A refused advance assurance feels final. It is not. There is no right of appeal, which is what makes it sound like the end, but two routes remain open and neither of them requires HMRC to change its mind. What matters is working out which kind of refusal you have received, because they point in different directions.
There Are Two Kinds Of Refusal
HMRC's Venture Capital Reliefs team declines an application either because it considers the proposed investment will not be qualifying, or because it is unable to reach a decision on the facts in front of it. They read similarly in a letter and they mean very different things.
| The refusal says | What it means | Where to go |
|---|---|---|
| The investment would not qualify, and why | HMRC has assessed it and decided against. You know the specific condition that failed | Fix that condition, then reapply. If it cannot be fixed, the schemes are not available for this raise |
| HMRC could not reach a decision on the information given | Not a judgement on the company. The application did not let them conclude | Reapply with the gap closed. These are often the most recoverable |
| Nothing, no reasons at all | The application was incomplete or was not considered. HMRC does not give feedback in that case | Start again properly. There is nothing to learn from the letter because there is nothing in it |
Read the letter for reasons before anything else. HMRC will tell you why it thinks the application does not meet the conditions. But if your application was not considered, or was incomplete, it will not give any feedback at all. A refusal with no reasons is telling you something specific: the application never really got assessed.
Why There Is No Appeal
Advance assurance is a non-statutory, discretionary service. HMRC is offering an opinion in advance, not making a decision with legal effect, and there is no right of appeal against the VCR team's decision. There is also no internal review to request and no tribunal to go to.
That sounds worse than it is. Because the assurance is only an opinion, a refusal does not determine your eligibility either. The company's actual entitlement to SEIS or EIS is decided under the legislation when the compliance statement is submitted after the shares are issued, and that process does carry statutory rights.
Route One: Apply Again
You can submit a fresh application, and there is no waiting period before you do. A refusal is not a bar on reapplying.
The thing that decides whether a second attempt works is whether something has actually changed. HMRC is not going to reach a different conclusion on the same facts presented in the same way, and an application that is materially the same tends to be refused faster than the first one. What counts as a change:
- The condition that failed has been fixed. Articles amended to remove a preference or a redemption right. A trade restructured so the excluded activity is no longer a substantial part. A named investor now actually in place.
- The evidence is there this time. If HMRC could not assess growth intent, the reapplication needs hiring plans, a roadmap, and a forecast that shows what the money does, not a longer adjective.
- The documents agree. Business plan, forecast, articles and shareholders' agreement all saying the same thing. Inconsistency between them is a common reason HMRC cannot reach a decision.
- It is a different share issue. A refusal is about the proposed issue described. A genuinely different raise, on different terms, is a different question.
What does not count as a change is rewording the same plan, or removing the detail that prompted the concern. Taking out the sentence HMRC objected to, without changing the underlying facts, is the version of a reapplication that fails twice.
Route Two: Issue The Shares Anyway
Advance assurance is not legally required. It exists because investors want it, not because the scheme demands it. If the VCR team declines to give an opinion, the investment can still go ahead and the position is then tested through the statutory route: you issue the shares, submit the SEIS1 or EIS1 compliance statement, and HMRC determines eligibility under the legislation.
This is a real option and it is sometimes the right one, particularly where the refusal was a failure to reach a decision rather than a judgement against you. But be clear about who carries the risk. If HMRC later decides the company did not qualify, your investors do not get the relief they invested for. That is a conversation to have with them before the shares are issued, not after.
In practice. Most angels and all the crowdfunding platforms will not proceed without assurance, so this route is usually only available where you have a small number of investors who know the position and are willing to accept it in writing. Do not assume it, ask them.
What Not To Do
- Do not argue the refusal by letter. The VCR team has said it will not enter into protracted correspondence where it considers an investment would not be eligible. A long reply to a refusal is not a route back in. A new application is.
- Do not issue the shares first and then apply. HMRC will not give advance assurance where the relevant shares have already been issued. Once they are issued, the only route is the compliance statement.
- Do not hide the refusal from investors. They will ask, and a refusal that was a failure to reach a decision is explainable. One they find out about later is not.
- Do not reapply the same week. The absence of a waiting period is not an argument for using it. Fix the thing first.
Common Questions
Yes, and there is no waiting period. A refusal is not a bar on applying again. What matters is that something has genuinely changed, either the condition that failed has been fixed or the evidence HMRC could not find is now in the application. The same facts presented the same way will be refused again.
No. Advance assurance is a non-statutory, discretionary service and there is no right of appeal against the VCR team's decision. There is no internal review and no tribunal route. Your eligibility is separately determined under the legislation when you submit the compliance statement after the shares are issued.
Because the application was probably incomplete or was not considered. HMRC will tell you why it thinks an application does not meet the conditions, but where an application is not considered or is incomplete it will not give any feedback. A refusal with no reasons usually means it never got assessed.
Yes. Advance assurance is not legally required. You can issue the shares and submit the compliance statement, and HMRC determines eligibility under the legislation at that point. The risk is that if HMRC decides the company did not qualify, your investors lose the relief, so they need to understand the position first.
No. HMRC will not give advance assurance where the relevant shares have already been issued. Once they are issued the only route is the SEIS1 or EIS1 compliance statement.
Long enough to have actually fixed the problem. There is no required waiting period, but the speed of a second refusal on unchanged facts is usually faster than the first, so the useful delay is the time it takes to amend the articles, restructure the trade or assemble the evidence.
Been refused? Let's work out which kind it was.
We handle SEIS and EIS advance assurance and compliance on a fixed fee, including second applications after a refusal. Send us the letter and we will tell you straight whether the problem is fixable and which route makes sense.
Book a free callChecked against HMRC guidance and the Venture Capital Schemes Manual on gov.uk on 21 September 2026. This is general information about the advance assurance process and not advice on your own application.