The Essential Guide to
for Fast Growth Companies
Tax Incentives
IN ASSOCIATION WITH
Contents
3
Introduction
How to use tax to benefit your tech business

What is The Enterprise Investment Scheme?

What is a knowledge-intensive company?

Why investors like The Enterprise Investment Scheme

What is The Seed Enterprise Investment Scheme?

How owner-managers could benefit

Where companies go wrong
Use tax to incentivise your staff

What is an Enterprise Management Incentive scheme?

The pros and cons of Enterprise Management Incentive schemes for tech firms

Incentivising staff through share schemes
Could you make R&D tax relief work for your business?

How R&D relief works

Types of R&D relief

What qualifies for R&D tax relief?

What costs qualify for R&D tax credits?

What businesses get wrong
Entrepreneurs’ Relief: Helping you save tax on the sale of your business

What is Entrepreneurs’ Relief?

How Entrepreneurs’ Relief can be used

Employees with Enterprise Management Incentive shares
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EISs are unquoted investments which are highly illiquid, with investors potentially having difficulty in realising their investment at a
given time. They should therefore only be considered as a long-term investment, i.e over five years. They also carry the risk of potentially
losing all or part of your capital investment and therefore the return of your capital is not guaranteed.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
Britain is a world-leading hub for technology firms
and startups, with a new tech business being
formed in London every hour. The sector is booming,
creating jobs at twice the rate of companies in non-
digital industries. One of the key reasons for this
success is a generous tax regime offered to fast-
growing businesses.
Last year was a great year for funding. British digital
tech companies raised £5.8bn in venture capital
investment during 2017, almost double the
previous year.
The UK is the envy of the world in terms of how
innovation is nurtured. Alongside the great
imagination, dynamism, and expertise in evidence
across the digital industries, the Government has
created a favourable tax environment for these
pioneering enterprises, encouraging investment
and driving business growth.
Introduction
Tax reliefs such as the Enterprise Investment
Scheme (EIS)/ Seed Enterprise Investment Scheme
(SEIS), Enterprise Management Incentive (EMI)
share scheme, Research and Development (R&D)
tax credits and Entrepreneurs’ Relief make it
easier for smaller, higher risk companies to attract
investors. Fast growth tech businesses exist in
a world of constant change and face particular
challenges when scaling up their operations. Tax
reliefs available can also aid cash flow as well as
helping employers recruit and retain the best talent.
Vitally, these schemes are designed to reward
those who are developing new technologies,
encouraging them to build the big businesses of
tomorrow.
Fergus Caheny
Partner
Smith & Williamson
020 7131 4216
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The Essential Guide to Tax Incentives for Fast Growth Businesses
An unquoted trading company can raise up to
£5m in any 12-month period (under the Venture
Capital Schemes comprising SEIS/EIS/Venture
Capital Trust investment) by offering tax reliefs
to those subscribing for new shares or securities.
Up to £10m can be raised in the same period by
so-called “knowledge-intensive companies”. Up to
£12m can be raised in the enterprise’s lifetime, with
this cap rising to £20m for “knowledge-intensive
companies”.
EIS monies must be used to grow or develop
the business, whether, for example, that is hiring
more staff, developing new products / services, or
moving premises – anything indicative of company
expansion.
What is EIS?
How to use tax to benefit
your tech business
EIS and SEIS offer generous Income Tax, Capital
Gains Tax (CGT) and Inheritance Tax reliefs for
those investing cash for equity in new or relatively
early-stage businesses, with digital and technology
firms particularly benefiting. The schemes are very
effective in attracting investors, as they are a highly
tax-efficient way to invest in higher risk, innovative,
fast-growth companies.
To qualify for EIS, a company
must, amongst other things:

