Who should use this checklist
Companies that are actively seeking funding under the Seed Enterprise Investment Scheme (SEIS), or their authorised agent, should use this checklist to make sure they give us all the right information, first time, when applying for an advance assurance. This will avoid delays.
We provide the advance assurance service through a specialist HM Revenue and Customs (HMRC) unit, the Venture Capital Reliefs (VCR) Team:
• The advance assurance service is a non-statutory, discretionary, service.
• A company does not have to apply for an advance assurance before receiving an investment.
• An advance assurance has no legal force; it is only our opinion as to whether a company is likely to meet the qualifying conditions if it receives an investment under the circumstances set out in the application.
• The particular circumstances of the company may mean that we are unable to form an opinion until further activity has commenced or such that they will not provide an opinion.
• The advance assurance service is not a registration scheme; we will only consider applications if a company is actively seeking funding and the terms and amounts are agreed.
• The company must have a Unique Tax Reference (UTR) number issued by HMRC before applying.
• The advance assurance application must confirm that the company meets each requirement or condition of the scheme, and explain how, supported by relevant documents and other information. You should highlight any area of doubt and give a technical explanation as to why you consider the company meets the particular requirement.
You cannot apply for an advance assurance if the company has already issued the shares. In that case the company must submit a Compliance Statement (form SEIS1).
What the checklist covers
This checklist tells you what information you must give us when you apply for an advance assurance on behalf of a company. It will help you to provide all the information we need so that we can process your application more quickly and reduce delays for the company and its investors. If you don’t give us all the information we need we may ask you for more information or we may reject your application, see VCM60220.
Who should complete and send the advance assurance form
The advance assurance application form can only be completed and sent to the VCR Team by one of the following:
• The company secretary
• A director of the company
• An agent authorised to act on the company’s behalf.
We will return applications submitted by any other applicant.
Advance assurance application forms
To make an advance assurance application you must use form VCSAA which is available from Gov.uk. You will need to provide a separate completed checklist and information for each venture capital scheme for which you want an advance assurance.
We will not accept an advance assurance application for the SEIS without a completed VCSAA form and Checklist.
Once you have completed the VCSAA form you can email it, along with all the supporting documents and information, the checklist and any covering letter to the Venture Capital Reliefs Team (VCR Team) at email@example.com. If you or your agent want us to correspond by email you need to be aware of the risks and obligations see VCM2035.
If the email and attachments are more than 10 megabytes you will need to send it in more than one email. In that case please make it clear on each email that the email is one of a group of emails relating to one application by the SEIS.
What an advance assurance covers
We will give an opinion on whether a particular issue of shares would meet the requirements of the scheme a company has applied for, based on the company’s application form and the supporting information. There may be occasions when we are unable to give an opinion, for example, if all the relevant supporting information is not provided or if it is not clear that a company will be carrying out a qualifying business activity.
An advance assurance applies to a specific investment. It won’t apply, for example, if:
• there are any material changes to the proposed investment we have approved, or the supporting facts or documents
• there was not a full disclosure of relevant information, for example, areas of doubt have not been fully highlighted, or relevant information has been omitted
• the law changes between the date the advance assurance was given and the date of the investment.
The SEIS guidance in VCM60240 explains in detail when we will not be bound by an advance assurance.
A company should not apply for advance assurance until the terms on which the investment will be received are certain as the VCR Team does not give priority to companies that have already received an advance assurance and will not re-open an advance assurance after it has been provided. If the company needs a fresh advance assurance it will need to make a new application.
How to use the checklist
Use this checklist to
• understand what conditions the company will have to meet when the investment is made, and for it to remain a qualifying investment
• explain to us how the company meets various conditions and/or list where supporting information in the attachments can be found
• ensure you send all the information needed, including the checklist, with the completed VCSAA form.
This will help us deal with the application form efficiently.
Example in completing the checklist
Documents and Information you must include with your AA application form Information provided
Yes / Unsure / Not applicable You must indicate where to find your supporting documents in the attachments
Explain how the company will use the money raised. Include details of how the money will be used to help the company grow and develop. Yes The money will be used to [……]
See i-form and pages  and  of the business plan, (file name My-business-plan.doc)
Advance assurance application for Seed Enterprise Investment Scheme (SEIS)
Checklist Name of the company
Company Registration Number (CRN)
Complete the ‘information provided’ box yes/unsure/not applicable to confirm information is enclosed and explain where to find your supporting documents in the attachments with your advance assurance application or why the information is not applicable:
SECTION 1 – DOCUMENTS & INFORMATION
No. Documents and information you must include with your AA application form Information provided
(Yes, Unsure, Not/Applicable) Location of the supporting documents in the attachments
1.1 A list of the current shareholders in the company at the date of submission of the advance assurance application.
1.2 The names and Company Registration Numbers of all subsidiary companies and a group structure diagram.
1.3 Latest Memorandum and Articles of Association of the company and of any subsidiary company, including details of any changes to be made.
