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With the end of the tax year fast approaching, we want to help you secure your funding before the deadline of 5 April 2024.
The good news is that this time of year is typically busy for closing deals. At SeedLegals, we see a big spike in the number of funding rounds we close in March. In 2021, 2022 and 2023, we closed 100% more rounds in March than in January or February. This year, we expect the same pattern to emerge – March looks set to be very busy again.
In this post, we cover what you need to do to close your round before the end of the tax year.
At SeedLegals, we close one in every six early-stage funding rounds in the UK – more than any other service. From the data we have from all these deals, we’ve observed three spikes of fundraising activity every year:
You could use the momentum at these three busy times to close your funding round – or you could take a more agile approach…
If you want to make the most of the momentum to close your fundraising round before the end of the tax year, then it pays to have everything you need lined up – in particular, your S/EIS Advance Assurance and Term Sheet. There’s more on these below.
If some investors are ready to invest now and others are moving more slowly, you could use an agile fundraising method, such as our SeedFAST or SeedNOTE, or top up a previous funding round.
First, let’s take a look at two must-haves if you want to close a round this quarter…
Our SeedFAST advanced subscription agreements and SeedNOTE convertible loan notes let you raise money before a funding round. Ready to sign in minutes.Take investment now
A first step for many founders when fundraising is to apply for SEIS/EIS Advance Assurance from HMRC. This assurance shows that an investment in their company meets the requirements of the Seed Enterprise Investment Scheme, or the Enterprise Investment Scheme. Many investors will only consider investing in a company that’s got this assurance because it means they’ll get tax relief on their investment. Advance Assurance sets you apart from other companies as a very attractive investment opportunity.
Why does SEIS/EIS mean there’s a rush to get your deal closed by the end of the tax year? Because the tax relief can only be applied to the year shares are issued or for one year beforehand. If investors have allowance left over, they might be keen to use that allowance before the end of the tax year.
The Enterprise Investment Scheme and Seed Enterprise Investment Scheme allow investors to claim tax relief on the money they invest in your company. Investors can claim Income Tax relief at 50% for SEIS investments of up to £200,000 each tax year (before 6 April 2023, the limit was £100,000). And for the EIS, it’s 30% on investments of up to £1 million.
Since the EIS was introduced by the Government in 1994 to the end of the 2021-22 tax year, over 33,000 UK companies have received investment through EIS worth over £24.5 billion, according to HMRC. SEIS was established in 2012 and for this scheme, up to the end of the 2021-22 tax year, HMRC calculates over 14,000 UK companies have received over £1.5 billion (source). These huge amounts prove that the schemes make investing in early-stage companies an attractive prospect for investors.
At SeedLegals, our expert team can review your S/EIS application in five days or less. We can help you get your Advance Assurance fast – our success rate is 98%. Here’s how:
If you’re keen to get Advance Assurance, factor in that it could take up to 45 days – so you might want to get moving on this ASAP. The time it usually takes for Advance Assurance applications done with SeedLegals is one to two weeks. As we get nearer to April, this time is likely to get longer because HMRC will be processing more applications.
When you start fundraising, you’ll need to prepare a Term Sheet: it’s a summary of the investment terms and a very handy tool to have ready when you’re approaching investors.
We often get asked: ‘But isn’t it the investors who send the Term Sheet?’ Often it is. But it doesn’t have to be. In fact, we recommend you get on the front foot by creating your own Term Sheet. Here’s why it’s smart to prepare your Term Sheet before you meet investors:
On SeedLegals, you can create your Term Sheet in minutes. Select from options for each term (there’s guidance built in) and your document is generated automatically. You can then send it to potential investors via SeedLegals.
It’s normal to do plenty of negotiation about the Term Sheet because it includes so many details such as the valuation, vesting schedules, reporting requirements and founder salaries.
💡 Tip: It’s worth putting effort in to get your first investor on board – we’ve noticed that when founders have got this first signature, it’s generally easier to get subsequent investors to sign (and therefore close the round faster).
But does preparing your Term Sheet really help you speed up closing your round? Our data says yes: on average, companies close their funding round 30 days after sending out their Term Sheet.
What if you’ve got your S/EIS Advance Assurance and a beautifully clear Term Sheet but some of your potential investors are moving at snail’s pace while others want to jump in right now? Will you close before the end of the tax year? Will it be six months before you close? Are you going to have to re-mortgage to tide over your company?? 😱 No – there’s no need to panic. If you have investors ready now, this is where agile fundraising comes in handy. We want founders to have flexibility in their fundraising so we built ways for you to take one-off investments before or after a round. Next, we explain how to do this…
You can issue a SeedFAST (our ‘advanced subscription agreement’) to new investors at any time. They allow investors to sign up to get shares in an upcoming funding round, in exchange for giving you money now – super handy to tide you over between funding rounds.
For a SeedFAST, you don’t set a valuation. Instead, your investors get their shares (usually at a discount) when you close your next funding round. SeedFASTs are carefully worded, easy to understand and – importantly – comply with SEIS and EIS rules. Because SeedFAST is so straightforward, it’s normal for investors to sign them within 24 to 48 hours of receiving the document. This means you get an instant injection of cash without weeks or months of negotiations. We explain more in these posts:
If you have an investor who’s ready to invest before your round and wants interest or a return of capital, you can use our convertible loan note, SeedNOTE.
☝ Note: SeedNOTEs / convertible loan notes aren’t compatible with S/EIS investments.
Investors like convertible loan notes because if your company is insolvent or looking to liquidate or wind up, debt ranks higher than equity. And this type of agreement gives investors their money back if your company fails to raise a ‘qualifying funding round’.
We explain more in this post: SeedNOTE – how convertible loan notes work
If you have some investors ready to sign now but some who aren’t, with SeedLegals you can build into your funding round the ability to top up the round after it’s closed without having to get further consent from your existing investors.
With our Instant Investment, you add terms to your round to allow you to close your round when you reach an amount you’re happy with (or the amount you’ve been able to raise right now) and then top up later, within agreed limits.
Find out more about how these work in our post: Instant Investment – how to top up your funding round
Running a company is stressful enough – with careful preparation for your round and agile fundraising, you can take in a significant amount of money now to take away the stress of closing by a deadline.
Are you aiming to close your round by 5 April 2024? Or will you use agile fundraising? Let us know, we love to hear from you: [email protected]
To find out more about how SeedLegals can help with your fundraising legals, book a free chat with one of our funding experts.
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