SEIS and EIS Tax Relief Explained with a little help from Star Wars…

SEIS and EIS are the given acronyms for the generous tax breaks the UK government offers to investors in startup companies. (Seed) Enterprise Investment Scheme. The company must be UK registered and meet certain eligibility requirements. Eligibility is a great way to incentivize investors because it reduces their risk. Dramatically.

As it’s May the 4th. As in May the Fourth be with you. As in Star Wars Day. I thought it appropriate to share an article I wrote explaining the benefits of SEIS and EIS with a few lame Star Wars puns thrown in. You know, to keep it, well, Light.

**This article is relevant for companies registered in the UK only. However, companies registered outside of the UK may find it useful as there may be similar tax breaks offered by their local government.**

What are SEIS & EIS Tax breaks?

Investing in startup companies is generally much riskier than buying shares in much larger more established companies, although the returns are potentially much larger. As a means of offsetting this risk for investors and thereby incentivising them to invest, the UK government offers two attractive tax breaks known as SEIS and EIS (the Seed Enterprise Investment Scheme; and its parent the Enterprise Investment Scheme).

The tax breaks are very generous to investors and have been instrumental in helping the startup industry grow in the UK. As a result, investors now place high value on companies that have qualified for SEIS & EIS.

Because of this, we recommend that all UK companies raising through our platform seek ‘advanced assurance’ for SEIS/EIS if they think they will qualify. As a general rule, if you consider your company early stage then you probably qualify for both, or at least EIS.

What’s SEIS?

HMRC gives the following overview:

“…[SEIS] is designed to help small, early-stage companies raise equity finance by offering tax reliefs to individual investors who purchase new shares in those companies.”

Startups who qualify will be eligible to offer up to £150,000 in SEIS shares to investors.

What are the principal benefits for investors?

  • SEIS is incredibly generous and investors will get 50% tax relief per tax year on investments up to £100,000. (Relief is given each year, but the shares must be held for at least 3 years)
  • Investors will also get Capital gains exemption on the disposal of assets
  • There is a ‘carry back’ facility which allows investors to treat shares as if they were acquired in the previous tax year. Hence the relief can be claimed for the tax year before the investment.

Example:

Angel Investor Skywalker invests £100,000 into ‘Force for Good’, a ground-breaking social enterprise startup which qualifies for SEIS. For the given tax year, Skywalker has a tax liability of £50,000. Because of his SEIS shares he gets 50% of the value of his investment in relief, so £50,000.

This means he pays £0 in tax rather than the £50,000 he owes in tax. This situation is irrespective of how well the company does.

If the company does well, Skywalker would also qualify for exemption from Capital Gains tax (up to £100,000) on the profit provided it is reinvested.

If the company folds, Skywalker will still receive his £50,000 in tax relief meaning only half his initial investment of £100,000 is at risk. When the company folds, he will also be given loss relief of 45% of the ‘at risk’ capital. 45% of £50,000 is £22,500.

So if the company folds, Skywalker will only have lost £27,500 even though he invested £100,000. That’s relief of 72.5%!
SEIS

Does your company qualify?

N.B. These tax breaks are only available to UK based companies; investors do not need to be UK resident but must have some UK tax liability against which to set the tax relief.

For a company to qualify for the SEIS scheme it must meet a number of qualification tests. The list below is not comprehensive as the rules in place are often quite detailed and nuanced, but it gives a helpful, broad picture:

  • Permanent UK Base- your company must have a permanent UK office or the owner must be a UK resident. This must remain the case for three years from when SEIS shares are issued.
  • Your company must not be listed on the stock exchange at the time the SEIS shares are issued.
  • Your company must have fewer than 25 full-time employees at the time the SEIS shares are issued.
  • The gross assets must not exceed £200k at the time the SEIS shares are issued.
  • Your company must be early stage in that it must not be continuing a trade that is more than two years old at the time the SEIS shares are issued.
  • Your company must not have raised money through EIS or VCT schemes in the three years prior to the SEIS share issue.
  • The funds raised must be spent within three years.
  • Your company must be independent i.e. it must not be controlled by any other company or anyone associated with that company.
  • Your company must not be a member of a partnership

To get formal approval of SEIS eligibility you need to fill out an SEIS1 form and send it to HMRC. Download the form and the notes here.

EIS

What’s EIS?

EIS is the parent of SEIS. The principle is the same – to encourage investors to invest in early stage companies by offering them a generous tax break based on the sum they invest.

When the scheme was launched in 1993 the then Chief Secretary to the Treasury, Michael Portillo, said;

“The purpose of Enterprise Investment Schemes is to recognise that unquoted trading companies can often face considerable difficulties in realising relatively small amounts of share capital. The new scheme is intended to provide a well-targeted means for some of those problems to be overcome.”

