Legal Checklist for UK SEIS/EIS Startups: Ensuring Compliance & Commission-Free Funding

Introduction

Jumping into the world of SEIS and EIS can feel like learning a new language. You’ve heard the stats: UK startups tapping into tax-efficient startups schemes get a serious boost. But the paperwork? Bewildering.

Here’s the good news. You don’t have to go it alone. A clear legal checklist can save time, money—and nerves. And if you’re looking for commission-free funding, Oriel IPO has your back.

In this guide you’ll find:

  • A breakdown of SEIS and EIS.
  • Key legal steps every founder must tick off.
  • How to pair compliance with commission-free funding.
  • Tips tailored for tax-efficient startups.

Let’s dive in.

Understanding SEIS and EIS

What are SEIS and EIS?

In a nutshell:

  • SEIS (Seed Enterprise Investment Scheme)
    • For very early-stage companies.
    • Up to £150k of investment.
    • 50% income tax relief.

  • EIS (Enterprise Investment Scheme)
    • For growing startups.
    • Up to £5m per year (max £12m lifetime).
    • 30% income tax relief.

Both offer capital gains relief and loss relief. Perfect for tax-efficient startups aiming to sweeten deals for investors.

Why SEIS/EIS matters for tax-efficient startups

  • Attract the right angels.
  • Lower investor risk.
  • Signal credibility.
  • Boost your valuation in future rounds.

A solid company structure is non-negotiable. Think of it as a house. If your foundations are wobbly, everything else cracks.

  1. Choose the right entity
    – Private limited (Ltd) is the go-to.
    – Ltd by guarantee or LLP have niche uses.

  2. Draft Articles of Association
    – Define share classes.
    – Set voting rights.
    – Anticipate future rounds.

  3. Register with Companies House
    – Get your company number.
    – Confirm your SIC code.

  4. Open a business bank account
    – Keep personal assets separate.
    – Build a clean audit trail.

Shareholders’ Agreements & Investment Documentation

Everything lives and dies on the detail.

  • Shareholders’ Agreement (SHA)
    • Exit triggers.
    • Drag-along and tag-along rights.
    • Board appointment terms.

  • Subscription Agreements
    • Price per share.
    • Payment schedules.

  • Share Purchase Agreements
    • Pre-emption rights.
    • Warranties and indemnities.

A watertight SHA stops founder feuds. It also cements your credentials as one of the most tax-efficient startups on the block.

Compliance & Regulatory Aspects

Regulation isn’t sexy. But it’s vital.

  • FCA Regulation vs Non-Regulated Platforms
    • Oriel IPO is non-FCA regulated.
    • You get commission-free access, but you’ll need separate financial advice.

  • Data Privacy (GDPR)
    • Notify ICO if you process personal data.
    • Update your privacy policy.

  • Anti-Money Laundering (AML)
    • Customer due diligence.
    • Record-keeping for 5 years.

Ignoring this stuff risks fines—and investor trust.

Tax Structuring & Rulings

Get HMRC onside early. It can make or break your SEIS/EIS claims.

  • Group Structure
    • Avoid private wealth traps.
    • Keep trading entities separate from holding companies.

  • Advance Assurance
    • File early.
    • It’s non-binding but gives investor confidence.

  • Valuation Rulings
    • Negotiate share price with HMRC.
    • Lock in tax relief for investors.

  • R&D Tax Credits & IP Box
    • Double down on innovation.
    • Stack incentives for maximum impact.

Employee Incentive Schemes

Keeping your team motivated is key, especially for tax-efficient startups.

  • EMI Options (Enterprise Management Incentives)
    • Up to £250k per employee.
    • Tax advantages on gains above £30k.

  • CSOP & SAYE
    • Cash-based schemes.
    • Simple to administer.

  • Share Award Plans
    • Retention tool.
    • Align everyone on growth.

IP Protection: Safeguarding Innovation

You’ve built something special. Lock it down.

  • Trademarks
    • Register early.
    • UKIPO and EUIPO routes.

  • Patents
    • Technical inventions only.
    • Consider a PCT application for global reach.

  • Copyright & Designs
    • Automatic protection.
    • Keep records of creation.

  • Licensing Agreements
    • Income stream.
    • Quality control clauses.

VAT, Customs & Tax Compliance

Non-trade items can trip you up.

  • VAT Registration
    • Threshold of £85k turnover.
    • Flat-rate scheme for simplicity.

  • Customs Declarations
    • If you import goods.
    • EORI number required.

  • Tax Returns & Objections
    • Self-assessment deadlines.
    • HMRC objection window.

  • Volunteer Disclosures
    • Clear historic slip-ups.
    • Show good faith.

Explore our features

(Continue building your compliance library with Oriel IPO’s educational resources.)

Commission-Free Funding with Oriel IPO

So you’ve ticked the legal boxes. Now what? Funding. And we all know commission fees can nibble your raise.

Here’s how Oriel IPO helps tax-efficient startups:

  • Commission-Free Model
    • 0% investor fees.
    • 0% startup fees on successful rounds.

  • Curated Deals
    • Hand-picked startups.
    • Only SEIS/EIS eligible projects.

  • Educational Hub
    • Webinars on structuring.
    • Templates and checklists.

  • Subscription Tiers
    • Free trial for newbies.
    • Premium access for power users.

All that without an advisory fee. Neat, right?

  1. Company formation & Articles filed
  2. SHA & subscription docs drafted
  3. Advance assurance from HMRC
  4. FCA vs non-FCA considerations
  5. GDPR & AML compliance
  6. HMRC valuation ruling
  7. Employee EMI scheme set up
  8. IP assets registered
  9. VAT & customs registrations
  10. Commission-free funding ready on Oriel IPO

Tick these off. Then focus on growth.

Conclusion

SEIS and EIS aren’t just bureaucratic hurdles. They’re powerful levers for tax-efficient startups. Nail the legal fundamentals. Then leverage a commission-free marketplace like Oriel IPO to plug directly into angel investors keen on your next big thing.

Say goodbye to hidden fees and confusing terms. Embrace clear compliance, robust documentation, and an investor-ready pitch.

Your roadmap to success starts here.

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