• Have its first commercial sale less
than seven years ago.
• Be carrying out a qualifying activity.
• Have fewer than 250 employees and
less than £15m in gross assets at
the time of the relevant investment.
• Not be quoted on a recognised
stock exchange.
• Have a “permanent establishment”
in the UK.
•
Not be under the control of another
company, or of another company
and any other person connected
with that other company.
The business must be registered with HMRC to
be an EIS or SEIS company. A pre-clearance process
is available whereby HMRC can grant assurance
under the schemes before the relevant shares
are issued. This often helps the marketing of the
enterprise as an investment prospect.
Investors in EIS firms can subscribe up to £1m per
tax year in one or more EIS qualifying companies,
receiving 30% up front income tax relief, with no CGT
liability on the sale of the relevant shares if they are
held for at least three years. There is a facility to
carry back income tax relief to the previous tax year
if the investor has unused EIS capacity. The £1m per
tax year subscription limit is increased to £2m for
investment in knowledge-intensive companies.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
What is a knowledge-intensive
company?
• Spending 10% of operating costs on R&D in each
of the three years before investment, or at least
15% in any one of those three years.
•
Creating its own intellectual property, where it is
reasonable to assume that most of the company’s
business will derive from this IP within 10 years.
• Having at least 20% of full-time equivalent
employees as “skilled employees” having a
relevant master’s degree or equivalent higher
qualification.
10%
Spent on operating costs on R&D in
each of the 3 years before investment.
Within
of full-time employees have a relevant
master’s degree or equivalent higher
qualification.
the company’s business will derive
from its own intellectual property.
10 years
20%
Knowledge-intensive businesses are governed by more flexible rules and can raise more money. The good
news is most tech businesses are likely to qualify.
Knowledge-intensive businesses can be older than standard EIS companies – a company can have traded
for up to 10 years in relation to attracting EIS investment.
HMRC classifies a knowledge-intensive business as:
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The Essential Guide to Tax Incentives for Fast Growth Businesses
Why investors like EIS
EIS is likely to be as good as it gets for investors
in terms of balancing the tax reliefs against the
inherent risk of the company failing. It is likely
to apply to slightly more mature companies and
therefore provide some reassurance to many
investors. Any shares held for the qualifying period
(three years) are CGT free, this means that relevant
shareholders do not have to pay tax on any profit
made through holding their shares.
CGT arising on other gains can be deferred
against the amount invested in EIS shares if the
reinvestment takes place in the period one year
before and three years after the date of the relevant
disposal. Even if EIS shares are disposed at a loss,
an investor can offset this against their taxable
income in the tax year the loss crystallises.
For a 45 per cent taxpayer, the combination of EIS
income tax and loss relief means only 38.5% of the
original investment is at risk. If shares are retained
for at least two years, the shareholding will attract
business property relief at 100% for inheritance tax
purposes.
Investors in SEIS firms can subscribe up to
£100,000 per tax year in one or more SEIS qualifying
companies, receiving 50% up front income tax relief,
with no CGT liability on the sale of the relevant
shares if they are held for at least three years. There
is a facility to carry back income tax relief to the
previous tax year if the investor has unused SEIS
capacity.
Many fledgling tech businesses have benefitted
from SEIS. Often, firms with few assets undertake
a fundraising combining both SEIS and EIS, with
SEIS covering the first £150,000 raised.
What is SEIS?
An SEIS company must
have:
• Gross assets of less than £200,000
at the time of the relevant
investment.
• No more than 25 employees at the
time of the relevant investment.
• Been trading for less than two years.
SEIS gives investors even bigger tax breaks on
subscribing cash for new shares in startups.
With tax relief options on income tax,
CGT and IHT, the EIS and SEIS could
be the last of the great tax breaks.
Adrian Walton
Partner | Smith & Williamson | Business Tax | 020 7131 4180
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The Essential Guide to Tax Incentives for Fast Growth Businesses
How owner-managers
could benefit
Many business owners do not realise EIS relief
can be available to owner-managers as well as
passive investors. It is possible to claim EIS or SEIS
if a person owns less than or equal to 30% of the
company’s equity – but not if they have ever owned
more.

