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HMRC internal manual

Venture Capital Schemes Manual

SEIS: company and investor procedures: company procedures: authorising the issue of certificates

If satisfied that everything on the form is correct the officer will authorise the company to issue certificates to those subscribers who have requested them. This is done by completing and issuing form SEIS2. The appropriate number of forms SEIS3 will be sent to the company with the form SEIS2 - normally the number of names of subscribers recorded on the front of form SEIS1, but if a subscriber is known to be acting as nominee for more than one investor more may be issued.

Forms SEIS3 are not made available to anyone other than a company that has been authorised to issue them. Spare copies may, however, be issued at the officer’s discretion where requested (for example, where the company wishes to issue a duplicate to an investor who has lost the original certificate).

Receipt of a form SEIS3 by an investor indicates only that HMRC is satisfied that, from the date of issue of the relevant shares to the date the company submitted its compliance statement, the issuing company has met all the requirements insofar as they could for the time being be met. It does not indicate that the investor will be eligible for tax relief.

Notes for HMRC officers

On each occasion that form SEIS2 is issued the officer should send a photocopy of the related form SEIS1 to KAI Analysis under cover of a form SEIS10, noting the back of form SEIS1 accordingly. In any case where the form is accompanied by a lengthy schedule the original can be sent with a request that it be returned after the details needed have been extracted.

The trade classification number to be entered on form SEIS10 is the (four-digit) number applicable to the qualifying business activity for which the money was raised. Where that activity is carried on by a subsidiary, this number may be different from that applicable to the company whose shares are the subject of the relief. Where money is raised for research and development the number to be used is the number for the trade that the company intends to derive or benefit from the research and development.

When an authority to issue certificates of relief is sent, the file for the company issuing the shares and also the file for any subsidiary using money raised by the share issue should be clearly marked ‘SEIS’ and a prominent note should be made in each file of the termination date related to the share issue.