EIS is a great way for early stage businesses to attract potential investors and accelerate their growth. Unfortunately, it involves quite a bit of paperwork, served with a generous side of EIS terminology! But worry not - this guide was specifically designed to give you a good overview of what you need to know about the scheme, without getting lost in all the mumbo-jumbo! Let’s take a look.
EIS stands for ‘Enterprise Investment Scheme’ and is a tax relief plan established in 1992 by the UK government to encourage investments in early-stage businesses.
Essentially, EIS incentivises investors to support EIS eligible businesses, by offering them potentially significant income tax (up to 30%) and capital gains reliefs (up to 50%) when they do so. That’s why, qualifying as an EIS business may very well increase your appeal to potential investors. In fact, in 2019 £2Bn pounds were invested in UK startups through EIS - which is unsurprising, considering that 80% of all UK angel investments are EIS/SEIS*.
* SEIS (Seed Enterprise Investment Scheme) is a scheme similar to EIS, designed for slightly smaller companies. More on SEIS at the end of this guide!
First thing’s first: in order to apply for an EIS scheme, you must meet a certain set of criteria laid out by HMRC. Specifically, you must:
* Please note that this is not an exhaustive list of requirements. You’re advised to consult the full HMRC EIS guidelines before applying.
EIS allows you to raise up to £5 million per year, and a total of £12 million over your company’s lifetime. Note that this includes funds you may have raised through other venture capital schemes (including SEIS, social investment tax relief (SITR), and/or state aid offered under the risk finance guidelines); it also includes potential funds raised by any of your business’s current and/or former subsidiaries, as well as businesses you may have acquired.
Just as hMRC has outlined a specific set of criteria about which businesses qualify for EIS, there are also several rules determining who can invest through the scheme. Here’s what’s important to know:
For the company: You must remember that your investors will only be entitled to their EIS tax benefits provided that you follow the scheme’s rules for a minimum of 3 years after receiving their investment. Should you not do so, your investors’ tax benefits may be withheld or withdrawn. That’s why, if you become ineligible for EIS during the initial 3 year period, you must make sure to inform HMRC within 60 of the change that rendered you ineligible.
As a general note, you should know that EIS is administered by HMRC’s Small Company Enterprise Centre (SCEC). SCEC are the ones to check your paperwork and ultimately decide whether you qualify for EIS or not.
In terms of the process, most companies start by filing an Advance Assurance application to HMRC. This is an application which, provided it receives approval, grants the business a provisional indication from HMRC that you qualify for EIS, and therefore so will potential investments coming into your company. ‘Provisional’ is the key term here, as an approved advance assurance does not 100% guarantee that you qualify for EIS; it’s simply an indication that you are extremely likely to qualify, but nevertheless full EIS eligibility can only be confirmed after potential investments have been made.
Filing an Advance Assurance is not a compulsory requirement in order to qualify for the scheme. However, most small companies find that it is helpful when trying to convince potential investors to buy shares, so most commonly they will opt to file the application. The Advance Assurance form includes information regarding: how you plan to raise fund, your business structure, and your business activities. You will also need to file in a copy of the business plan you’ve presented to any potential individual investors.
If you'd like to read more on this, check out our dedicated blog post on EIS/SEIS Advance Assurance.
Next, when you actually issue shares to investors, you will have to submit an EIS1 form (also known as a Compliance Statement) to HMRC. This is essentially an official request for HMRC to approve the shares you issued as EIS eligible. You’ll have to complete a new application for each share issuance you make.
If you’ve previously submitted an Advance Assurance, HMRC already has most of the information it needs from you, so you’ll only have to state that you’ve provided them with an Advance Assurance and, if applicable, send them copies of any potential documents that have changed since you did so. If you haven’t filed an Advance Assurance, you’ll have to provide more details about your company. Here’s the type of information you should be prepared to submit:
Keep in mind that you can only apply for an EIS1 if you’ve been involved in your qualifying business trade for at least 4 months. Your application must be submitted no later than 2 years from the date when this 4-month period ends, or 2 years from the end of the tax year in which you issued the shares (whichever is later). You can complete your EIS form online, send it via email, or post to Venture Capital Reliefs Team, WMBC, HM Revenue and Customs, BX9 1BN.
If the SCEC approves your EIS1 submission, you will receive a document called EIS2. This is an official confirmation from HMRC that you and your investors qualify to receive EIS benefits. The EIS2 document will include a specific reference number, which you will need in order to issue EIS3 certificates to your investors.
Now that you have formal approval from HMRC, you can proceed to give your investors an EIS3, which is a document they can give to the authorities to claim tax relief. You must issue a separate EIS3 for individual investor. This will contain some basic information about your investor, the investment he/she made, and any other potential tax relief they’re receiving. The form must be signed both by a company representative and the investor themselves before submitted to the authorities.
*For Investors: Please note that it might take several months after you made your investment to receive your tax documentation. This generally depends on how fast the company you invested in is to provide HMRC with information, and how long it takes HMRC to process that.
The Seed Enterprise Investment Scheme (SEIS) is very similar to EIS, only designed for even earlier stage companies. The two schemes are virtually the same in terms of the types of trade that are considered acceptable for applying companies, as well what the raised funds can be used for. However, there are important differences between SEIS and EIS, relating to how much money can be raised under each scheme, as well as the characteristics a business must bare in order to qualify for them.
In both schemes, the investor will pay no capital gains tax on any profit derived from the sale of the shares after three years. Investors will also pay no inheritance tax on shares they’ve held for a minimum of two years under either scheme. If the shares are ultimately sold at a loss, investors are able to offset that loss against their capital gains tax for both EIS and SEIS shares.
If you’re still unsure whether you can apply for SEIS, take a look at the HMRC’s full SEIS eligibility criteria.
In reality, most trades qualify for EIS, so the better question to ask is rather which trades are not qualifying. According to HMRC, this might be the case if over 20% of your company’s trade has to do with:
Please note that this list is not exhaustive, and terms may apply. If you wish to find out more, here’s some more information on non-qualifying trades.
A Knowledge Intensive Company (KIC) is a business focusing on research, development and/or innovation. If you qualify as a KIC at the time you’re issuing EIS shares, you may be entitled to several additional benefits.
So what exactly does it mean to focus on research, development or innovation? According to HMRC, you must meet the following criteria:
Please be aware that HMRC may update the qualifying criteria for KICs, so make sure to double check for potential changes before applying.
We hope this gives you a good little overview of EIS! If it still sounds daunting, take a look at how you can automate EIS on Capdesk.