Do you need to raise capital for your start-up?
If your company is a start-up and you’re looking to raise money for your business, it can be tough to convince would-be investors to provide the necessary finance.
This is because your company has little (if any) trading history, few assets to offer as collateral and a higher degree of uncertainty.
Fortunately there is a tax break called the Seed Enterprise Investment Scheme (SEIS) designed to incentivise potential.
A company may issue shares for a cash investment of up to £150,000 under the SEIS scheme, which it may use for a wide range of business purposes, everything from research and development to recruitment of more staff.
There are some rules around what type of company qualifies for SEIS investment. While there is no guaranteed way to make sure an investment will be eligible for the SEIS, companies can apply to HMRC for SEIS ‘advance assurance’. That assurance gives a provisional indication of whether or not a company may be eligible to apply for tax relief for its investors.
HMRC simply requires that all the monies raised by the share issue must be spent on qualifying business activity (growth activities) within three years of the share issue.
The benefits for the investor of investing via the SEIS scheme are equally clear.
The SEIS offers attractive tax reliefs to potential investors (including Angel investors).
As with EIS, there’s no capital gains tax to pay on profits, no inheritance tax, and you can claim loss relief in the same way. See above for details.
The principal two types of tax relief are described below.
Investors may recover 50% of the cost of the shares, up to a maximum of £100,000 each tax year.
The relief is deducted from the investor’s tax liability, providing there is sufficient tax liability against which to set it.
If the investor has received income tax relief on the cost of the shares, and the shares are sold after they have been held for at least 3 years, any profit is completely free from Capital Gains Tax.
Brendan O’Toole, CEO
“We’ve been working with Metric for several years now and through that time have received a great many suggestions, recommendations and counselling that have brought multiple economic benefits to our business.
They are true team players.”
When the director, Brendan O’Toole, first met Metric, the software products were still under development, the Company itself was in its infancy and there was no strategic or financial group structure.
Brendan asked Metric to suggest how to best structure the business. Metric, utilising their practical and commercial experience, was able to provide recommendations and advice before the first products were launched.
This has proven to be a very useful exercise for Lookimedia. Changing the structure at a later stage would have been very painful and complicated, something that Brendan really appreciates:
“We’ve been working with Metric for several years now and through that time have received a great many suggestions, recommendations and counselling that have brought multiple economic benefits to our business. They are true team players.”
Metric’s help was not limited to strategic advice. Metric provided specialist tax advice as well.
During the software development phase, Metric has supported Lookiimedia with two successful R&D tax credit claims. Metric, which has specialist R&D tax claim professionals and undertakes all the work at its Covent Garden office, is able to undertake the work alongside the preparation of the financial statements, making the process extremely efficient and effective.
Would you recommend Metric Accountants?
We asked Brendan whether he would recommend Metric to other tech and high growth companies. Here’s what he said:
“Absolutely. At Metric they know what they’re doing, work very hard to please and help you to succeed.
Brendan also had some excellent thoughts on how to get the most out of your relationship with Metric (and, in fact, other professional advisors):
“Take time to sit down with Metric and fully brief them about yourself, your business aspirations, and how your business ticks. Be open, share information. Metric are then in a better position to help you scope out your accounting systems, procedures and key goals for the year or two ahead, in particular picking up on any issues or opportunities that you might otherwise overlook.”
There are many “trip-wires” that the company seeking investment (and its directors) must avoid in order to qualify for SEIS.
Here are some of the more obvious ones.
Under the SEIS-incentive scheme you can only raise £150,000.
This is regarded as a “seed” investment.
Many businesses will need to raise much more investment to take their company through the development stage and a market launch.
There is an extra relief called capital gains reinvestment relief. This is useful to you if you have recently paid capital gains tax on other investments. You can reclaim up to 50 per cent of the tax paid if you reinvest that money into SEIS.
For these investments you will need to use another scheme similar to the SEIS-scheme, the Enterprise Investment Scheme – EIS.
Here’s why your company needs an expert, rather than a “high street” accountant if it is planning to raise equity finance via EIS:
Are you hoping that the investor will also bring their strategic knowledge and business acumen as well as their cash? Does your investor want to be consulted (or vote) on management’s decisions? These are points that we regularly advise on and need to be thought through carefully by management in order to avoid problems later down the line.
Whilst raising funds by issuing shares has many benefits compared to alternative sources of finance, it may not be best for your business. This will very much depend on your ambitions and requirements. A specialist will be able to talk you through the options and help identify what’s right for your business.
Remember, we only work with ambitious, technology companies and scalable businesses growing at least 25% per annum (either in terms of revenue or employees). This means that we are perfectly placed to help with your EIS application process, and beyond.
What’s more, as we are a chartered accountancy firm, registered with the Institute of Chartered Accountants in England and Wales, you can have faith that we not only have knowledge and experience of your ever-changing business sector, but financial acumen as well.
We also operate on a fair, transparent, fixed fee basis, which avoids problems later on.
We provide a complete SEIS service, which includes completion of all of the steps set out below.
We’d recommend that the initial step is to seek advance assurance. Whilst not required, it’s sensible for any company that intends to issue SEIS-compliant shares to obtain advance assurance from HMRC. This process can take circa two months but does provide comfort to the would-be shareholders that any investment would qualify for SEIS.
Once a company is ready to issue new shares, the company directors must first ensure that they are legally able to do so. If a company wishes to legally issue new shares, the directors must ensure that the Articles of Association allow the directors to issue new shares without the need to first pass a resolution. If necessary, a meeting should be held to seek approval for the proposed share issuance.
Once the directors have the necessary authority, the cash investment should be received and the shares should be issued. Share certificates should be issued to the various shareholders and the share issue should be recorded at the Registrar (Companies House) on the SH01 form(s).
After the company has been trading for 4 months or spent 70% of the “SEIS funds”, the company directors may submit a SEIS1 (or compliance statement) to HMRC and seek SEIS certification on behalf of the investors. Once the certificates are received, these are completed and issued to the investors.
Unlike many accountancy firms, we have the specialist knowledge and experience to provide the tailored advice that your company needs.
We’re confident that our experience of helping Award Winning companies will ensure that you eliminate much of the pain – and costs – associated with operating your technology or high growth company.
In order to find out more and to book your free 45 minute consultation, contact us on 0203 542 4990 or get in touch via our contact us page.