SEIS3 Certificates: What to Do After the Round

The round is closed, the money is in, and the most neglected phase of SEIS begins: the one where the SEIS3 certificate that unlocks your investors’ relief actually gets produced. Between completion and certificates sit two conditions, one form and a queue, and the founders who handle this phase well are remembered at the next raise. Here is the post-round path, with the timings and the habits.

The two clocks that start at completion

From the share issue, two conditions gate everything: the company must trade for at least four months, and it must spend at least 70% of the SEIS money on the qualifying activity. Neither can be rushed and neither should be guessed at. Start a simple spend log against the raise on day one, salaries, product, marketing, mapped to the plan you showed investors, and note the four-month anniversary in the calendar the day the round closes.

Filing the compliance statement

Once both gates are passed, file form SEIS1, the statement that the conditions were met. Accuracy beats speed by a small margin and beats optimism by a large one: early filings bounce, and inconsistent ones invite questions. The statement draws directly on your spend log, the trading evidence and the issue paperwork, which is why the document pack built during the raise pays for itself here. Most founders hand the filing to their accountant; all founders should read it before it goes.

SEIS2, then SEIS3 certificates, then speed

HMRC processes the statement and returns the authorisation, SEIS2, carrying the unique investment reference. From that moment, issuing the SEIS3 certificates is your job and your deadline culture on display. Every week they sit unissued is a week investors cannot claim, and investors talk. Prepare the certificate details in advance, names, amounts, dates, so that SEIS2 arriving means certificates leaving within days. The investor’s side of the machinery lives in the claiming guide.

Communicating while investors wait for the SEIS3 certificate

The whole cycle commonly takes four to nine months from the round, and silence is what investors punish. Three emails cover it: one at completion explaining the timeline honestly, one when SEIS1 is filed, one with the certificates. Each takes five minutes and buys patience you will want later. Founders who also send a monthly business update discover that certificate patience and follow-on appetite are the same emotion.

Then keep everything

The compliance file, spend analysis, minutes, register, SEIS1 as filed, SEIS2, copies of every SEIS3, is not for this year; it is for year three, when an enquiry or an exit asks what happened. Assign it a home the day the certificates go out, alongside the standing disciplines in what breaks SEIS status, and the file closes itself.

If HMRC queries the statement

A letter with questions is not a crisis; it is a request for evidence, most often about the spend analysis or the trading dates. Respond with documents rather than narrative: the spend log mapped to the raise, invoices sampled, the first-sale evidence. Where the query exposes a genuine gap, the statement filed a fortnight early, a spend line misclassified, take advice before replying, because the correction path matters. What turns queries into problems is improvisation: answers drafted from memory that contradict the file. The founders who sail through are the ones whose document pack answers before they do.

Prepare the certificate details early

Certificates stall on trivia, so stage the data while HMRC processes: each investor’s full legal name as it appears on the register, address, the subscription amount and share count, the issue date, and, once SEIS2 arrives, the unique investment reference copied exactly. The classic defects are transposed initials, maiden names, nominee confusion on fund-sourced investors, and amounts that include a second tranche the certificate should not cover. Each defect means reissue, and reissues mean weeks. A spreadsheet built at completion turns certificate day into a mail merge.

Sources

gov.uk, Apply to use SEIS