How to File an SEIS1 Compliance Statement
Step-by-step guide to filing an SEIS1 compliance statement with HMRC after issuing SEIS shares, so your investors can receive their SEIS3 certificates and claim tax relief.
What You'll Need
- HMRC advance assurance reference number
- Company UTR (Unique Taxpayer Reference)
- Full details of each investor (name, address, NI number)
- Share issue details (dates, amounts, price per share)
- Signed subscription agreements
- Companies House SH01 confirmation
Step-by-Step Guide
Confirm the share issue is complete
Before filing the SEIS1 compliance statement, ensure that all shares in the round have been issued. The shares must be fully paid ordinary shares that carry no preferential rights to dividends or assets. Check that subscription agreements are signed, funds have been received, share certificates have been issued, and the Companies House annual return of allotment (SH01) has been filed.
- •All SEIS shares in the round should be issued before submitting SEIS1 - you cannot submit multiple SEIS1 forms for the same round
- •The shares must carry no preferential rights - only ordinary shares qualify for SEIS
- •Make sure the SH01 filing at Companies House matches the share issue details exactly
- •Shares must be paid for in cash, not by converting loans or issuing bonus shares
Verify the company still meets all SEIS conditions
At the time of filing the compliance statement, the company must still meet all SEIS qualifying conditions. Check employee headcount (under 25 FTE), gross assets (under £350,000 before the share issue), trading status (qualifying trade or preparing to trade), age (under 2 years from first commercial sale), and independence (not controlled by another company).
- •The gross assets test is measured immediately before the share issue, not at the time of filing SEIS1
- •If the company's circumstances have changed since advance assurance was granted, the compliance statement may be rejected
- •Employee headcount includes part-time staff on a pro-rata basis
- •If you are close to any of the thresholds, document the calculations carefully
Gather investor and share issue details
For each investor, you need their full name, address, National Insurance number (or tax reference), the number of shares issued to them, the amount paid per share, the total amount invested, and the date the shares were issued. You also need the company's Unique Taxpayer Reference (UTR) and the HMRC advance assurance reference number.
- •Collect investor NI numbers early in the process - this is often the detail that causes delays
- •Non-UK investors need their country of residence and tax reference number instead of NI number
- •Have your advance assurance reference number ready - it speeds up HMRC processing
- •Double-check all amounts and dates against your subscription agreements and bank statements
Complete and submit the SEIS1 form online
Log into HMRC's online service for venture capital schemes and complete the SEIS1 compliance statement. The form requires company details, details of the qualifying trade, details of each share issue and each investor, and a declaration that all conditions are met. The company secretary or a director must sign the declaration.
- •The SEIS1 must be submitted by the company, not by the investors
- •You can submit for multiple investors in a single SEIS1 filing if they were all part of the same round
- •The form includes a declaration that the company meets all conditions - make sure this is accurate as false declarations have consequences
- •Keep a copy of the submitted form and the HMRC acknowledgement for your records
Wait for HMRC to process and issue SEIS3 certificates
HMRC reviews the compliance statement and, if satisfied, issues SEIS3 compliance certificates. One certificate is issued per investor. Processing typically takes 4-6 weeks. If HMRC has questions or requires additional information, they will contact the company directly.
- •You can call the Small Company Enterprise Centre after 6 weeks if you have not received the certificates
- •HMRC may ask for additional evidence that conditions are met, particularly around the qualifying trade
- •If the compliance statement is rejected, HMRC will explain the reasons and you may be able to resubmit
- •Plan for this timeline when setting investor expectations about when they can claim their tax relief
Distribute SEIS3 certificates to your investors
Once received from HMRC, send each investor their individual SEIS3 certificate. The investor uses this certificate to claim SEIS income tax relief on their Self Assessment tax return. They can claim for the tax year in which the shares were issued, or carry the relief back to the previous tax year.
- •Send certificates promptly - investors may be waiting to file their tax returns
- •Include a brief note explaining that the investor needs the SEIS3 certificate to claim relief on their Self Assessment return
- •Keep copies of all certificates issued in your company records
- •If an investor loses their certificate, you can request a replacement from HMRC
Common Mistakes to Avoid
Submitting the SEIS1 before all shares in the round have been issued
Missing or incorrect investor National Insurance numbers, which delays processing
Not filing the SH01 return of allotment at Companies House first, which HMRC may cross-check
Forgetting that the company must still meet all conditions at the time of filing, not just at the time of share issue
Frequently Asked Questions
What is an SEIS1 Compliance Statement?
An SEIS1 is a form filed with HMRC after your company has received SEIS investment and used the funds. It confirms your company has met all the SEIS qualifying conditions, allowing HMRC to authorise the issue of SEIS3 certificates to your investors.
When should I file the SEIS1 Compliance Statement?
You should file the SEIS1 after the minimum trading period (usually 4 months from the date of investment or the start of trading, whichever is later) and once at least 70% of the SEIS funds have been spent on the qualifying trade.
What happens after HMRC processes my SEIS1?
If HMRC is satisfied that all conditions are met, they will issue SEIS3 certificates for each investor. Your investors use these certificates to claim their 50% income tax relief and CGT exemption on their Self Assessment tax return.
Can HMRC reject my SEIS1 Compliance Statement?
Yes, HMRC can reject the SEIS1 if your company does not meet the qualifying conditions, if the funds were not used for the qualifying trade, or if the information provided is incomplete. You will be given the opportunity to provide additional information or correct errors.
What records do I need to keep for SEIS compliance?
Keep detailed records of all SEIS investment received, how funds were spent, share certificates issued, board minutes approving share allotments, and any correspondence with HMRC. Records should be retained for at least 3 years after the end of the compliance period.
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