EIS is less generous in terms of relief but it is easier for companies to qualify for and there is a larger quota available for eligible companies to offer investors. 

Startups are able to offer up to £2,000,000 in EIS shares.

What are the benefits for investors?

  • Can invest up to £1,000,000 a year in EIS shares.
  • Investors will get 30% tax relief per tax year
  • Any gain is exempt from Capital Gains tax provided the shares have been held for at least 3 years.
  • Loss relief via tax liability upon disposal of shares for a loss
  • Capital gains tax on assets can be deferred if the gain is re-invested in EIS shares
  • ‘Carry back’ facility so the shares can act as tax relief for the previous tax year

Example:

Angel Investor Vader invests £100,000 into ‘Death Star Inc’, a highly disruptive Fintech startup which qualifies for EIS. 

For the given tax year, Vader has a tax liability of £50,000. Because of his EIS shares he gets 30% of the value of his investment in relief, so £30,000. This means he pays £20,000 in tax rather than the £50,000 he owes in tax. This situation is irrespective of how well the company does.

If the company folds, Vader will still receive his £30,000 in tax relief meaning only £70,000 of his initial investment is at risk. When the company folds, he will also be given loss relief of 45% of the ‘at risk’ capital. 45% of £70,000 is £31,500.

So if the company folds, Vader will only have lost £38,500 even though he invested £100,000. That’s relief of 61.5%!

Does your company qualify?

To qualify for EIS your company must satisfy the following criteria:

  • Permanent UK Base- your company must have a permanent UK office or the owner must be a UK resident. This must remain the case for three years from when EIS shares are issued.
  • Your company must not be listed on the stock exchange at the time the EIS shares are issued.
  • Your company must have fewer than 250 full-time employees at the time the EIS shares are issued.
  • The gross assets must not exceed £15 million at the time the EIS shares are issued.
  • The funds raised must be spent within three years.
  • Your company must be independent i.e. it must not be controlled by any other company or anyone associated with that company.
  • Your company must not be a member of a partnership

The full criteria and guidance on how to apply for advanced assurance can be found here on the HMRC website here.

SEIS-EIS

Summary:

If you’re an early stage company registered in the UK and you’re raising money, you really should get advanced assurance for both SEIS and EIS. It can seem a little complicated, but in effect, all you need to do is submit the correct forms to HMRC and let them work out if you qualify.

You can be sure that all your competitors will be doing it – investors are far more likely to invest in an early stage company if they have the guaranteed risk mitigation that SEIS and EIS offer.

This article was originally written by Oliver Jones for Angel Investment Network‘s Learn centre. You can view the original and other similar articles covering all topics related to startup fundraising and investment here.

Mobile banking startup, Movivo, closes circa £200k through angel investors

Mobile banking startup, Movivo, one of our portfolio companies, just officially announced the successful close of its funding round on the UK Business Angels Association.

Movivo is a potentially life-changing app for mobile phone users in emerging countries. It provides an invaluable service for the 2.5 billion people who still don’t have bank accounts because of infrastructure issues.

They previously secured financial backing from Microsoft, a leading Silicon Valley investment fund and top British VC firm. Their investment was based on the strength of their idea and its potential to help emerging countries.

But the experience of the founders was equally important. The team comes first on my list when it comes to deal evaluation for investors – you can read the whole article here.

At Movivo, the team had experience working at Huddle.com, a collaboration platform used by the UK government, US Department of Homeland Security and large corporations including KPMG and Deloitte.)

How did we help this promising mobile startup?

As an insight into the way we work at Angel Investment Network and how we raised £188k for Movivo, I wanted to show you how we launched them to our network.

The first part of our strategy is always a carefully curated mailout. This is sent to our network of angel investors and investment funds.

This mailout is designed to build leads from potential investors. We entice them with the main impressive pieces information; they can then get back to us with questions and requests for introductions.

I have copied below a screenshot of the mailout we sent last June. This ultimately raised close to £200,000 for Movivo:

Angel Investment Network's fundraising mailout

What do you think?

Business Funding Show Event – Canary Wharf 23rd February

Angel Investment Network will once again be joining a host of other companies from the startup investment space at the latest Business Funding Show on 23rd February near Canary Wharf tube station.

PICTURE with Logos

Attendees will be given the opportunity to:

– Meet famous entrepreneurs like Mark Wright (BBC Apprentice Winner)
– Learn from Angel Investors such as Mike Greene (C4 Secret Millionaire)
– Meet a range of leading financial institutions
– Get free 1-2-1 with Top Investors & VCs
– Attend talks from industry experts

Wondering what it’s all about? Check out what it was like last year in the video below:
]

If I were an SME today and I’d just started a business or I was growing a business in my early days, I’d be here at the Show, because I want to learn more and more about all the different forms of funding available, meet potential funders every year, meet with fellow entrepreneurs and learn from them, learn from the speakers, who are very experienced.Lord Bilimoria of Cobra Beer

Picture Richard

My mission is to help entrepreneurs to set-up and grow their business. So, the Business Funding Show is a perfect event for this, as it’s all about helping entrepreneurs to learn how to get money and grow fast.Richard Reed of Innocent Drinks

Our very own Xavier Ballester will also be giving a workshop on raising money through angel investors!

