Step-by-Step Guide on Completing the Advance Assurance Form

Introduction

You can now apply for SEIS and EIS advance assurance online via HMRC's portal. If you have a good understanding of the SEIS and EIS schemes and their requirements, we encourage you to apply yourself. As always, if you are unsure or simply don't have the time, our expert tax advisors can make the application for you - this is especially important if you have a complex situation (e.g. acquiring a trading business or a group structure) or are unsure as to whether you qualify.

You will need to gather the following information in advance of applying:

• how much money you plan to raise
• the business plan and financial forecasts
• a copy of the latest accounts (if available)
• details of how you are planning to spend the investment (supported by forecasts and projections)
• details of at least one investor who is making up a significant part of the investment round (name and address required)
• details of all trading and activities
• an up to date copy of the memorandum and articles of association, and details of any changes you expect to make
• a copy of the register of members from the date you apply for advance assurance
• the latest draft of any documents you use to explain your proposal to potential investors (e.g. pitch deck)
• details of any other agreements between the company and the shareholders
• any other documents to show you qualify for the scheme

Completing the online form

To complete the form, you will need to log in here and use your government gateway. Once you have logged in, you will be prompted to 'Start a new form' - N.B. make note of your temporary access key as without this, you will not be able to come back and access the form if you stop midway.

You will then progress through a series of questions. We have detailed these below with further helpful information where needed:

1. Name of company
2. Corporation Tax Unique Taxpayer Reference
3. Company registration number
4. Incorporation date
5. Which venture capital scheme are you seeking advanced assurance for?
6. Is the company applying as a knowledge-intensive company (KIC)?
   1. If this is a yes, then there will be another series of questions which we have not detailed here.
7. Provide details of how the company meets the risk to capital condition. For this you must show:
   1. The long term objectives to grow and develop the trade, including details about turnover and employees with reference to the business plan you will upload at the end of this form
   2. What the risk to your investors' capital will be
   3. HMRC's manual gives further detail on this condition here.
8. What is the qualifying business activity which the shares will be issued to raise money for?
   1. Select between 'trade' or 'preparation for trade'
   2. You will then be asked to give the date that trade or preparation for trade began (if it has).
9. What is your trade/research and development?
   1. Here you give details about what trade you are going to carry out or the research and development that is leading to that trade
   2. Please ensure that you are not carrying out an excluded activity (see here)
10. Has the company ever had Venture Capital Scheme investments or State aid before?
    1. Give details of SEIS, EIS, VCT or SITR investment, or any de minimis State aid or risk finance investment
11. How much capital does the company intend to raise in the share issues you are seeking advance assurance for?
    1. This needs to reconcile to your business plan/financial forecasts
12. What is the purpose of issuing the shares?
    1. This is what you intend to use the money for
    2. If you are raising EIS investment, this cannot be for working capital. It must be for growth and development.
13. Which class of shares will be issued?
14. Are there any preferential rights attached to this class of shares?
    1. If there are any preferential rights (e.g. preferences over dividends or liquidity), we recommend seeking advice. These rights can invalidate your application for advance assurance.
15. Will the company be within its initial investing period at the time of share issue?
    1. This is within 7 years (10 for KIC) of the date of first commercial sale
16. Has the company made a commercial sale of a product or service?
    1. This does not include limited sales to test the market. Commercial sales are anything by the company itself, a 51% subsidiary, or an acquired company.
    2. If yes, you will need to provide the date.
17. Does the company have any subsidiaries?
    1. We do not provide any advice here on what to do if you have subsidiaries as this can be a complex area.
18. What will the expected gross assets be for the company and any subsidiaries immediately before the share issue?
19. What will be the value of the company's gross assets immediately after the expected share issue?
20. How many full-time equivalent (FTE) employees does the company expect to have on the date of the share issue?
21. What is the registered business address?
22. Upload supporting information. The following is required:
    1. Business plan, including financial forecasts
    2. Copies and details of any subscription agreement or other side agreement entered into by the investors
    3. Latest available accounts of the company, and any subsidiary company. If it has not yet drawn up accounts, provide management accounts, or a detailed narrative of the company’s activity, and how it will make money.
    4. List of the current shareholders in the company at the date of submission of the advance assurance application
    5. Copy of the Memorandum and Articles of Association with details of any changes to be made
    6. Latest draft of any prospectus or similar document (such as an information memorandum) to be issued to potential investors