A SEIS and / or EIS fund is normally a discretionary investment management service managed by an FCA approved investment manager. The fund is typically not a legal entity and is a group of individual bare trusts to enable subscription monies to be held on behalf of investors under a nominee arrangement; each investor is normally the sole beneficiary of each bare trust, which is collectively known as a fund. A nominee often acts as the registered legal holder of investments on behalf of each investor.

As well as not being a legal entity, a SEIS and / or EIS is typically not considered to be a collective investment scheme as defined in section 235 of the Financial Services and Markets Act 2000, but it is considered to be an Alternative Investment Fund ("AIF") for the purposes of the Alternative Investment Fund Managers Directive ("AIFMD").

Please note that this is only a condensed summary and should not be construed as constituting advice which a potential investor and / or company should obtain from their own adviser. 

Please also note that investing in start-ups and early stage businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution. It should be done only as part of a diversified portfolio. Any investments are targeted exclusively at investors who understand the risks of investing in early stage businesses and can make their own investment decisions.

SEIS and / or EIS funds typically invest in early stage companies such as super-early seed, seed and series A stage companies.

 

Below is a general summary:

Qualifying investors who qualify for SEIS may benefit from: 

• 50% income tax relief on amount subscribed (up to a maximum annual investment of £100,000);
• 100% inheritance tax relief after two years (provided the investment is held at the time of death);
• 50% Capital Gains Tax exemption for chargeable gains reinvested (up to the maximum subscribed);
• 100% tax free growth (provided income tax relief has been given and not withdrawn and disposal takes place after the end of the SEIS Three Year Period);
• Loss relief (a loss on shares disposed of can be set against an Investor’s income or capital gain to reduce tax); and
• Business Investment Relief (for certain UK resident non-UK domiciled Investors). No taxable remittance for foreign income or gains brought into the UK from offshore for qualifying investments for certain UK resident non-domiciled investors.

Qualifying investors who qualify for EIS may benefit from:

• 30% EIS income tax relief on amount subscribed (up to a maximum investment of £1 million for the 2016/2017 tax year and/or £1 million carried back to 2015/2016 tax year);
• 100% inheritance tax relief after two years (provided the investment is held at the time of death);
• EIS Capital Gains Tax deferral for the life of the investment on amount subscribed;
• 100% tax free growth (provided income tax relief has been given and not withdrawn and disposal takes place after the end of the EIS Three Year Period);
• Loss relief (a loss on shares disposed of can be set against an Investor’s income or capital gain to reduce tax); and
• Business Investment Relief (for certain UK resident non-UK domiciled Investors). No taxable remittance for foreign income or gains brought into the UK from offshore for qualifying investments for certain UK resident non-domiciled investors.

Please note that this is only a condensed summary of the taxation legislation and should not be construed as constituting advice which a potential investor and / or company should obtain from their own investment or taxation adviser. The value of any tax reliefs will depend on the individual circumstances.

Please also note that investing in start-ups and early stage businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution. It should be done only as part of a diversified portfolio. Any investments are targeted exclusively at investors who understand the risks of investing in early stage businesses and can make their own investment decisions. 

There are many excellent SEIS and / or EIS fund providers that you can choose from. A potential investor must be a suitable investor and prior to our sending the investment document (the Information Memorandum) the investor needs to confirm they can be categorised as one of the following types of investor:

EITHER a Professional client;
OR a Certified high net worth investor;
OR a Certified sophisticated investor;
OR a Self-certified sophisticated investor;
OR a Certified restricted investor.

We would be happy to help if you are interested in investing in a SEIS and / or an EIS fund. Please email us on info@sapphirecapitalpartners.co.uk 

Please note that this is only a condensed summary and should not be construed as constituting advice which a potential investor and / or company should obtain from their own adviser.

Please also note that iInvesting in start-ups and early stage businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution. It should be done only as part of a diversified portfolio. Any investments are targeted exclusively at investors who understand the risks of investing in early stage businesses and can make their own investment decisions.  

