SEIS/EIS Advance Assurance in 2026: Setting Up the Autumn Raise

Why Advance Assurance Matters

The Seed Enterprise Investment Scheme and Enterprise Investment Scheme give individual investors income tax relief and capital gains advantages on qualifying investments in early-stage companies. For the investor, the relief materially improves the risk-adjusted return; for the company, SEIS/EIS eligibility widens the pool of angels willing to invest and often improves the terms.

Advance assurance is HMRC's written, non-statutory opinion that a proposed investment is likely to meet the conditions. It is not a guarantee — the actual relief depends on the shares being issued and the conditions being met in practice — but many angels and syndicates will not commit without it. Having advance assurance in hand before the round opens removes a common friction point and signals that the company has done its homework.

SEIS vs EIS: The Core Limits

SEIS is for the earliest stage; EIS is for slightly later. The core limits that determine which scheme applies:

These figures reflect the scheme limits as they stand; always reconfirm against current HMRC guidance before relying on them, as venture scheme parameters are periodically revised.

The Eligibility Tests

Beyond the headline limits, the schemes apply qualifying tests to both the company and the shares. The company must carry on a qualifying trade (most trades qualify; a defined list of excluded activities does not), be UK-permanently-established, not be controlled by another company, and use the money raised for a qualifying business activity within a defined window. The shares must be full-risk ordinary shares, paid up in cash, and carry no preferential rights to assets on a winding up.

The "risk to capital" condition is the one that has caught companies out since it was introduced: HMRC will refuse assurance where the arrangements look designed to provide capital preservation rather than genuine growth risk. A company whose plan reads like a tax-efficient wrapper rather than a growth business will struggle. The application needs to demonstrate a genuine growth ambition and genuine risk to the investor's capital.

Common Disqualifiers

Four issues catch companies out repeatedly:

• Preferential share rights. If the shares being issued to SEIS/EIS investors have preferential rights — a liquidation preference, a preferential dividend — they do not qualify. This collides with the preference-stack expectations of institutional rounds, so the SEIS/EIS shares often need to be a distinct, non-preferential class.
• Prior investment from disqualifying sources. Certain prior arrangements can taint the eligibility. Map the cap table before applying.
• Age-limit breach. The clock runs from first commercial sale, which is often earlier than founders assume. A company that has been selling for over three years cannot use SEIS.
• Gross-assets breach. A company that has already raised significantly may exceed the gross-asset threshold, particularly for SEIS at £350,000.

The Application

The advance assurance application is submitted to HMRC's Venture Capital Reliefs team. It needs a clear description of the business and its growth plan, the amount to be raised and how it will be used, the company's structure and cap table, the latest accounts, and a draft of the investment documents or a business plan. A named prospective investor is helpful, though HMRC's requirements on this have varied — check the current position.

The quality of the application affects both the outcome and the turnaround. An application that clearly demonstrates the qualifying trade, the growth ambition, the risk to capital, and the use of funds gets a cleaner and faster response than a thin one that invites follow-up questions.

The Timeline to Autumn

HMRC's turnaround on advance assurance applications varies but should be planned at four to eight weeks. To have assurance in hand for an autumn round, the timeline runs backwards from the round open:

1. Early August: Confirm eligibility against the tests; map the cap table for disqualifiers; design the share class structure to reconcile SEIS/EIS with any institutional preference.
2. Mid August: Prepare the application — business plan, use of funds, accounts, structure.
3. Late August: Submit the advance assurance application.
4. September–October: HMRC response received; assurance in hand as investor conversations begin.
5. Autumn: Round opens with assurance available to prospective investors.

Key Takeaways

• SEIS/EIS advance assurance is HMRC's non-binding indication that a share issue is likely to qualify. Many angels treat it as a precondition for investing.
• SEIS is for the earliest stage (£250k company limit, 3-year age limit, £350k gross-asset cap); EIS extends further (£5m/yr, 7-year age limit, £15m gross assets).
• Beyond the limits, the shares must be full-risk ordinary shares with no preferential rights, and the "risk to capital" condition requires genuine growth ambition.
• The most common structural conflict is SEIS/EIS's non-preferential requirement versus institutional preference stacks — usually resolved with a separate non-preferential share class.
• Check the age limit (runs from first commercial sale, often earlier than founders assume) and gross-asset thresholds before applying.
• Plan four to eight weeks for HMRC turnaround. Submit in late August to have assurance in hand for an autumn round.