study, it covers the qualifying conditions for company and investor, the reliefs available and how to maximise them, and the advance assurance, compliance and clawback rules that decide whether relief is kept. It is designed for accountants, tax advisers and corporate finance professionals advising companies that are raising, or investors who are making, EIS and SEIS investments.