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S/EIS Filings - Instructions

  • Updated

The Enterprise Investment Scheme and Seed Enterprise Investment Scheme are UK government schemes which incentivise investment into UK companies via tax relief on both the initial investment and capital gains related to the investment. Claims can either be submitted for the current tax year, or backdated into a previous tax year (up to a certain limit). You can read more here about how the schemes work, what sorts of companies qualify and the level of relief available.

Ordinarily, S/EIS relief is the responsibility of the investee company. However, if you'd like, Odin can generate and distribute the S/EIS3 certificates for your investors free of charge.

Here’s a guide to the end-to-end S/EIS process:

How do I use the investor data Odin has provided to file my S/EIS 1 claims?

  1. Once the deal is closed, you can download the investor list from the dashboard. This will give you a CSV export of all the data investors have provided.
    1. The key fields you need for your S/EIS 1 claim are first name, last name, address, investment amount and share price.
  2. You can tell whoever is processing the claim that they will need to state to HMRC that a nominee (SPV) is holding shares on behalf of the Odin investors.
  3. Please note claims should only be made for investors named as "individual" in the "type" column of the export
    1. Typically you’ll only want people with an address listed as "unitedkingdom" or “GB” in the "legal_entity_address_country" column, but it’s worth checking with individual investors, as some may have dual tax residency.
  4. Investors can only claim S/EIS on whole shares that they own via the SPV. If they own fractions of shares, you’ll see this as a decimal in the “total_shares_owned” column. They retain ownership of this fraction, but can’t claim S/EIS on it.
    1. If there is fractional ownership, for the S/EIS claims, the person submitting the S/EIS1 application and issuing S/EIS3 forms will need to round down to the nearest whole share for the claim.
  5. The amount to submit for the claim is the sum of the whole shares owned by the individuals, multiplied by the share price.
  6. If the investment was under an Advanced Subscription Agreement, you will not be able to process the S/EIS claim until the conversion event occurs.
    1. Once it occurs, you’ll need to use the share price to calculate the number of shares owned per investor (and round down to the nearest whole share for S/EIS claims, as per (4)).

Who can help me with the filings?

If you need support filing your S/EIS 1 claim and distributing certificates to investors, there are details here on how to do it.

Please note that our terms specify that we have the right to share investor email addresses and other data with directors and employees of the investee company, but that the investee company may not share this information with third parties. If you wish to share the data with a third party who is handling the issuance of S/EIS certificates, doing so without the direct consent of each investor will constitute a breach of UK & EU data protection laws under GDPR.

I’ve received my UIR (S/EIS2) and blank S/EIS3 forms. How do I issue certificates?

Once you have completed your S/EIS 1 form and received your S/EIS 2 and S/EIS 3 documents from HMRC, you have two options:

  1. You can fill and issue the S/EIS 3 certificates to investors yourself. We have provided the email addresses of the investors for you to do this if you wish.
  2. Odin can fill out and issue the S/EIS 3 certificates for investors in the SPV. Email us at hello@joinodin.com to set this up.

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