With expert guidance, a business can be structured
from the outset so those involved benefit fully
from EIS and/or SEIS. For example, a startup
comprising four people could be arranged with
three individuals holding 30% each, and one
unassociated person retaining 10%. That way,
founders could be eligible for SEIS/EIS relief.
Where companies can
go wrong
The rules around becoming an EIS and/or an SEIS
qualifying company are complex. Some common
errors include:
Businesses try registering with HMRC
themselves. Pre-clearance is complicated, so
take expert advice.
Companies issue EIS shares before investors
have paid for them.
Young tech businesses with few assets often
get pre-clearance on EIS and SEIS schemes
simultaneously. However, EIS and SEIS
shares cannot be issued on the same day.
The practicalities of the share issue must
be documented properly, with Companies
House forms completed and the company’s
statutory register of members updated.
For EIS purposes, if an investor is involved
in the business, he or she can become a
director only if appointed after the relevant
EIS shares have been issued. If they become
an employee, not a director, EIS/SEIS income
tax relief is not available.
Owner managers holding more than 30% of
a company’s shares cannot claim EIS/SEIS
income tax relief.
A tech firm whose revenue stream is from
licence fees or royalties from intellectual
property only qualifies for EIS if most of the
IP’s value was created by the company (or a
qualifying subsidiary) itself.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
EMI share schemes are tax-efficient for both
businesses and employees. The staff member
pays no income tax or National Insurance when the
option is exercised, as long as the shares are bought
for at least their market value when granted. Plus,
the company receives a corporation tax deduction
when staff exercise their options. The first question
is: does your business qualify?
Use tax to
incentivise your staff
What is an EMI scheme?
Tech founders are facing increased competition
when it comes to hiring the right talent. Few
startups have cash to pay big salaries, so
share options have become a popular form of
compensation. Offering workers a potential stake
in an enterprise’s future growth via an Enterprise
Management Incentives (EMI) share scheme
can be an effective way to build a workforce and
scale a business. The offer of share options can
attract employees who recognise a fast-growth
firm with great potential. It can also drive a team’s
motivation to make the operation succeed.
Increasingly, millennials drawn to the tech field
expect an EMI scheme to be in place as an added
incentive to stay with an organisation.
The business
must be
operating in the
UK and
independent.
The firm must
have fewer than
250
full-time
equivalent staff.
An employee can only
be granted options over
shares up to a value of
£250,000. No option
holder must own or
control more than 30%
of the company.
There are certain conditions a company – and the employee being
awarded share options – must meet:
The business
should have
no more than
£30m of
assets.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
The employer must weigh up the advantages and disadvantages of EMI schemes, and consider what they
want to achieve. Is the intention to help with recruitment? Incentivising senior management to create business
growth may be a priority. Problems occur when these conversations do not take place at the outset, so think
about all possible scenarios.
The pros & cons of EMIs for tech firms
Pros
Increasingly, tech businesses want EMI
schemes because they cannot recruit
without one.
EMIs can aid retention since employees
offered share options feel invested in
the business, whether they exercise their
options immediately, or opt to later.
Share options boost motivation, as
someone being awarded an option
typically has to meet measurable criteria
before they are able to exercise their
options. Scheme rules should maximise
flexibility, specifying what is required from
each individual. Companies can award
options with no conditions attached, so
employees can exercise and hold shares
straightaway.
For the employee, any growth in value
from today’s date to the share’s sale is
subject in most cases to a lower rate
of tax (CGT and not to income tax). If
the period from the award of the share
option to the sale of the share is at least
12 months, any CGT also qualifies for
Entrepreneurs’ Relief – thus reducing the
rate of CGT payable.
Businesses become eligible for a
deduction on their corporation tax bill
when staff members exercise their
options.
Many investors want to see an EMI
scheme in place as it gives employees an
incentive to create growth and value in the
company’s shares.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
If a tech company wants to attract, reward, and
incentivise staff, and it qualifies for an EMI share
