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Slides for dream stake presentation (seis).key
1. Introduction to the Seed
Enterprise Investment
Scheme
Robert Young
9 February 2012
2. “We are proposing a new, targeted scheme to encourage
greater investment by business angels in start-ups and
entrepreneurs’ businesses. This, alongside our reform of
the EIS and VCTs, is part of our plan to increase the
competitiveness of the UK tax system, demonstrating that
Britain is open for business.”
David Gauke
Exchequer Secretary to the Treasury
3. Background
> SEIS to be introduced as a new part of the UK
fiscal legislation targeted at supporting start-
ups and SMEs
> Complements existing enterprise investment
scheme (EIS) and venture capital trust (VCT)
tax regimes
> SEIS will apply to investments made by
individuals into qualifying start-up companies
from 6 April 2012 onwards
5. Summary
> SEIS offers income tax and capital gains tax (CGT) reliefs for investors
in shares in “seed stage” companies
> Income tax relief operates as a reduction in the investor’s normal
income tax liability
> CGT relief operates by exempting the proceeds of sale of an SEIS
investment from tax
> Capital gains from sales of assets during tax year 2012/2013 reinvested
under SEIS in same year will be exempt from CGT
> Investments can be direct into companies or via suitable collective
schemes (e.g. “SEIS funds”)
7. Conditions for Investor
> Investor must subscribe cash for ordinary shares (i.e. not loan stock of any kind)
in qualifying company
> Shares cannot be given any priority entitlements or protections (save for limited
non-cumulative preferential dividend rights)
> Investor must not (directly or indirectly) hold more than 30% of the company's
ordinary share capital, issued share capital or voting rights (NB - no restrictions
on loan capital)
> Existing or new directors in the company are eligible, but not employees
> Shares must be held by the investor for three years
> Tax relief subject to claw-back if certain conditions are not met (e.g. three year
hold period and “30% test”)
8. Conditions for Company
> Must exist wholly for the purpose of carrying out one or
more new qualifying trades (no “demerging” or
“phoenixing”)
> Gross assets must not exceed £200,000 immediately
before the investment
> Must have fewer than 25 full time employees
> Must have a UK place of business
> Shares must not be listed (NB – AIM is OK)
> Shares must be issued within two years of incorporation
of company
9. Conditions for Company (continued)
> The company must not control or be controlled by another company or be a
member of a partnership (more restrictive than the equivalent EIS provisions)
> The company must not have raised any investment under the EIS/ VCT
schemes previously (NB – can raise EIS/VCT money after, once it has spent
at least 75% of the SEIS funds)
> Capital raised under the scheme must be used by the company in a qualifying
activity within three years
> Tax relief cannot be claimed until company has spent 70% of SEIS money in
its qualifying activity
> Maximum of £150,000 can be raised under SEIS
11. Benefits of SEIS Relief – Income Tax
> Individual income tax relief of 50% of the amount invested, up to
£100,000 per tax year
> Equates to maximum income tax saving of £50,000
> Does not depend on personal tax rate (i.e. do not have to be a top rate
taxpayer to benefit from 50% relief)
> Tax relief can be split between tax year of investment and previous tax
year (NB – cannot carry-back relief to 2011/12 tax year, as that pre-
dates the scheme)
12. Income Tax – Practical Example
> Investor has income tax liability of £25,000 for tax year 2012/2013 and
£28,000 for tax year 2013/2014
> Invests £80,000 in new SEIS fund in May 2013
> SEIS fund invests money in various companies during 2013 –
companies each spend funds and issue SEIS compliance certificates to
investor
> Investor entitled to £40,000 SEIS tax relief:
- Claims £28,000 to clear income tax liability for 2013/2014
- Claims £12,000 against income tax liability for 2012/2013
> Net income tax liability for two tax years of £13,000
13. Benefits of SEIS Relief –CGT
> Exemption from CGT on any proceeds of sale of an SEIS investment
(subject to minimum holding period of three years)
> If investment realises a loss, generally possible to off-set the loss
against taxable capital gains for the same (or any later) tax year or
taxable income for the same or the previous tax year
> Any such loss is adjusted to deduct income tax relief claimed
14. Benefits of SEIS Relief – CGT Special Exemption
> Special “one off” relief for capital gains realised in tax year 2012/13
and reinvested under SEIS in the same year
> Investor must dispose of an asset in 2012/13 at a capital gain (no
restriction on the type of asset)
> A qualifying investment under SEIS during 2012/13 may be set against
the capital gain, up to a maximum of £100,000
> Gain is exempted from tax (subject to claw-back if SEIS relief is
subsequently removed – e.g. because of a disposal within three years)
15. Income Tax & CGT - Combined Example
> Investor has total income tax liability of £40,000 for tax year 2012/2013
> Investor sells an investment property for £400,000 in June 2012 at a
gain of £100,000 (notional CGT liability of £28,000 @ 28%)
> Investor reinvests £80,000 of proceeds in a SEIS fund in August 2012
> Investor claims £40,000 SEIS income tax relief (clears income tax bill)
> Investor claims set-off of £80,000 against £100,000 gain – leaves
£20,000, taxable at 28% (i.e. £5,600 tax)
> Effective tax rate of c.3% on taxable returns for year
16. Summing Up
> SEIS income tax and CGT reliefs are some of the most valuable in the
tax code
> Single year CGT exemption is potent in encouraging reinvestment of
capital in seed companies
> Prospect of SEIS funds to pool capital for diversification of risk is
particularly appealing
> Happy to discuss further!