You can get tickets here.

Latest Success Story: Repairly get their investment fix

Repairly is one of the latest company’s to come off Angel Investment Network’s funding line. The company is now gunning to fix the technology repair industry having closed a £265,000 seed round.

Repairly is disrupting the billion-dollar technology repair services industry by offering collection and delivery on broken tech. Their mission is to make it ridiculously simple to get your phone, tablet or laptop repaired.

Repairly 3

The introduction of Repairly means that people no longer have to go to the expensive Apple Store or inconvenient corner shops – customers don’t even have to leave their desk. Repairly collect, repair and return within an average of 2 hours and 6 minutes.

Fraser Williams, co-founder and CEO at Repairly, says: “Over 32,000 phones get broken everyday in the UK alone. People don’t know where to turn when this happens. Repairly turns people’s negative experience into a positive one, and if you can find delight in a phone repair, you can find it anywhere.”

Richard Edwards, the other co-founder, says: “We ensure busy people with broken technology are back up and running as soon as possible…We saw how much technology had advanced but the support for that technology was lagging behind. People were waiting for up to 2 weeks without their phone. That seems crazy in today’s technology-reliant society.”

The business was started in 2015 after Fraser Williams dropped out of University. Richard Edwards was an early team member of the online cleaning marketplace, Hassle.com, which was acquired by Rocket Internet in July 2015.

Repairly is a graduate of the UK accelerator programme Virgin Media Techstars. The seed investment came from well-reputed investors including someone whose previous company, AddLive, was acquired by Snapchat, Richard Fearn, Daniel Murray (CEO, Grabble), Richard Pleeth (Ex-Google).

Richard Fearn comments: “Repairly’s business is growing quickly into a large market, with strong unit economics and great customer reviews.”

Exciting news for Repairly; and everyone prone to breaking their smartphone!

Is Growth the Best Measure of Startup Success?

Startup Growth & Traction
Growth gets a lot of attention in the startup world. A lot of attention. If you Google “startup growth“, you’ll find a plethora of articles, blog posts and tools all suggesting that growth is the most important measure of your startup.

Paul Graham, the founder of Y Combinator, asserts that “The only essential thing is growth“.

In some sense, this attention is well-deserved. But it is often misunderstood and taken out of context.

Growth is, of course, important. Growth is a telling measure of your product/service’s popularity; and, as such, strong growth metrics are invaluable when you’re trying to raise money from investors.

But growth can, and often does, flatter to deceive. And this is something both entrepreneurs and investors should be wary of.

Entrepreneurs need to be careful because “…many founders hurt their companies by focusing on growth too soon“. This is what Sam Altman, the founder of Loopt and President of Y Combinator, wrote in a recent article on the topic of growth.

His reasoning is simple: if you focus too much on early growth and not on actually building a product people love, then at some stage you will encounter the leaky bucket problem where the customers you worked hard to onboard, leave in droves ne’er to return!

But, if you focus on building a great product then you will have better customer retention and, as a result, growth should become increasingly easy as word-of-mouth spreads.

Consider the example of AirBnB who worked and iterated for years before they got the product just right; and then it spread like wildfire because people loved it.

Equally, investors need to be careful because there are often more telling metrics indicating the potential for success of a particular company. An app, for example, may have achieved 100,000 downloads in its first week, but if 95,000 of those users had stopped using the app by the second week, then the impressive early growth suddenly appears deceptive.

So there we have it. Growth should always be important, but it is also important that entrepreneurs and investors espouse a more nuanced attitude to it than believing it to be the ultimate measure of potential and success.

FinTech Connect Event in London

FinTech Connect Live
FinTech Connect Live

We recently partnered with FinTech Connect, a company that was launched with the vision of building a platform and community for the global FinTech industry.

As part of this partnership, there are discounted tickets available to their next event in London (6th & 7th December 2016) for our readership. If you’re interested in the FinTech industry and think this might be of interest then check out the event brochure here.

If you want to attend use the code FTCL1627 to get a 25% discount on your ticket. Just head over to https://register.iqpc.com/SRSPricing.aspx?eventid=1002786

Why we should be positive about the outlook for the UK Tech scene

UK Tech Scene - London Calling

I wanted to share some thoughts I read in a post on VentureBeat by Gerard Grech, the CEO of Tech City UK, a UK-based non-profit focused on accelerating the growth of the UK’s digital economy.

