VCM35020 - Venture Capital Schemes Manual: the Seed Enterprise Investment Scheme: income tax relief: company and investor procedures: statutory process

The statutory procedure for obtaining any relief in respect of a subscription for shares is as follows:

  1. The company that has issued the shares supplies a compliance statement to HMRC using the form SEIS1 listing the subscribers who have requested certificates and giving information about such matters as the company’s trade and capital structure. Form SEIS1 is available from Gov.UK, through HMRC’s website Guidance: Use the Seed Enterprise Investment Scheme to raise money for your company
  2. A company must confirm when completing the compliance statement that the conditions for the relief (apart from any which relate to the investor) have been satisfied so far, and that it intends to ensure that they continue to be satisfied.
  3. If on examining the compliance statement HMRC is satisfied that it should do so, it will send the company a blank compliance certificate, form SEIS3, and a Unique Investment Reference (UIR), using form SEIS2 to authorise the company to issue the appropriate number of certificates.
  4. The company completes the SEIS3 certificates, including the UIR, and sends them to the subscribers by any electronic format or by post.
  5. Each subscriber or where the subscriber is a nominee, the beneficial owner of the shares - can then claim relief (see VCM35150 regarding claims to income tax relief and VCM23200 for claims to CG deferral relief).

A company must complete a compliance statement using the form SEIS1 even if the company has received an opinion from HMRC using the advance assurance service that the particular share issue would meet the requirements of the scheme.

HMRC will be bound by an opinion given in an advance assurance as long as the information contained within the compliance statement matches the information provided at the advance assurance stage. However, HMRC will not be bound by any assurance given if the information provided for the assurance ultimately turns out to be inaccurate, misleading or incomplete.

It is essential that the company submits the correct information on the SEIS1 as the SEIS3 certificate issued to the investor is based on this information. The same principles apply as in the case of Ashley v Revenue & Customs Commissioners (SpC 633) the investor was unable to claim relief as the EIS1 and the subsequent EIS3 referred to the incorrect date for the share issue. Therefore the onus is on the investor to check the SEIS3 certificate and, if necessary, request that the company correct the position. If the company refuses to correct the position the investor should inform HMRC.