The MoneyLab Blog

Issuing SEIS and EIS shares - 4 key considerations

Posted by Vasiliki Carson, Sapphire Capital on 31-Aug-2017 15:43:53

So, you successfully obtained SEIS and EIS advance assurance from HMRC and successfully raised your “risk finance” capital. Congratulations are in order, as achieving all of this is a lot of hard work! Before you pop open the champagne, however, you must ensure that you correctly issue the SEIS and EIS shares, as errors in share issuance can put all your hard work in jeopardy. (Grab a cup of coffee instead and read on, as there is still more work to do...)

Share issuances cannot easily be amended once filed and may result in your investors not being able to avail of the Enterprise Investment Schemes. If investors aren’t able to avail of the SEIS / EIS tax incentives, you may end up losing the finance promised to you.

Here are some guidelines to keep in mind when you are about to issue SEIS and EIS shares:

 

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Topics: SEIS

Are the EIS and SEIS set for a makeover?

Posted by Mark Brownridge, Director General of the EISA on 24-May-2017 13:16:27

 
 
Mark Brownridge, the Director General of the EIS Association, discusses the conservative party manifesto's intentions for the future of EIS and SEIS.  Sapphire Capital Partners highly recommend membership of the EISA; an overview of the benefits to becoming an EISA member can be downloaded by clicking here.
 
Are the Enterprise Investment Scheme and Seed Enterprise Investment Scheme set for a makeover? If the Conservative’s election manifesto is to be believed, they might be.

The document says the party is considering further incentives under the ‘world-leading’ (hear hear!) schemes, though, tantalisingly, does not hint much at their nature, beyond suggesting that they may be targeted at ‘innovators’ and start-ups in the digital sector (Conservative General Election Manifesto, page 78, The Best Place for Digital Business).

We have been campaigning for improvements to EIS and SEIS for some time and, broadly speaking (and in lieu of more details), we welcome any changes to the EIS and SEIS regimes that result in more smaller companies getting access to the funding they need to grow.

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Topics: EIS Schemes

How the tax man rewards you for being a crowdfunder

Posted by Michael McDowell, Sapphire Capital on 15-May-2017 11:37:35


When Airpos
board of directors decided to launch a round of fundraising they wanted to ensure it was open to as wide a community of investors as possible.  They wanted to avoid the traditional roadshow, photocopied brochures and hard sell over coffee.  They identified the efficiencies of equity crowdfunding platforms and particularly Crowdcube as the best way to raise money.  They also wanted to ensure investors receive all benefits possible from investing, including those offered from HMRC.  

AirPOS is the type of company the UK Government likes to encourage- it’s an innovative technology company that is growing quickly, employing staff that will contribute significant tax.  
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Topics: Crowdfunding

5 key considerations for awarding shares to employees in high growth companies

Posted by Jeremy Glover, Partner at Jurit LLP on 11-May-2017 16:59:47

 

Most successful high growth companies set aside between 10% to 20% of the share capital for key members of the team.  In fact many investors will only want to invest in a company if it offers effective equity ownership to employees.  To do this, you must ask a number of key questions before proceeding.

  • Who should participate?
  • How much should we offer?
  • What will the employees think?
  • How do we do this tax effectively?
  • How do we structure the awards?
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Topics: Entrepreneurship

Equity crowdfunding - the new reality

Posted by Michael McDowell, Sapphire Capital on 22-Mar-2017 15:02:58

 

As the leading crowdfunding platforms grow to a new level of maturity, businesses increasingly view this as a way of raising investment. They also appreciate the opportunity to use crowdfunding to raise the businesses’ profile, attract customers, professional partners and prepare for future fund raising rounds. The challenge is to get listed on a platform but there is some transparency in what they are looking for and what they expect from a business who wants to list. It’s also clear what a company has to do to get ready:

 

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Topics: Crowdfunding

ELITE – supporting high growth businesses across the UK

Posted by Mark Fahy, Head of UK Small & Mid Caps of the London Stock Exchange on 21-Mar-2017 08:30:12

Mark Fahy, Head of UK Small and Mid Cap Companies, London Stock Exchange

The London Stock Exchange Group understands the power of fast growing, ambitious businesses to the economic prosperity of the UK. These companies drive job creation, boost tax intake and create wealth across the country. What's more, the need for them to have access to appropriate growth funding is essential and we believe in the power of equity financing to support them.

In order for these businesses to expand and contribute to the economy, they need to rebalance their financing - away from debt, towards equity. But, the statistics remain troubling. According to data from the British Bankers’ Association, only three per cent of UK SMEs use equity finance, in stark contrast with the US, where over 70 percent of financing comes from various types of equity: angel investment, crowd-funding, venture capital, private equity or a stock market listing.

