The Seed Enterprise Investment Scheme and the Enterprise Investment Scheme shape almost every early-stage round in the UK. Angels expect the tax relief, and many will not invest without advance assurance from HMRC. That makes a UK seed data room slightly different from one in the US or Europe: alongside the usual deck and model, it has to carry the evidence that the company and the shares qualify.
SEIS and EIS at a glance
The two schemes overlap but are not interchangeable. The figures below reflect HMRC guidance at the time of writing; limits have changed several times in recent years, so check the current position on gov.uk before you set terms.
| SEIS | EIS | |
|---|---|---|
| Who it is for | Very young companies, trading for under three years | Growing companies, generally within seven years of first commercial sale |
| Company raise limit | Up to £250,000 in total under SEIS | Much higher annual and lifetime limits; check current figures |
| Investor income tax relief | 50% of the amount invested | 30% of the amount invested |
| Company size tests | Gross assets up to £350,000 and fewer than 25 employees | Higher thresholds, with more generous rules for knowledge-intensive companies |
| Minimum holding | Three years for investors to keep the relief | Three years |
If you raise under both schemes in the same round, the SEIS shares need to be issued before the EIS shares. Investors’ lawyers will check the board minutes and allotment records for exactly that, so they belong in the room.
What angels and EIS funds expect to see
A seed investor’s diligence is lighter than a buyer’s, but it is not superficial. Expect requests for the pitch deck and financial model, the cap table including options and any convertible instruments, the articles and any existing shareholder agreement, evidence that the company owns its IP (particularly where founders built the product before incorporation), and key contracts. Lead investors and EIS fund managers will go further, asking for management accounts, a hiring plan and the use of funds.
Two items are specific to UK rounds. First, the advance assurance letter from HMRC, or a clear statement that you have applied. Second, a short note explaining how the company meets the qualifying trade rules, because some activities, such as property development or financial services, are excluded.
The room after the money arrives
Many founders close the room once the round completes. That is a mistake under these schemes, because the paperwork continues for months.
What the room should hold at each step of a SEIS or EIS round
- Advance assuranceOptionalIn the roomBusiness plan, cap table, draft articles and the use-of-funds note sent to HMRC
- Investor due diligenceIn the roomAccounts, forecasts, IP ownership, key contracts and the risk-to-capital statement
- Shares issued for cashIn the roomSubscription letters, board minutes, register of members and the SH01 filing
- Compliance statement to HMRCIn the roomCopy of the SEIS1 or EIS1 form and evidence of how the money was spent
- Certificates to investorsIn the roomHMRC authorisation letter and a log of every SEIS3 or EIS3 sent
After the shares are issued, the company files a return of allotment (form SH01) at Companies House within one month. Once it has met the trading or spending conditions, it submits a compliance statement to HMRC: form SEIS1 or EIS1. When HMRC authorises it, the company sends each investor a SEIS3 or EIS3 certificate so they can claim relief. Keeping all of this in the same room, under a “post-completion” folder visible to investors, avoids the steady trickle of emails asking where certificates are.
Investors cannot get relief on shares that were not fully paid up in cash when issued. Advance subscription agreements and convertible notes need careful drafting to stay inside the rules, so keep the signed versions and the bank evidence of receipt in the room.
Who sees what
For a round led by one angel or a small syndicate, two groups are usually enough: a “first look” group with the deck, a one-page summary and the headline model, and a “diligence” group for committed investors with the full model, legal documents and IP evidence. EIS funds often need a third group for their compliance team. Watermark the model and cap table in every group; they circulate further than founders expect.
Personal data matters even here. Option holders’ names, salaries and founders’ personal guarantees are covered by UK GDPR, so share them only with investors who need them to complete.
Where founders go wrong
The common errors are small and fixable. Founders upload a cap table that does not match the confirmation statement at Companies House. They forget to include the advance assurance application, so the first question from every angel is the same one. They give every investor full access on day one, then cannot tell which investors are actually engaged. Or they send the subscription documents by email and lose track of which versions were signed. A room with view tracking and e-signature solves the last two; reconciling records before you start solves the first two.
What to budget
A seed round rarely needs an enterprise room. Several providers publish monthly pricing in the low hundreds of pounds, and a round normally runs for two to four months plus the post-completion period. Ellty publishes pricing from $149 a month (approx. £115, indicative; confirm with the provider and check VAT). Compare providers on our UK shortlist or see the cost guide for how the pricing models differ.
Questions people ask
Do I need advance assurance before opening the data room?
No, advance assurance is optional, but many angels will not commit without it. Put the HMRC letter, or your application and expected timing, in the room so investors can see the status.
Should the SEIS1 or EIS1 form go in the investor data room?
A copy is useful. Investors rely on the compliance statement and the certificates that follow to claim relief, and keeping them together saves you answering the same question from every shareholder.
Can I use one room for SEIS and EIS investors?
Yes. Use separate folders for the SEIS and EIS share issues, with the board minutes showing the order of allotment, and give each investor access to the documents for the shares they hold.
How long should a fundraising room stay open?
Through the round and until every investor has their SEIS3 or EIS3 certificate. Many companies then keep it as an investor relations room for later rounds.