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HMRC internal manual

Venture Capital Schemes Manual

From
HM Revenue & Customs
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SEIS: income tax relief: the investor: no employee investors

ITA07/S257BA

In order to qualify for SEIS, neither the investor nor any associates may be employees of the company or any qualifying subsidiary (see VCM34140) in period B (see VCM31140) unless they are also a director. An individual is not treated for this purpose as employed by the company if he or she is a director of the company.

Meaning of ‘associate’

‘Associate’ is defined at ITA07/S257HJ and has the same meaning as for EIS relief under ITA07/S253 (see VCM11100). ‘Associates’ include business partners, trustees of any settlement of which the investor is a settlor or beneficiary, and relatives. Relatives for this purpose are spouses and civil partners, parents and grandparents, children and grandchildren. Brothers and sisters are not counted as associates for SEIS purposes.

Meaning of ‘director’

‘Director’ is defined at ITA07/S257HJ as having the same meaning as that given at CTA10/S452, as follows:

‘Director’ includes any person occupying the position of director by whatever name called and any person in accordance with whose directions or instructions the directors are accustomed to act. It also includes any person who:

  1. is a manager of the company or otherwise concerned in the management of the company’s trade or business, and
  2. is either on their own or with one or more of their associates the beneficial owner of, or able, directly or through the medium of other companies, or by any other indirect means, to control not less than 20% of the ordinary share capital of the company.

The expression ‘with one or more of his or her associates’ means that a person is treated as owning or, as the case may be, controlling, what any associate owns or controls, even if he or she does not own or control share capital of his or her own.

‘Ordinary share capital’ means all the issued share capital, by whatever name called, of the company other than share capital carrying a right to a dividend only at a fixed rate. For the purposes of this test, ‘associate of a person’ has a similar meaning to associate of a participator rather than the definition above. See CTM60150 to CTM60170, substituting ‘person’ for ‘participator’.