If you're raising equity from UK investors, you'll be expected to offer SEIS or EIS-qualifying shares. Almost no UK angel or seed VC will invest without them. The schemes are deliberately founder-friendly but the rules are strict — get the compliance wrong and the investor loses their relief, which means they lose the investment thesis they bought in on.
Direct answer
Two HMRC schemes do more for UK startup fundraising than any other policy: SEIS for early rounds up to £250,000, EIS for everything after up to £12m lifetime. Together they give investors up to 50% income-tax relief, and they're the reason a UK angel ecosystem exists at all. Use the key facts, step list and official source links on this page to confirm the decision before you spend money or register anything.
- SEIS round limit
- £250,000
- EIS lifetime cap
- £12m
- SEIS income-tax relief
- 50%
- EIS income-tax relief
- 30%
Section 01
SEIS — the Seed Enterprise Investment Scheme
Designed for the earliest stage. Your company must be under 3 years old, have under £350k in gross assets, fewer than 25 employees, and trade in a qualifying sector (most are, with exceptions for banking, property, farming, and a few others). Investors get 50% income-tax relief on what they put in (up to £200k each per year), no capital gains on the shares if held 3+ years, and loss relief if it goes wrong.
- Max £250,000 raised per company under SEIS (lifetime).
- Investor max £200,000 per tax year.
- Shares must be ordinary, fully paid-up, with no preferential rights.
- Money must be spent on a qualifying trade within 3 years.
- Founders and connected parties cannot claim SEIS on their own company.
Section 02
EIS — the Enterprise Investment Scheme
Picks up where SEIS leaves off. Companies can raise up to £5m per year and £12m lifetime under EIS (£20m and £20m for 'knowledge-intensive' companies). Investors get 30% income-tax relief on up to £1m per year (£2m if at least £1m goes into knowledge-intensive companies), CGT exemption on the shares, and the ability to defer other capital gains by reinvesting under EIS.
- Companies must be under 7 years from first commercial sale (10 years for knowledge-intensive).
- Fewer than 250 employees (500 for knowledge-intensive).
- Gross assets under £15m before, £16m after the investment.
- Same ordinary-share, no-preference rule as SEIS.
- Most companies do a SEIS round first then an EIS round — investors can stack the reliefs.
Section 03
Advance Assurance — get this first
Before you fundraise, apply to HMRC for Advance Assurance — a letter confirming your company qualifies for SEIS/EIS. Without it, almost no angel will commit. Submit via gov.uk with your business plan, latest accounts, structure chart and a draft term sheet. Current turnaround is 4–8 weeks. The assurance is non-binding but in practice HMRC stick to it when you later file the compliance statement.
Section 04
The compliance flow after the round closes
- 01
Issue the shares
Investor wires the money, you allot ordinary shares within 30 days. Update Companies House (SH01) within a month.
- 02
Trade for 4 months
Both schemes require you to have been carrying on the qualifying trade for at least 4 months before HMRC will issue compliance certificates.
- 03
File SEIS1 / EIS1 compliance statement
Online via HMRC's portal. Lists all investors, the amount each invested, the share class, and confirms the funds have been used for the qualifying trade.
- 04
Receive SEIS2 / EIS2 authorisation
HMRC issues this to you, normally within 6–8 weeks.
- 05
Issue SEIS3 / EIS3 certificates to investors
These are the documents investors need to claim relief on their tax return. Most use a digital platform (SeedLegals, Capdesk, Vauban) to manage this.
Section 05
What kills your SEIS/EIS status
- Giving investors preference shares, loan notes that convert into preference shares, or any kind of guaranteed return.
- Letting an investor own more than 30% of the company.
- Investing the money in non-qualifying activities (banking, property dealing, legal/accountancy services, etc.).
- Failing to keep the qualifying trade going for 3 years.
- Buying out the founder or another shareholder using the funds raised.
Section 06
Realistic round sizes
A typical UK SEIS round in 2025/26 is £150k–£250k at a £750k–£2m valuation. A typical EIS seed round is £500k–£2m at a £3m–£8m valuation. These vary widely by sector and traction — pre-revenue B2B SaaS rounds are smaller and more diluted; AI/deeptech can command premium valuations on less traction.
Section 07
Tools and platforms that make this easier
- SeedLegals — end-to-end round platform, including SEIS/EIS compliance and Advance Assurance support.
- Capdesk / Ledgy — cap-table management with SEIS/EIS tracking.
- Vauban (now Carta) — for syndicated angel rounds as a single SPV investor.
- Crowdcube / Seedrs — equity crowdfunding, both handle SEIS/EIS automatically.
Partner offers
Before you go — claim your reader offers
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Common questions