scheme, that will usually be the best option for the
business and its employees. Cash bonuses give
a person money today, but little incentive to work
hard tomorrow. And while some business owners
favour the simplicity of unapproved share options,
they carry no major tax advantages. For tech
businesses, the EMI share option costs nothing at
the outset, but can be a way to reward sustained
effort to take an enterprise to the next level.
Incentivising staff
through share schemes
Cons
Some companies let all staff participate
in an EMI scheme, which risks the shares’
value becoming diluted. Staff members
who exercised options early find their
shares diminishing in value as more
employees join and further shares are
issued. Equally, if the company goes
through a bad patch, the value of shares
may drop.
If options cannot be exercised until an
exit event, employees are not materially
committed to the business. Some
companies insist senior employees
exercise and pay for their shares for this
reason.
Startups might promise early joiners a
percentage of the company, then fail to do
the paperwork. This can prove expensive
since shares worth their nominal value
when the person joined often become
more valuable later. The employee faces
a big income tax bill due to the shares’
growth in value, or the business must pay
a bonus to cover the individual’s tax.
Some businesses leave the way open to
minority shareholders uniting to prevent a
future company sale by failing to include
drag and tag along provisions in the
shareholder agreement. Drag along rights
allow a majority shareholder to force
remaining minority shareholders to accept
a third party offer to buy the business. Tag
along rights protect minority shareholders,
entitling them to participate in a majority
shareholder’s sale of shares at the same
time for the same price.
An EMI scheme must be registered with
HMRC, and the tax authorities must be
notified of the option awards within 92
days of their being granted. Businesses
must handle this extra administration but
most of this process can be outsourced.
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Whilst EMI offers fantastic tax breaks
and flexibility for fast-growing tech
companies, considered design and
implementation is often required to
make the most of these benefits.
Inez Anderson
Partner | Smith & Williamson
Employment Tax & Incentives | 020 7131 4919 
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The Essential Guide to Tax Incentives for Fast Growth Businesses
Could you make R&D
tax relief work for
businesses?
How does R&D tax credits relief work
Research and development (R&D) tax relief has helped thousands of businesses since it was introduced in
the UK more than 18 years ago, with almost £3bn claimed in 2016 alone. The tech industry has innovation at
its heart, which puts it in prime position to benefit from these generous tax breaks. Yet, too few companies
are taking advantage of the R&D scheme or they fail to claim their full entitlement. Pioneering tech firms
could tap into billions of pounds of support available to help them with new developments and to grow their
enterprises.
HMRC asks that a business can demonstrate it
is seeking a technological advance in an area of
science and technology, and in doing so is tackling
an area of technological uncertainty. Put simply, if
a company is developing a new process, platform
or piece of software, then that project is probably
eligible.
A common misconception many tech firms make
is that R&D relief only applies to the development
of a new pharmaceutical or the design of an engine
component. In fact, the scheme covers a vast
range of products, services, or business processes,
with much of the work being done in Britain’s tech
firms qualifying for the relief.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
R&D relief only applies to businesses liable for corporation tax, so sole traders
do not qualify. There are two types of relief available:
Types of R&D relief
Small and medium-sized
enterprises (SME)
R&D relief
Broadly if a business has less than 500 staff
and a turnover below €100m or a balance
sheet total under €86m it qualifies for SME
R&D relief.
• SMEs can receive 230% relief on qualifying
R&D costs.
• If the business is loss-making, it can claim
a 14.5% tax credit on surrendering losses
created by the qualifying R&D activity.
• This means the value of making a claim
can be as much as 33% of the qualifying
expenditure.
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2 Research and
Development Expenditure
Credit (RDEC)
Large companies exceeding SME thresholds
can claim RDEC for R&D projects, a tax
credit of 12% (11% prior to 1 January 2018)
of qualifying expenditure. Crucially for many
tech firms who are subcontracted by large
businesses, they may be able to claim under
the RDEC scheme.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
• The cost of employment is often the largest
