Start right
What to put on the Companies House form so your SEIS and EIS relief survives it. You file the company yourself at Companies House and pay Companies House directly; this advice is free.
What you decide here, your share structure and your SIC code, carries into your advance assurance application later, so you do not enter it twice.
Conditions of relief
These are statements of the law, not our advice. Get any of them wrong and SEIS or EIS is not available, and most cannot be fixed after the shares are issued. Read them as the non-negotiable part of the form.
The trade
The company's trade must not be an excluded activity.
Why it matters. Excluded activities include property development, financial services, leasing, farming, hotels, energy generation, and legal and accountancy services. A company carrying one on cannot qualify, and nothing about how it incorporates changes that.
Share rights
The shares must be ordinary shares carrying no preferential right to dividends and no preferential right to assets on a winding up, no redemption rights, and no arrangement protecting the investor from downside.
Why it matters. These are the rights founders are most often talked into granting an early investor. Shares carrying them are not eligible shares, and it cannot be fixed after issue.
Payment before issue
Shares must not be issued before payment for them has been received in full, in cash.
Why it matters. Shares issued before the money lands are not fully paid up in cash and never become eligible. There is no retrospective fix.
Independence
The company must not be under the control of another company, either alone or together with persons connected with that company.
Why it matters. The trap is a founder holding shares personally while a company they control also holds shares. If the corporate shareholder and the connected founder together can control the company, through voting rights or rights in the articles, independence fails. A corporate shareholder is not automatically prohibited, but it needs analysis. For a first round, holding the incorporation shares directly as individuals is the cleaner route.
The same statutory ground, explained for the advance assurance application rather than the incorporation form, is in the company qualifying conditions chapter of the readiness playbook.
The difference is simple to state. A condition decides whether the company qualifies at all, so getting one wrong loses the relief. A recommendation only decides whether something later is cheap or awkward, so getting one wrong costs you time or money, not your eligibility.
Practical recommendations
These are our recommendations, not conditions. Relief still survives if you do them differently, but something becomes more expensive or more awkward later. Each says why.
Share structure
10,000 shares of £0.0001 each.
Why. The same £1 of nominal capital as 1,000 at £0.001, but one share is roughly 0.01 per cent of the company rather than 0.1 per cent. That matters for SEIS specifically, where cheques are often £1,000 to £10,000 and the rounding error on a small allocation is ten times smaller. It also avoids a subdivision later, which means a members' resolution and a Companies House filing at the worst possible moment.
Pay for your shares
Actually transfer the £1.
Why. Unpaid founder shares are recorded as unpaid on the statement of capital and surface at exactly the wrong moment.
SIC code
Choose a code that accurately reflects what the company will actually do.
Why. The SIC code is not itself a condition of relief. But a code that does not match the trade description invites HMRC questions and makes the application look inconsistent with itself.
Incorporate before you trade
Set the company up before you start trading, rather than trading personally first and moving the business in later.
Why. Transferring an existing trade into a company brings paperwork you do not need, and the qualifying-trade clock runs from when the trade began, including by a person who later transferred it in. Incorporating first means there is nothing to transfer.
Corporation Tax registration
Register for Corporation Tax and obtain the UTR promptly after incorporation.
Why. The advance assurance application needs both the UTR and the company registration number. The UTR arrives by post, so a founder who leaves it loses weeks they did not plan for.
The Companies House fee
Budget for the digital incorporation fee, payable to Companies House at filing.
£100 payable directly to Companies House when you file.
Why. The company does not exist yet and has no bank account, so you pay it personally. It becomes a pre-incorporation expense, reimbursed or left as a director's loan. It is not share capital and cannot be paid out of it.
Record your decisions
Save the two figures you will type on the form. They carry into your advance assurance application later, so you do not enter them twice. Saving here changes nothing at Companies House; you still file the company yourself.
Things you may have heard that are not so
What founders believe. You need only one share class for SEIS.
What is actually true. Not necessarily. SEIS shares must be ordinary and must not carry preferential dividend or winding-up rights, but more than one class can work if the rights are drafted carefully. A single class is often simplest, not compulsory.
What founders believe. Advance assurance is compulsory.
What is actually true. No. It is a discretionary, non-statutory HMRC service, and relief can be available without it. In practice many angels expect it before committing.
What founders believe. Founders and directors cannot get SEIS.
What is actually true. Not automatically. A director may qualify for relief. What usually puts a founder outside it is the size of their holding: an investor cannot claim relief if they, with their associates, hold more than 30 per cent of the ordinary share capital, the issued share capital, the voting power or the rights on a winding up, or otherwise control the company. Most founders are over that threshold, which is normal. It does not affect whether the company qualifies, only whether you personally can claim on money you put in.
Seisly does not file your company or act as your agent. You file it yourself at Companies House and pay Companies House directly. Following this checklist does not secure relief; it removes the known ways of losing it.
Your next step
Before you incorporate, run the free eligibility check so you know where the company stands on all nine tests.
Check your eligibility