SEIS/EIS Advance Assurance in 2026: getting it right the first time

Advance Assurance (AA) is HMRC's non-binding, indicative opinion that a proposed share issue is *likely* to qualify for SEIS or EIS, based purely on the facts you submit. It exists to reassure investors before they commit. It is not a guarantee. Relief is only confirmed later, through the compliance process, once shares are issued and the company has traded.

AA is technically optional. You're allowed to issue shares and go straight to the compliance stage. In practice, skipping it means asking investors to take a tax risk on trust, which most won't. Treat it as a required step even though the legislation doesn't.

HMRC publishes no formal service-level guarantee for Advance Assurance. In 2025–2026, advisers report turnarounds clustering around 4–8 weeks (EIS often nearer 6–8, SEIS nearer 4–6), with real variance driven by application quality and HMRC's workload. A first “response” is frequently a request for more information, not the assurance itself, so a single back-and-forth can add weeks.

Before you write a word of the application, check your company against the rules. HMRC is checking the same boxes; if you fail one, the assurance won't come. The SEIS limits are unchanged for 2026; the EIS company limits increased on 6 April 2026.

Some trades simply don't qualify. If an excluded activity is a substantial part of what you do (HMRC reads “substantial” as more than ~20%), the whole share issue can fail. The list is broad and catches more founders than they expect.

• Dealing in land, commodities, futures, shares or securities
• Financial activities: banking, insurance, money-lending, debt or financing
• Leasing, or receiving royalties and licence fees (with limited IP exceptions)
• Legal or accountancy services
• Property development, farming and market gardening, forestry
• Operating or managing hotels, nursing or care homes
• Energy generation, and generation that benefits from subsidies; coal, steel and shipbuilding

HMRC won't accept an application without its form and the accompanying checklist. Beyond that, assemble a clean pack. A thin or contradictory application is the most common cause of delay.

• Business plan and financial forecasts
• Latest accounts (if the company has any)
• Up-to-date Memorandum & Articles of Association, plus any proposed amendments
• Details of the shares to be issued, draft subscription/shareholders' agreement, and the register of members (cap table)
• An explanation of your trade and how the money will be spent
• A statement showing how you meet the risk-to-capital condition
• Your pitch deck and any investor marketing materials
• Company UTR and registration number; agent authorisation if an adviser is filing

This is where founders who copy Silicon Valley get burned. A US-style SAFE typically voids SEIS/EIS because it tends to be refundable, debt-like or variable, and can carry investor protections, all of which break HMRC's rules. The relief is attached to the *shares*, and a SAFE doesn't issue them cleanly enough.

The UK-safe alternative to a priced round is an Advance Subscription Agreement (ASA), but only if it's drafted to HMRC's specification. Per HMRC, a compliant ASA must:

• Be non-refundable under any circumstances
• Bear no interest
• Not be variable, cancellable or assignable, and carry no investor protections
• Convert into shares within a longstop of no more than 6 months from the ASA date
• Not convert existing debt or any other obligation into shares

Here's the part that bites years later. Relief is lost more often through accounting and structural failures than business ones, and they surface when HMRC reviews the compliance statement or, worse, on a later challenge. Getting AA is only half the job; keeping the relief is the other half.

• Wrong share class. SEIS/EIS shares must be ordinary, full-risk, fully paid in cash, non-redeemable, with no preferential rights to dividends or to assets on a winding-up. Preferential rights creep in inadvertently, often when a later round creates a new share class, and can disqualify shares that previously qualified.
• Investor not independent. An investor (with associates) holding more than 30% of the ordinary share capital or votes is disqualified; certain board appointments can also break independence.
• SEIS-before-EIS sequencing. EIS shares can't be issued until SEIS shares have been issued and at least a day has passed, and HMRC expects roughly 70% of the SEIS money to be spent before EIS shares go out.
• Disqualifying events in the 3-year holding period. Buybacks, redemptions, value returned to the investor, or the company ceasing the qualifying trade can all withdraw relief retroactively.

The relief is rarely lost because the business failed. It's lost because a clause in the articles, a preferential dividend, or a stray buyback quietly broke a rule nobody re-read.

Advance Assurance is step one of a longer chain. The round isn't truly finished until your investors hold the certificates that let them claim, so know the whole path before you start.

1. 1Advance Assurance. Apply and receive HMRC's indicative letter (optional, but expected).
2. 2Issue shares. Ordinary, full-risk; SEIS before EIS, with the day's gap and the 70%-spent rule respected.
3. 3Trade until the company has carried on the qualifying trade for 4 months, or has spent 70% of the money raised.
4. 4File the compliance statement (SEIS1 / EIS1) with HMRC.
5. 5Receive authorisation. HMRC issues SEIS2 / EIS2 with a reference number.
6. 6Issue certificates. The company gives each investor a SEIS3 / EIS3, which is what they use to claim relief on their tax return.

HMRC charges nothing for either the Advance Assurance or the later compliance steps. The cost is in preparation, and you have options across a wide range.