The more complex the agreements or the longer the time between pre-purchase and share issuance, the greater the risk of non-compliance with TBEI`s rules of use. If the company wishes to apply for a pre-commitment, this should be the case before the creation of the ASA. Pre-insurance is a discretionary and non-legal service. Advance guarantees are not required to obtain the discharge of A SEIS. The more complex the agreements or the longer the period between pre-purchase and share issuance, the greater the risk of non-compliance with the rules relating to the duration of the SEIS discharge. The ASA should not act as an investment tool with other benefits such as investor protection. The payment of the subscription should not be a loan. HMRC will not consider the appropriate pre-subscription contracts for SEIS, unless the agreement is concluded: subscription contracts (AS) under pre-contract are sometimes used to obtain quick money for a company, at a time when the value of the shares cannot be easily determined. An ASA allows investors to pay subscription funds to a company at an early stage, with the shares to be issued at a later date.
It is therefore expected that the conditions of such an ASA will not be complex. However, the guidelines give a new attitude to HMRC in that, if the company wishes to apply for a prior commitment, it should do so before the creation of the ASA. If a prior guarantee is requested from an ASA already in force, HMRC will now reject the application (on the basis that the advance guarantee is a discretionary and non-legal service and considers that advance guarantees are not mandatory to obtain discharge on eis. HMRC appears to consider that an investment is “as good as it does when entering an ASA” and therefore does not need a notification to be reviewed in advance” and that the company should instead rely on the submission of the S/EIS1 compliance statement at the corresponding point after the issuance of shares. The entity must show how the date and terms of the agreement fit into its business plan and planned growth and development expenses. The issuance of shares must be made for the purpose of commercial growth and not just to comply with the agreement itself. The new guidelines confirm HMRC`s long-standing positions on a number of technical issues. For example, the ASA should not act as an investment tool with other benefits, such as investor protection.B. The new guidelines also state that HMRC does not consider ASAS to be suitable for SEIS and/or EIS unless the agreement: without these features, HMRC is likely to consider that pre-subscription is indeed a loan (and that loan conversions are not eligible for SEIS or EIS).
– does not allow the subscription to be refunded under any circumstances; – Can`t vary, cancel or assign; – Does not carry any interest; and – has a longstop date (no more than 6 months from the date of the agreement).