SEIS Advance Assurance Checklist: What You Need to Apply

What SEIS advance assurance does

Advance assurance is HMRC’s view, based on the information supplied, that a proposed investment is likely to meet certain company and share-issue conditions of the Seed Enterprise Investment Scheme. It can help an investor understand the intended tax-relief position, but it is not an endorsement of the company, a guarantee that an investor qualifies or a substitute for the company continuing to meet the rules.

The application relates to a proposed investment. If shares have already been issued, the company normally moves to the post-investment compliance process instead of applying for advance assurance.

SEIS advance assurance checklist

1. Define the proposed round

Set out the amount the company plans to raise, how the funds will be used, the expected share terms and the companies that will use the investment. The round description, cap table, forecast and fundraising materials should tell the same story.

2. Prepare the business plan and financial forecast

HMRC asks for a business plan and financial forecasts. The forecast should connect the proposed use of funds to the company’s activities, growth plan and cash requirements. Avoid a generic spreadsheet that cannot be reconciled to the narrative supplied elsewhere.

3. Assemble current corporate records

Prepare the latest accounts if available, the memorandum and articles of association, an up-to-date register of members and details of any planned changes. Include the company registration number and Unique Taxpayer Reference needed for the application.

4. Explain the company’s activities

Describe the trade and other activities the company carries on or plans to carry on, together with the expected expenditure on each. Consider group companies, previous venture-capital-scheme funding and any activities that may affect eligibility.

5. Address the risk-to-capital condition

The application should explain the company’s growth objectives and the risk that investors could lose capital. The evidence should be specific to the business rather than relying on standard wording.

6. Provide evidence of genuine investor interest

HMRC will usually expect potential-investor details. A company using the schemes for the first time must demonstrate that the proposed raise is genuine rather than speculative. The appropriate evidence depends on whether the company is raising directly, through a promoter or fund manager, or through a crowdfunding platform.

7. Include the fundraising documents

Supply the latest draft deck, information memorandum or other documents used to explain the proposal to investors, together with relevant shareholder agreements or other arrangements. Check that share rights, the cap table and the proposed investment described in these documents are consistent.

Common causes of delay

• Submitting an application before the round and investor evidence are sufficiently developed.

• Using forecasts that do not reconcile to the stated use of funds.

• Providing outdated articles, registers or cap-table information.

• Failing to explain group activities, earlier funding or agreements with shareholders.

• Treating advance assurance as a general approval rather than a view based on disclosed facts.

What happens after assurance

If HMRC gives advance assurance, the company can show the statement to prospective investors. If the investment proceeds, the company must still submit the relevant compliance statement and disclose changes since the application. An assurance can cease to apply if the facts change or relevant information was not fully disclosed.

How Startup CFO can help

Startup CFO coordinates the finance inputs to an SEIS or EIS advance-assurance application: the forecast, use of funds, cap table, funding history, business narrative and supporting documents. We treat the application as part of the fundraising process rather than an isolated form.

Explore SEIS and EIS advance-assurance support or review the current HMRC advance-assurance guidance before applying.

This article provides general information, not tax or legal advice. Scheme rules and HMRC practice can change, and eligibility depends on the company, investment, shares and investors.