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Topics: London Stock Exchange ELITE program

Spring 2017 Budget - Implications for EIS and R&D Tax Credits

Posted by Vasiliki Carson, Sapphire Capital on 08-Mar-2017 23:28:21


As promised in the 2016 Autumn Statement, today we were presented with the last Spring Budget, whose purpose was to provide a transition into an annual budget presentation that will give a longer term outlook for adopting new measures.  As such, the content of today's presentation was focused on highlighting areas that may have changed since the Autumn Statement (such as the deficit), as well as re-iterating the main principles of this new government's vision on how to build a "stronger, better, fairer Britain".

The Chancellor furthermore made a point to reiterate the government's commitment to maintaining Britain as a top global business destination.  There were measures that could be seen to limit incentives/support to entrepreneurs and small businesses, such as the increase in National Insurance Contributions for certain classes of self employed persons (LLPs), and targeting business rates increases for certain sectors - such as the "digital part" - of the small business economy, as most business rate cuts announced  were for local "brick and mortar" businesses (like pubs).  Furthermore, there was a cut in the dividend allowance for shareholders in companies, as the allowance was deemed "overly generous".  Although these changes were done in the name of "fairness", such tweaks may indirectly impact early stage companies and the SME sector in general.

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Topics: 2017 Spring Budget

What is a SEIS qualifying company?

Posted by Boyd Carson, Sapphire Capital on 03-Mar-2017 18:36:06

 

We are often asked which companies qualify for SEIS. Below is a brief summary of the requirements.

Each Company must initially (i.e. at the time of issue of the shares) not be listed on a recognised stock exchange (as defined for the purposes of SEIS Relief) and there must be no “arrangements” in place for it to become so listed. In addition, throughout the three year SEIS period, it must not be a subsidiary of, or be controlled by, another company. It must either exist to carry on a qualifying trade or else be the parent company of a trading group and there must be no “arrangements” in existence for the Company to become a subsidiary of, or be controlled by, another company.

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Topics: SEIS

How to identify pension and investment scams

Posted by Angela Brooks, Director of Pension Life on 23-Feb-2017 09:30:17


The world of pension and investment scams is dominated by some very slippery, dodgy, unregulated, unqualified, unscrupulous characters.  For example, in Spain, these "shady" characters are aptly labelled as “Chiringuitos” (bar flies) by the Spanish Regulator.  Herds of “introducers” masquerading as “wealth managers” stalk the unwary, flogging bogus occupational pension schemes and QROPS ("Qualifying Overseas Pensions Schemes") which they fill with toxic, high-risk, illiquid investments which pay the introducers handsome commissions – and ultimately ruin the victims.

So thank goodness for properly regulated and qualified UK-based accountants!  Except those in the “Peak Performance” network who were flogging things they called “tax-efficient investment schemes”.  Only they weren’t tax efficient.  And they weren’t investments.  As 46 investors have now discovered to their considerable cost, distress and humiliation.

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Topics: EIS, pensions

EU State Aid rules and the Enterprise Investment Scheme

Posted by Vasiliki Carson, Sapphire Capital on 01-Feb-2017 15:40:13


The word “Entrepreneur” originates from French, and was first used by the economist Jean-Baptiste Say in the early 19th century.  Its direct translation is “adventurer”, and that meaning conjures up attributes of bravery, resilience, and going beyond one’s comfort zone.

The current geo-political climate made me reluctant to write this blog as Brexit, with the potential triggering of Article 50, may indeed make this information null and void at some unknown point in time.  

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Topics: EIS

SEIS and EIS funds - how they are typically structured.

Posted by Boyd Carson, Sapphire Capital on 13-Jan-2017 13:51:39

 

 

At Sapphire we are often asked to advise on the structure of a new SEIS Fund or EIS Fund ("Fund"). A SEIS or EIS Fund is normally used when a group of investors want to invest in a selection of companies (as opposed to only one company) that qualify for SEIS/EIS reliefs. It is a method of investing that is becoming increasingly popular due to the advantageous SEIS/EIS tax reliefs and the diversification of the investments.

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Topics: EIS Funds

Does your company qualify for EIS? Complete our quiz to find out.

Posted by Boyd Carson, Sapphire Capital on 06-Jan-2017 10:44:04



In order to ensure your company qualifies for the Enterprise Investment Scheme ("EIS") there are certain questions you need to ask firstly.

Below is a basic quiz to ascertain whether your company qualifies. If you answer no to any of the questions - then your company may not qualify for EIS. But as with everything, the devil is in detail, so check with your adviser (or us) before giving up.

1) Is your company a private unlisted company?

If you answer "no" you may not qualify for EIS.

Your company cannot be listed on a recognised stock exchange and there must be no arrangements in place for it to be become listed (there is an exception to this rule as certain exchanges are not "recognised" exchanges so quoted companies may still qualify for EIS, for example if they are on ISDX and AIM).

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Topics: EIS

Autumn Statement 2016 Implications for SEIS, EIS, and SITR

Posted by Vasiliki Carson, Sapphire Capital on 24-Nov-2016 11:33:42


We were eagerly awaiting to hear the 2016 Autumn Statement in order gain some insight as to how the government proposes to deal with the resulting market uncertainty created by the Brexit referendum, and what the new prime minister and her cabinet are seeking to achieve.