The post is titled, as blog posts tend to be, “9 things you didn’t know about the UK’s tech scene“, but really delivers an incisive analysis of why investors specifically (but by extension entrepreneurs) have reason to be sanguine about the tech sector in the UK (even post-Brexit).

You can read the full article (15min read) by following the link in the title above or by clicking here

If you haven’t got 15 minutes or so, I’ve listed three of the key points here:

1. The UK is the second biggest destination in the world for VC money, on a per capita basis ($3.6 billion was invested last year, up by 70 percent from the year before!)

2. The UK is second in the world for tech startup exits, after the US. There were 135 mergers and acquisitions in the most recent quarter of 2016.

3. The UK government helps tech companies from cradle to exit with the world’s most generous tax breaks and capital gains exemptions for investors as well as visa schemes for digital innovation experts and grants for entrepreneurs.

The cause is strong!

The Lean Startup Revisited – Does it really work?

The so-called ‘Lean Startup’ methodology, coined by Silicon Valley entrepreneur Eric Ries, has come into vogue in recent years and aims to address the problem of heavy cash outlay during the early stages of your business. In other words, it advocates proving your concept as far as possible without building the finished product. It aims to take the financial risk out of building a startup (as far as that is possible!).

The Lean Startup for Entrepreneurs - Does it really work?

The lean startup methodology is all about experimentation, feedback and iteration. Or to use the vernacular of a school science teacher: hypothesis, evidence, synthesis and improvement. The idea is that rather than spending hours and hours writing a ‘perfect’ business plan, keeping your ideas hush-hush and finally launching a fully developed product in the hope that investors and consumers will be won over, you test hypotheses by collating customer feedback from your MVP (Minimum Viable Product).

The Lean Startup Experimentation Loop

For example, you could throw up a landing page selling a product/service that, as yet, does not exist, and measure the popularity and interest in it. By this means, you can calculate whether the idea is worth pursuing and how it can be optimised; or whether you should ‘pivot’ or iterate, or change the concept entirely. For more information on what lean startup means, you can visit www.theleanstartup.com/.

But in this post I want to address the question of how far this lean startup method has proven itself as viable. Ted Ladd is a professor and entrepreneur who has conducted research on this question and recently published his findings in an article for the Harvard Business Review. Click here to read the full article.

In a nutshell, he concludes that while the experimentation and customer feedback produced by following the method does impress investors and presentation panel judges, it does not necessarily indicate subsequent success. He states a number of possible reasons for this:

– Too much feedback erodes entrepreneur confidence
– Method may produce ‘false negatives’ when there is no clear rule in place to stop testing and start scaling. In other words, entrepreneurs are experimenting so much that they always end up with negative results.

This leads him to say that while the lean startup method has considerable benefits for entrepreneurs, it is important that the testing and experimentation on a micro-level is combined with a broader strategy. That way, only the priority areas are tested; and time and confidence are not wasted testing every aspect.

He ends his article with the following:

“The popularity of the lean startup method is well deserved. But, as is true of any business process, the method must be tailored and employed with reflection and constraints, not blind allegiance. Just like the new ventures it creates, it will improve as researchers and practitioners propose, test, and incorporate refinements.”

Food for thought…

Angel Investment vs Venture Capital – Which would you choose?

VC's vs Angels
This morning I read a great post by Venture Spring. Venture Spring is a hugely well respected ‘venture development’ company which “helps Fortune 500 companies innovate like startups” according to their company mantra. The article is about the differences between venture capital funding and funding from angel investors.

Startups are often all too eager to take one option over the other based on their own preconceptions. It’s important to realise that one may be more suited to one type of startup over another (and vice versa. So, understanding the points of difference could be crucial to the way in which you approach your fundraise; and how your company ends up being run down the line. So it’ll be worth your while familiarising yourself with the key points…

You can read the full article on their site here. (It’s a 5-10 min read).

Or, I’ve summarised the key differences for you here and (added in a few that they missed!):

Angel Investors:
– are private individuals investing their own money
– can make quick decisions regarding investment
– can be flexible in the amount they invest
– can provide expertise, contacts and support as well as capital
– can feel personally attached to your business
– can be as hands-off or hands-on as you require
– can qualify for tax breaks like SEIS and EIS
– do not have to be given board positions

Venture Capital Firms:
– are whole companies that invest in startups
– are run by professional investors investing money from corporations, individuals, funds and foundations
– take board positions and have a strong say in how the company is managed and grown going forward
– invest much larger amounts than angel investors
– do not usually invest at seed stage
– generally invest not less than £1million
– take a longer time to make investment decisions and broker deals

What’s your take on the issue? Do you have any experiences you’d like to share? Comment below or hit me up on Twitter