The SEIS Document Pack Investors Expect

Every serious investor asks for roughly the same fifteen SEIS documents, and every unprepared founder assembles them five separate times under five separate deadlines. The fix is one afternoon: build the pack once, keep it current, and let diligence become a link you send rather than a fortnight you lose. Here is the pack, item by item, with why each document exists.

Why the pack matters more under SEIS

Ordinary diligence checks whether your business is good. SEIS diligence also checks whether your paperwork will survive HMRC, because the relief your investors are counting on depends on it. That second layer, described from the other side in our investor due diligence guide, is documentary by nature: the reader wants evidence, not assurances. A tidy pack signals a founder who will also file the SEIS1 on time and issue certificates promptly, and investors price that signal.

Part one: the corporate skeleton

• Certificate of incorporation and the articles. The lawyer on the other side reads the articles for share rights that could offend the ordinary-share tests.
• The cap table, current and honest. Every holder, every option, every ASA, with percentages. Mystery equity kills momentum faster than bad revenue.
• Any shareholders’ agreement. Existing preferences or vetoes need reading before new money arrives.
• The share register and board minutes for previous issues, proving past raises were papered properly.

Part two: the SEIS documents that prove the scheme

• The advance assurance letter and the application behind it. Investors read both, checking the assured raise matches the one in front of them, as the assurance guide explains.
• Eligibility evidence: first-invoice proof behind your trade-age answer, an FTE schedule, management accounts or a balance snapshot for the asset test, and your grant history against the £250,000 cap. The checklist is the index for this section.
• Proposed share terms for this round: class, price, rights, and the draft resolutions.
• The spend plan: what the money does, mapped to the qualifying trade, which later becomes the backbone of the 70% analysis.

Part three: the commercial story

• The business plan or memo investors actually read, consistent with the assurance application.
• Financial forecasts with assumptions visible, agreeing with the deck to the pound.
• The deck itself.
• Traction evidence: revenue schedule, pipeline, letters of intent, whatever is true.
• Latest accounts if any exist.

Assembling it without losing a week

One shared folder, three subfolders matching the parts above, filenames with dates. Nominate one owner, usually the founder who also owns the application gates, and update the pack the day anything changes rather than the night before a call. Two rules keep it honest: nothing goes in that contradicts anything else, and nothing goes out by attachment, links only, so every investor reads the current version.

What its absence tells investors

When a founder takes ten days to produce a cap table, the investor learns three things: the raise is not being run professionally, the SEIS1 will probably be late, and the certificates in the post-round paperwork will need chasing. None of those conclusions is about the product. The pack is cheap reputation insurance, and at this stage reputation is most of what a founder has to spend.

Format details that quietly matter

Diligence readers judge form as well as substance. Date every file in its name and keep superseded versions in an archive subfolder rather than deleting them; investors respect a visible history. Redact what does not belong to the reader, employees’ personal data, other investors’ addresses, before anything is shared. Export decks and forecasts to fixed formats so nothing shifts between machines, and keep one editable master per document with a single named owner. And resist the merge-everything-into-one-PDF instinct: fifteen well-named files beat one four-hundred-page monolith in every diligence process ever run.

The pack’s afterlife

The same folder graduates twice. At the raise it is the data room; after completion it becomes the compliance file, absorbing the board minutes, the register entries, the bank confirmations, the spend log and eventually the SEIS1, SEIS2 and certificate copies described in the post-round guide. Three years later it is the enquiry defence, and at the next raise it is the starting template. Build it once, name someone its keeper, and it compounds like the company is supposed to.

The one-page index

Print the index as the folder’s front page and mark each line with a date and an owner. A pack with a visible index gets read; a pile of files gets questioned.

Common questions

What documents do SEIS investors ask for?

The corporate set (incorporation, articles, cap table, register), the SEIS evidence (assurance letter and application, eligibility proof, share terms, spend plan) and the commercial story (plan, forecasts, deck, traction, accounts).

Do I need the documents before advance assurance?

Mostly yes: the assurance application is built from the same pack, so assembling it first serves both jobs.

Who should own the SEIS document pack?

One named person, kept current continuously, shared by link so investors always read the live version.

How current do the SEIS documents need to be?

Treat the SEIS documents as a living pack, not an archive. Refresh the forecasts quarterly, the cap table after any change, and the assurance letter context whenever plans move. Investors read the SEIS documents partly by their dates: a stale pack suggests a stale company.