1.4 Latest available accounts of the company, and any subsidiary company; if the company has not yet drawn up a set of accounts, then you must send the company’s management accounts or a detailed narrative explaining what the company’s activity will consist of along with details of how it will derive its income. Please state type of accounts being attached.
1.5 The company’s business plan together with the financial forecasts (these should include any anticipated follow on funding).
1.6 Details and an explanation of why and how you consider the company is a genuine growth company that meets the risk to capital condition (see VCM8500+).
1.7 Details of how the company’s proposed trading activities will be structured and carried out; include supporting documents along with evidence (see VCM8500+ and also VCM33030).
1.8 Copies and details of any subscription agreement or other side agreement entered into by the investors.
1.9 The amount of money to be raised by this share issue. You must give a good estimate of the amounts to be raised, to reconcile with the business plan and financial forecasts. We will not accept applications stating figures such as ‘up to £150,000’.
1.10 Explain how the company will use the money raised.
1.11 Information of all trading or other activities to be carried on by the company and any subsidiary, see VCM33030.
1.12 Names and addresses of the prospective investors if investment is not through a fund manager, and this is company’s first investment under the SEIS.
1.13 Name(s) of the SEIS fund and fund manager.
1.14 Latest prospectus or similar document to be issued to potential investors.
1.15 Details of any SEIS, SITR or other de minimis aid already received by the company (including the amount, date and scheme under which each investment was received).
1.16 Confirm that the company expects to be able to complete the declaration on the SEIS1 Compliance Statement;
(the declaration confirms that you have provided complete and correct information about the company seeking advance assurance; if you cannot confirm, state why).
1.17 Provide any further information that’s relevant to your application for advance assurance, including details of any areas where the application of the rules is unclear.
The following are conditions that your company will have to meet at the time, and in some cases for a minimum of three years after, the shares are issued or from incorporation.
SECTION 2 – CONDITIONS
No. Company Conditions Guidance reference Company will meet condition (Yes / Unsure / Not Applicable) If the company will not meet the condition or it is doubtful, provide more details here, or give details where the information is in an attachment
2.1 The shares will be issued wholly for cash and will be fully paid up by the time they are issued.
2.2 The shares issue will have no preferential rights to dividends.
2.3 The shares will be issued for the purpose of raising money for a qualifying business activity to be carried on by either the issuing company or by a qualifying 90% subsidiary.
2.4 The money raised by the issue of the shares will be spent for the purpose of the business activity within three years after the date of issue of the shares.
2.5 The issuing arrangements for the shares will not include any arrangements which might lead to exit, including: the disposal of any shares in the company; the cessation of trade; the disposal of assets.
2.6 The shares will be issued for genuine commercial purposes and not as part of a scheme or arrangement, a main purpose of which was the avoidance of tax.
2.7 The shares will not be issued, nor will the money raised be spent, in consequence of or in anticipation of, disqualifying arrangements.
2.8 The company either exists for the purpose of carrying one or more new qualifying trades or is the parent company of a trading group.
2.9 The company or one or more of its 90% subsidiaries must carry on the new qualifying trade and any preparation work or research and development leading to it, and will continue to meet the requirement for three years after the date of issue of the shares.
2.10 The company issuing the shares will have a permanent establishment in the United Kingdom.
2.11 The company must meet the financial health requirement at the time the shares are issued.
2.12 The company will be an unquoted company and there are no arrangements in existence for it to cease to be so.
2.13 The company has never controlled another company which is not a qualifying subsidiary; and there are, and will be, no arrangements in existence by virtue of which that requirement could cease to be met for at least three years after the date of issue.
2.14 The company has never been controlled by another company (or by another company and any person connected with that other company) and there are, and will be, no arrangements in existence by virtue of which that requirement could cease to be met for at least three years after the date of issue.
2.15 The company, or any of its subsidiaries, never has been, and will not be for at least three years after the date of issue, a member of a partnership.
2.16 The value of the gross assets of the company and its subsidiaries will not exceed £200,000 immediately before the share issue.
2.17 Immediately before the issue of the shares the company and its subsidiaries will have less than 25 full-time equivalent employees.
2.18 The total amount of SEIS investments made in the issuing company in the previous three years up to and including the latest investment, and any other de minimis State aid, is less than £150,000.
2.19 The company does not and will not have any subsidiary which is not a qualifying subsidiary for at least three years after the date of issue of the shares.
2.20 Any property managing subsidiary is, and will be, a qualifying 90% subsidiary for at least three years after the date of issue of the shares.
2.21 The trade (or research and development) will have been carried on for at least four months, or at least 70% of the money raised must have been spent on the qualifying business activity, at the time of submitting the compliance statement.
2.22 The company will report to HMRC if the company or a person connected with the company provides value to the investor or an associate at any time within the four years starting 12 months before the date the shares are issued, and ending three years after the shares are issued.