Rejected SEIS Advance Assurance Application - Solved

A Uni spin-out purchased software to develop it to license out to customers. It intended to raise SEIS funding but its advance assurance application was rejected by HMRC under the excluded activities test.

5 months ago   •   1 min read

By Steve Livingston

I've written elsewhere about the problem that some startups can encounter when they purchase IP with a view to developing it to sell in the form of licence or royalty fee income (most typically, software).

I won't rehash the technical rules (you can read them here), suffice to say that this set-up does not always 'play nicely' with the SEIS or EIS tax reliefs.

I recently advised on this matter with a startup company who had suffered this exact problem and received a knock-back from HMRC on their SEIS advance assurance application.

They were a University spin-out and were denied the advance assurance on the basis that they would be developing software that had been purchased from the Uni and therefore, they fell foul of the royalties/licence fee 'excluded activities' test.

The founders ultimately got around this nail-biting hitch by restructuring the deal. The revised structure was ultimately accepted by HMRC.

This case really goes to show the value of the SEIS/EIS advance assurance process as on all (other) accounts, the founders were assured by those around them (myself excluded, as I didn't advise on the original application!) that they needn't worry as SEIS eligibility and consequent HMRC SEIS assurance would be a 'slam-dunk'.

Yikes, that could have been costly...

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