We can help you do this. Email us at info@sapphirecapitalpartners.co.uk

Possibly - but very much depends on the what stage your company is at and what sector you are in. Feel free to contact us directly to find out. Please email us at info@sapphirecapitalpartners.co.uk

Generally, from our experience, for SEIS qualifying companies it is usually the full £150,000 and for EIS qualifying companies the typical investments range from £200,000 to £2,000,000 - but it very much depends on the remit of the particular fund and investment manager.

Keep in mind that for SEIS, the maximum fundraising per company is restricted to an all-time maximum of £150,000 and for EIS, the maximum fundraising per company is restricted to an all-time maximum of £12,000,000 (£20,000,000 for “knowledge-intensive” companies). Subject to certain exceptions, the maximum EIS fundraising per company is restricted to £5 million per year (and a lifetime limit of £12 million as noted above).

Please note that this is only a condensed summary of the taxation legislation and should not be construed as constituting advice which a potential investor and / or company should obtain from their own investment or taxation adviser. 

 

We can help you do this. Email us at info@sapphirecapitalpartners.co.uk

For EIS purposes, the value of the gross assets of the company and any subsidiaries must not exceed £15 million immediately before the issue of shares and £16 million immediately afterwards. The maximum EIS fundraising per company is restricted to an all-time maximum of £12,000,000 (£20,000,000 for “knowledge-intensive” companies). Generally, companies older than seven years cannot receive EIS monies. The relevant shares must be issued to raise money for the purpose of a qualifying business activity so as to promote business growth and development. Employing money raised on the acquisition of an interest in another company, which is or becomes a 51% subsidiary of the company, a trade or goodwill or intangible assets employed for the purposes of a trade does not amount to employing money raised for the purpose of a qualifying business activity.

Subject to certain exceptions, the maximum EIS fundraising per company is restricted to £5 million per year and a lifetime limit of £12 million. The maximum number of full-time employees (or full-time equivalent) in the company at the time of investment is restricted to fewer than 250.

For SEIS purposes, the value of the gross assets of the company and any subsidiaries must not exceed £200,000 immediately before the issue of shares. The maximum SEIS fundraising per company is restricted to an all-time maximum of £150,000 and the maximum number of full-time employees (or full-time equivalent) in the company at the time of investment is restricted to fewer than 25.

It is not possible for a company to qualify for SEIS relief if the company has previously issued shares on which EIS relief has been claimed, or has issued shares to, or received an investment from, a venture capital trust. If a company issues shares on which SEIS relief is claimed, it is possible for it to issue subsequent shares on which EIS relief may be claimed.

Most types of trades are qualifying trades for EIS and SEIS purposes but the following are excluded:

• Dealing in land, commodities or futures, or in shares, securities or other financial instruments;
• dealing in goods otherwise than in the course of an ordinary trade of wholesale or retail distribution, or acting as a wholesaler or retailer of goods of a kind which are collected or held as investments if stock is not actively sold;
• banking, insurance, money lending, debt factoring;
• hire purchase financing or other financial activities;
• leasing, except certain lettings of ships, or receiving royalties or licence fees (subject to certain exceptions, most particularly in relation to self-generated intellectual property);
• providing legal or accountancy services;
• farming and market gardening;
• holding, managing or occupying woodlands or forestry or timber production;
• property development;
• shipbuilding;
• producing coal and/or steel;
• operating or managing hotels or similar establishments;
• operating or managing nursing homes and residential care homes;
• generation or export of electricity or power;
• production of gas or fuel; and
• providing services to a trade consisting of any of the above carried on by a “connected person.”

For EIS the trade of the company must generally be less than seven years old at the time of investment.

Companies “in difficulty” cannot receive SEIS or EIS investment. In practice, HMRC accept that a company will not be treated as “in difficulty” within three years of its formation or if it is able to raise funds from existing shareholders or the market.

Shares only qualify for SEIS or EIS relief if they are ordinary shares which do not, at any time during the three year EIS or SEIS period, carry any present or future preferential right to dividends (other than to certain fixed rate non-cumulative dividends) or to an company’s assets on its winding up, or any present or future right to be redeemed.

Although it is possible for activities of the company to be carried on anywhere in the world, the company that issues the shares must have a “permanent establishment” (broadly, a taxable presence) in the United Kingdom.

Please note that this is only a condensed summary of the taxation legislation and should not be construed as constituting advice which a potential investor and / or company should obtain from their own investment or taxation adviser.