SEIS Advance Assurance: How to Apply Before Your Seed Round

If angels expect your round to qualify for the Seed Enterprise Investment Scheme, ask HMRC for advance assurance before issuing the shares. HMRC will consider whether the proposed investment appears likely to meet certain SEIS conditions. A strong application connects your actual fundraising plan, proposed share rights and use of funds; a form alone cannot do that work.

What does SEIS advance assurance do?

Advance assurance is HMRC's opinion on a proposed investment, based on what your company has disclosed. It can help prospective angels assess the SEIS position before committing, but it is neither an endorsement of your business nor a guarantee that relief will be available. HMRC does not decide whether any named investor personally qualifies. For an overview of the relief and how it differs from EIS, read our SEIS and EIS guide.

The application is optional. If you issue shares without a letter, you still need to meet the scheme rules and submit a compliance statement later. For a live seed round, requesting an opinion first can surface problems with the trade, ownership or share terms while you can still address them.

First, check the proposed share issue

Work from the expected issue date, not just the date of incorporation. For SEIS, the new qualifying trade must generally be no more than three years old. At issue, the company and its subsidiaries must have fewer than 25 full-time equivalent employees and no more than £350,000 in gross assets before the shares are issued. The company can raise up to £250,000 under SEIS in total, with certain de minimis aid counting towards that limit. The business must meet the UK establishment and qualifying trade rules, and the investment must have a genuine commercial purpose and expose investors to a real risk of losing capital.

Control matters. A company that has been controlled by another company, or has already taken EIS or VCT investment, cannot simply start a fresh SEIS round. If you are still choosing a UK company or US parent for your funding plan, compare the practical differences in Delaware C-Corp versus UK Ltd, then test the actual proposed issuing company against HMRC's rules.

Also review the shares. Investors must subscribe in cash for eligible shares and genuinely bear the downside risk. Articles, side letters or agreements that promise a protected return can undermine relief. Use the shares and shareholders guide to reconcile the cap table, and check your articles of association against the proposed rights.

Build one coherent application pack

HMRC's advance assurance guidance lists the supporting material. Assemble it as a pack that an independent investor would recognise:

1. Company and ownership records: Companies House number, HMRC Unique Taxpayer Reference (UTR), current memorandum and articles, proposed changes, and the register of members as at the application date. HMRC says a company needs its UTR before applying.
2. Business plan and forecasts: product, customers, market, team, revenue model, expected growth and credible financial forecasts. HMRC expects the real plan supplied or intended for prospective investors, rather than a thin document written solely for the form. Current guidance asks for a plan and forecasts but does not prescribe a standard three-year plan; detail should fit the company's stage and the amount sought.
3. Round documents: amount sought, draft investor materials, proposed share rights, shareholder agreements and any other arrangements with investors. Include the relevant terms if you plan to use an advance subscription agreement (ASA).
4. Use of funds: an activity-level budget showing which company will spend the money, roughly when, and how the expenditure will support the qualifying trade and growth. Explain the risk to capital in the context of the business plan.
5. Fundraising evidence: for a first-time direct raise, names and addresses of prospective investors and their intended amounts. HMRC looks for a serious expectation that the named people will invest; one or two names covering a small fraction of the target may not be enough. Its current guidance sets no universal 30% threshold. For a fund manager, promoter or crowdfunding platform, supply evidence of their agreement or screening process as appropriate.
6. History and authority: latest accounts if available, previous scheme investments and relevant aid or group arrangements. An agent must include the company's signed authorisation that meets HMRC's current requirements.

Make the deck, forecast and application tell the same story. If you are adding a co-founder before the round, document the share issue or transfer first; the practical steps in adding a non-resident co-founder to a UK company illustrate why the cap table and investor materials need to agree.

Apply through GOV.UK

1. Open HMRC's official advance assurance page and start the online application.
2. Have a director, company secretary or authorised agent enter the company, scheme, proposed investment, investor route and use-of-funds details.
3. Upload the supporting documents. Check the company name, amount sought, share rights, dates and forecast figures across every file.
4. Keep the submission reference. If HMRC asks questions, answer each point with the relevant evidence and disclose material changes to the proposal.

HMRC's SEIS manual says it aims to respond to most applications within 15 working days and to complex cases within 40 working days. A response can be a request for more information or a refusal, so neither target guarantees approval by a closing date. Leave room for review and follow-up. The official guidance says to make separate applications for proposed investments for which separate assurance is sought; define the scope of a complex round before you submit.

Three founder checks before submitting

Make the trade and growth case specific

Say what the company sells or will build, who will buy it and which activities the raise will finance. A forecast should support the plan rather than disguise uncertainty. A software company should explain who owns the product and how the proposed investment drives the qualifying business. If intellectual property sits outside the trading company, examine the onshore versus offshore IP holding arrangements and disclose the actual structure to HMRC. Our SaaS startup guide covers related formation questions.

Reconcile the cap table and every side agreement

Founder loans, options, convertible instruments, ASAs and investor side letters can change what the proposed shares really offer. Do not call them ordinary shares in the form while another document gives an investor a protected exit or preferential return. Ask a qualified adviser to review unusual rights before the issue.

Show a genuine route to investment

A target amount in a pitch deck is not the same as active fundraising. If you are approaching angels directly for your first qualifying round, collect the prospective investors' details with their knowledge. If a platform or fund manager is leading the raise, retain its written acceptance or mandate. Avoid presenting interest as a binding commitment if it is only an expression of interest.

What happens after HMRC replies?

If HMRC gives a positive opinion, share the letter with prospective investors and complete the round on the terms disclosed. Keep subscription and payment records, the updated register of members and evidence of how the money is spent. Tell HMRC about changes when you later submit the compliance statement: material changes may mean the earlier opinion no longer applies.

After the share issue, the company can submit a separate SEIS1 compliance statement for that issue once it has carried on the new qualifying trade for at least four months or has spent at least 70% of the money raised by that issue. If HMRC authorises it, the company can issue SEIS3 certificates for investors to use in claiming relief. The advance assurance letter is not a substitute for SEIS1 or SEIS3. Companies doing genuine research may also need to consider UK R&D tax relief separately; its rules and evidence requirements differ from SEIS.

Frequently asked questions

Official sources and review date

Checked against HMRC material available on 25 September 2026: advance assurance applications, SEIS company rules and compliance, the manual on supporting information and prospective-investor evidence. Recheck the guidance before filing. This page offers general information; unusual share rights, group structures or investor circumstances need advice based on the facts.