element of a claim. Many young tech businesses
are loss-making, and the cost of employing
staff is often the biggest expense. Assessing
which people have been involved in a project and
how much of their time was spent on it is a key
component of making a claim.
• The cost of hiring external workers may also
qualify if they worked on R&D. A proportion of
subcontractors’ pay could be claimed back.
• Consumable items - materials or equipment
used in the R&D process, such as software
licence costs – could also increase a claim.
What qualifies for R&D
tax relief
What costs qualify
for R&D tax credits
• How has a project looked for an advance
in science and technology? This may be
by developing something new in a sector,
improving upon what already exists, or devising
a product, service or process to give the
business a competitive edge in an innovative
way.
• The project(s) need to tackle areas of
technological uncertainty. This means
demonstrating to HMRC there has been an
attempt to devise a solution to an issue or
problem where no known solution exists.
• Businesses must show their efforts create
an advance in the overall field and not just for
that individual enterprise. A company using
an existing technology for the first time in its
sector would be ineligible, for example.
•
The project does not need to be a success,
it is the time and effort that counts. Equally,
if the work is overtaken by new advances
– a common occurrence in the tech world –
R&D help could be available if the project was
genuinely innovative at the time of development.
• Two companies could be developing the same
thing at the same time and both qualify for R&D
relief, as long as each project was developing a
new piece of technology which was not readily
available in the market.
Firstly, a business must identify which of
its projects is eligible.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
What businesses can
get wrong
The most common mistake is simply failing to
realise a project qualifies for R&D tax relief. Other
businesses want to avoid dealing with HMRC or
resent the perceived time and resources involved.
These entrepreneurs often have no idea the tax
credit can be worth as much as a third of the
expenditure on qualifying projects.
Much of the work done by tech firms is eligible for
R&D support, whether it is creating a new digital
platform, improving hardware, or developing software
to help existing systems work together. R&D credits
are not just valuable to new, loss-making businesses,
Businesses often make specific errors
when approaching R&D:
• Once an R&D claim has been submitted, some
companies copy the same details the following
year. HMRC will reject such a claim since
there must be evidence of ongoing project
development.
• Grant funding can clash with an R&D claim.
Specifically grants which qualify as notified EU
state aid, as does the SME R&D relief scheme.
This can shift R&D into the RDEC scheme,
which has a big impact on the tax credit’s
value.
• Companies in need of money to undertake R&D
often fail to realise advance pay-outs may be
available from providers who will lend on the
expectation of a successful claim.
• Many companies ask their bookkeeper for R&D
advice, but expert guidance is more likely to
ensure a claim is robust. Some entrepreneurs
do not know they can make backdated claims
up to two years from the end of an accounting
period.
they can help profitable companies, too, by giving
them a reduction in their corporation tax bills.
The Government and HMRC are rewarding risk-
taking with R&D tax breaks. And both are eager that
more businesses use the reliefs for reinvestment,
job creation, and business growth.
R&D tax credits can be a vital source
of working capital for tech businesses.
Provided qualifying activities are
undertaken, making a claim can reduce
a company’s corporation tax liability (if
profitable), or even result in a repayment
back from HMRC if the company is loss-
making. The value of this credit can be
as much as one third of the qualifying
expenditure for SMEs.
We can help in ensuring that claims made
are robust (and therefore minimising the
risk of HMRC enquiry), whilst ensuring
that the value of claims are maximised.
There are certain challenges and pitfalls
that must be avoided, and therefore
taking the right advice is critical to
ensure that businesses do not miss out
on this valuable relief.
Matt Watts
Partner | Smith & Williamson | Business Tax | 020 7131 4790 
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The Essential Guide to Tax Incentives for Fast Growth Businesses
What is
Entrepreneurs’ Relief?
Entrepreneurs’ Relief is a popular tax break with
tech firms, as it typically halves the amount of
CGT paid on the sale of business assets, typically
shares in a company. It is applicable to trading
companies, which makes it popular across all
sectors. The relief also has the merit of being less