The main take-away points were:

  1. Productivity of the UK workforce is a main focus for improvement, and the government plans to do this by creating a £23 billion Productivity Investment Fund to promote innovation and infrastructure; the money is to be used primarily for housing, transport, telecoms and R&D projects. This funding will flow through the British Business Bank in order to improve prosperity and commerce in regions outside London, and in particular for the North of England.
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Topics: EIS, SEIS, SITR

Invitation to Sapphire Capital's "Raising Capital" EIS Event

Posted by Vasiliki Carson, Sapphire Capital on 06-Nov-2016 17:28:45


There has never been a better time to set up a company in the UK. The government support offered by both the Seed Enterprise Investment Scheme ("SEIS") and the Enterprise Investment scheme ("EIS") provides start-ups with an excellent method to attract much needed capital in order to get a company started.

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Topics: EIS

Breaking SEIS/EIS rules - what are the repercussions?

Posted by Vasiliki Carson, Sapphire Capital on 24-Oct-2016 09:21:47

 

SEIS and EIS facilitate private investment into companies by providing investors generous taxincentives, such as income tax relief, capital gains tax deferral, inheritance tax relief and loss relief. A great summary of investor incentives can be found on the infographic that we created for a prior blog: SEIS versus EIS - a visual comparison.

 

One of the requirements for companies to qualify for SEIS and/or EIS, is that they must continue trading for at least three years from the time the SEIS/EIS shares are issued. This requirement reinforces government’s commitment to support entrepreneurship and permanent job creation within the UK. Government wishes to support medium to long term company trade, and we have seen a tightening of the rules around the schemes to ensure that they serve this purpose.

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Topics: EIS

Dispelling the myths about R&D Tax Credits

Posted by Vasiliki Carson, Sapphire Capital on 13-Sep-2016 14:59:48

 

“Myth:  (1) A traditional story, especially one covering the early history of a people or explaining a natural/social phenomenon [like the ancient Greek myth of Ikaros, pictured here, who attempted to fly...].  (2) widely held but false belief.”[1] 

 

R&D Tax Credits have been around for quite some time, yet many early stage / start-up entrepreneurs seem to be only vaguely familiar with them, shying away from taking the time to consider the scheme.This lack of enthusiasm appears to stem from “widely held but false beliefs”, such as:

a) that the credits are only for larger, established companies with their own separate R&D departments;

b) that start-ups experience losses in their first years of trading, and as such, there is no need to apply for Tax Credits;

c) that the claiming process will be too much of a hassle for what it would be worth;

As these myths are preventing companies from optimising governmental incentives (and essentially losing out on money), I am going to try to dispel them.

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Topics: R&D

Conflicts of interest that may arise in SEIS and EIS investing

Posted by Vasiliki Carson, Sapphire Capital on 26-Aug-2016 21:49:55


Over the summer months, I caught up with some long overdue television viewing time, and came across the American TV series “Billions”.   For those that haven’t heard of it, the story is about a successful hedge fund manager, Bobby Axelrod, who is being investigated by the U.S Attorney for the Southern District of New York, for suspected insider trading.  The complexity in the plot occurs due to a “conflict of interest”, as the U.S. Attorney’s wife works for Bobby’s firm, as a key person employee and investor.

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Topics: EIS

SEIS / EIS advance assurance for foreign companies - is it really possible?

Posted by Boyd Carson, Sapphire Capital on 14-Jun-2016 15:24:19

 

Short answer: yes it is. At Sapphire we are increasingly being asked to obtain SEIS and or EIS advance assurance for foreign-based companies. Contrary to popular belief, this is a popular structure. We recently obtained SEIS and EIS advance assurance for a company based in Malta (link to example), EIS advance assurance for a company in the United States (link to example) as well as one based in the Netherlands (link to example).

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Topics: EIS, SEIS

The rising popularity of Alternative Investments

Posted by Vasiliki Carson, Sapphire Capital on 08-Jun-2016 12:29:23


The old curse: “may you live in interesting times” seems to have been bestowed upon us lately.  In the ever so global village that we live in, it is amazing to notice how quickly and profoundly financial markets have been reacting to significant political uncertainties such as the “Pax Populi” movements and the rising isolationist sentiment across both America and Europe. 

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Topics: Alternative Investments, UK REITs

Grow Advisors Seminar Series 2016 - Essential Digital Marketplaces

Posted by Michael McDowell, Sapphire Capital on 02-Jun-2016 14:51:24

Essential Online Marketplaces - Lending & Equity Investment

London ,  29th June, 2016

Since before the global financial crisis, a new breed of financial services has been taking hold in markets as far afield as the US and China. Today, the UK itself is a world leader in equity crowdfunding and online lending platforms.

It is estimated that close to half of all investment in UK fintech relates to platform based financial services.

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Topics: Crowdfunding, Alternative Investments, private equity, seminar, fund management, platforms, fintech, p2plending, wealth management