SEIS before EIS: why share issues need different days

Reviewed and updated: 21 September 2026.

For a combined SEIS and EIS round, issuing the SEIS shares first on the same day is not sufficient. The statutory restriction looks at EIS and VCT investment on or before the SEIS issue day.

This is a practical detail with potentially expensive consequences. A company may have unused SEIS headroom but still lose access to SEIS because of an earlier relevant EIS or VCT investment.

What does the legislation require?

ITA 2007 s.257DK requires that no EIS or VCT investment is or has been made in the issuing company on or before the day of the relevant SEIS share issue. It also covers earlier investment in a company that is a qualifying subsidiary at the SEIS issue date.

For this purpose, an EIS investment involves a subscribed share issue for which the company at any time provides an EIS compliance statement. It is treated as made when those shares were issued. A VCT investment can be an investment of any kind, not just a share subscription.

A simple sequencing example

Assume a company intends to issue SEIS shares on Monday and EIS shares for a separate qualifying investment on Tuesday. That ordering addresses the date aspect of s.257DK. It does not establish that either investment meets all the other conditions.

If both issues happen on Monday, issuing the SEIS shares at 10am and the EIS shares at 3pm does not solve the restriction. The EIS investment is still on the SEIS issue day.

A later SEIS top-up also needs care. Once relevant EIS investment has occurred, unused numerical SEIS headroom does not override the separate restriction.

How much SEIS headroom is available?

The current limit is £250,000, subject to the prior SEIS investment and relevant aid rules. It is not a fresh £250,000 allowance for every round. Check the statutory lookback and the company's history before allocating the proposed subscriptions. s.257DL.

The cash and paperwork need to match

SEIS shares must be subscribed wholly in cash and fully paid when issued. The company must also satisfy its asset test immediately before issue. Cash received ahead of a mixed round can affect that test, so do not assume that separating the share issue dates resolves every difficulty. s.257CA and s.257DI.

Plan and reconcile:

• subscription agreements and any advance subscription arrangements;
• receipt of funds and their accounting treatment;
• board decisions, allotments and entries in the register of members;
• share certificates and Companies House filings;
• the SEIS1 and EIS1 statements for the relevant shares.

HMRC explains that the date of issue depends on company law and when title becomes complete, normally entry in the register of members. A share certificate evidences ownership; issuing the certificate is not necessarily the share issue itself. VCM33020.

Before completing the round

Compare the actual documents and timing with the facts disclosed in the advance assurance application. Review the investor conditions separately. After issue, use the appropriate compliance process, including the SEIS1 filing conditions.

The objective is a coherent transaction supported by contemporaneous records. Re-dating documents after a mistake does not change the underlying events.

For help with a proposed investment, discuss your SEIS or EIS position with IP Tax Solutions. We can agree the scope of a review around the facts and the point causing concern.

This article provides general information. Company, share and investor conditions require separate consideration.