complicated than EIS or SEIS schemes, with fewer
conditions attached.
In fact, Entrepreneurs’ Relief is often used by
those who, for whatever reason, fail to qualify
for EIS or SEIS relief. In the tech sphere, it is
also commonly used to reduce the tax liability
of employees who have exercised Enterprise
Management Incentive (EMI) share options.
Entrepreneurs’ Relief:
Helping you save tax on
the sale of your business
Entrepreneurs’ Relief reduces CGT on the sale of
business assets by individuals – not companies
– from the standard rate of 20% to just 10%. Each
person has a limit of £10m in lifetime gains to
utilise the relief, which can be on more than one
asset. One condition is that any enterprise being
sold must be a trading company, or the holding
company of a trading group, rather than being
engaged in a non-trading activity, such as
holding or making investments. Most tech firms
will qualify.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
The first thing to establish is whether a person
is eligible to make a claim;
How can Entrepreneurs’ Relief be used?
Business owners can introduce spouses or civil partners into their company at least a year ahead of a
planned sale. The spouses of business owners will be entitled to claim relief if they satisfy all of the
conditions in respect of shares they own in the company.
A common scenario is a tech entrepreneur selling shares and claiming Entrepreneurs’ Relief when they own
more than 30% of their company. This would make them ineligible for EIS and SEIS, which are more attractive
in tax terms since they may carry a zero per cent CGT rate. Others typically claim Entrepreneurs’ Relief if errors
were made in registering their companies with HMRC as an EIS or SEIS company, which disqualified them
from claiming the more beneficial tax break. Either way, the tax advantages of Entrepreneurs’ Relief are
considerable and it is well worth planning for business exits well in advance.
1
Year
Selling shares
Entrepreneurs’
Relief
5%
• Someone disposing of shares in a trading company
must hold at least 5% of the company’s total
ordinary share capital and voting rights to qualify
for Entrepreneurs’ Relief. They must have held those
shares and those voting rights for at least a year
immediately before the sale and must have been
an employee or office holder in the business for a
minimum of 12 months immediately prior to the sale.
•
If a sole trader or business partner is selling all or part
of their business, they must have owned the business
or their share of it for at least a year before selling.
• As an exception, someone selling shares received
through an EMI scheme can claim Entrepreneurs’
Relief even if he or she holds less than five per cent of
the whole company and/or has not held the shares for
at least one year prior to the disposal. However, that
person must have been granted the option to buy the
EMI shares at least a year before selling the relevant
shares.
The date of the disposal of the relevant assets is what
matters. If shares are being sold today, it is necessary to
go back 12 months to ensure that the conditions outlined
above have been met over that period. But with a little
forward planning it is possible to take full advantage of the
CGT savings available.
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The Essential Guide to Tax Incentives for Fast Growth Businesses
Employees with EMI shares
Entrepreneurs’ Relief particularly comes into its own when a tech business has an EMI scheme in place.
Offering share options has become a popular element of compensation in the digital sector, and EMI schemes
are the most tax-efficient way to offer equity rewards both for staff and the business. Participating employees
can minimise their tax exposure by claiming Entrepreneurs’ Relief on the sale of their shares.
A simple example shows how an employee exercising an EMI option and selling the
relevant shares might benefit from Entrepreneurs’ Relief:
£1
An employee is awarded an EMI
option over shares today with a
current market value of £5.
£5
They buy the share at the
agreed exercise price of £1.
When they sell their shares
– more than a year after the
options were granted – they sell
for £12 each, an £11 difference
between the exercise price and
the price at which the shares
were sold.
The employee pays income tax (and
possibly national insurance) on £4
per share at the time the shares are
acquired, the difference between
the £5 the share was worth when
granted and the £1 exercise price.
CGT is paid on the share sale price
minus the exercise price paid,
minus the sum on which income
tax was paid.
That makes the capital gain £7,
on which the employee only pays
10% CGT under the Entrepreneurs’
Relief scheme.
£12
£7
CGT
SHARE
EXERCISE
TOTAL
PRICE
PRICE
SUM
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Fergus Caheny | Partner | Smith & Williamson | 020 7131 4216
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