Article

Understanding SEIS & EIS Tax Relief Through Nominee SPVs

February 25, 2026 No comments yet

When individuals invest in qualifying early-stage businesses using tax-advantaged schemes like the Seed Enterprise Investment Scheme (SEIS) or the Enterprise Investment Scheme (EIS), there are specific rules about how income tax relief can be claimed. These schemes are designed to incentivise investment into smaller, higher-risk companies by offering generous tax benefits — but investors must meet certain conditions for those benefits to apply. 

One way investors pool capital and access diversified opportunities is through special purpose vehicles (SPVs) acting as nominee holders. In a nominee structure, the SPV holds the shares on behalf of the underlying individual investors rather than each investor holding the shares directly. Under UK tax law, shares subscribed for and held by a nominee on behalf of an individual can still qualify for SEIS or EIS relief, so long as the nominee structure is correctly implemented and compliant with HMRC rules. 

How Nominee SPVs Work for SEIS/EIS Relief

  • Eligible relief via nominees – Normally, SEIS and EIS income tax relief requires that an individual subscribes for shares in their own name. However, legislation makes an exception where a nominee or bare trustee subscribes for and holds shares on behalf of that individual investor. In this case, for tax purposes, the nominee’s actions are treated as if the individual investor made the subscription themselves. 
  • Beneficial ownership matters – Even though the shares are legally held in the nominee’s name, the beneficial ownership remains with the individual investor. This means the investor is treated as the person who subscribed for the shareholding when claiming SEIS/EIS relief. 
  • Reporting to HMRC – To support claims for relief, the issuing company (or in some structures the fund manager) must provide the appropriate compliance certificates (e.g., SEIS3 or EIS3 forms) with the actual investor’s name recorded even if the shares are held via a nominee. 
  • Limitations of the rule – It’s important to note that this nominee exception does not apply if the investment is routed through a partnership that in turn invests in SEIS/EIS shares. Because partners hold interests in overall partnership assets rather than specific shares, such structures will generally not qualify for relief under the nominee rules. 

Why This Matters for Investors

Using a nominee SPV enables high-net-worth individuals, family offices, and institutional participants to aggregate capital and access curated deal flow without each investor having to take individual legal title to the underlying shares. When structured correctly, HMRC’s nominee provisions ensure that investors can still enjoy the intended tax benefits of SEIS and EIS schemes. 

However, compliance with all scheme conditions — including both eligibility criteria for the underlying companies and the nominee arrangements — is vital. Mistakes in documentation, ownership reporting, or SPV structuring can jeopardise relief claims.

How Mara Can Help

At Mara, we specialise in advising on and administering SPV structures for private investments — including SEIS and EIS-eligible vehicles. Our team can support you with:

  • Designing and establishing nominee SPVs that comply with HMRC’s rules
  • Coordinating documentation to ensure eligibility for SEIS/EIS relief
  • Managing reporting and compliance obligations for investors and issuing companies

Whether you’re an adviser seeking efficient structures for clients, or an investor looking to maximise tax reliefs while diversifying into early-stage or private opportunities, Mara can help you navigate this complex landscape with confidence.

Get in touch with us to explore how SPV structuring can unlock SEIS and EIS tax relief for your investment strategy.