What SEIS Investors and Founders Can Actually Do With a Tokenised Shareholding Today
A year after PISCES launched and months after Tokenising Startups first mapped the reconciliation between tokenised shares and Companies House, this is a practical stocktake of what a founder or SEIS investor can actually use today, as distinct from what is still a pilot, a plan, or an open regulatory question.
This is general information about an emerging and still developing market, not tax or investment advice. Anyone considering a SEIS investment or a tokenised shareholding should take independent advice specific to their circumstances, and should treat anything marked below as unresolved as genuinely unresolved until HMRC or the FCA rule on it directly.
What we believe is 'The settled position'
The Seed Enterprise Investment Scheme offers up to fifty per cent income tax relief on investments into the very earliest UK companies, those under three years old, with fewer than twenty five employees and gross assets under 350,000 pounds. A company can raise up to 250,000 pounds in total under SEIS, a limit that has not moved since it was expanded from 150,000 pounds in April 2023, and an individual can invest up to 200,000 pounds a year.
From 6 April 2026 the sister scheme, EIS, gets a substantially larger gross asset limit, rising from 15 million to 30 million pounds, and a higher combined annual and lifetime raise cap. SEIS itself is unchanged.
The second settled point, and the one we've made repeatedly, is that the three year SEIS and EIS holding period is a condition of the tax relief, not a legal lock on the shares themselves. An investor can sell before three years and simply forfeits the relief on those particular shares. Nothing in company law or the SEIS legislation prevents an earlier sale. What tokenisation and a venue like PISCES change is not the rule, but the practical likelihood that a willing buyer exists before year three, and the ease of executing that sale without a bespoke off market transfer.
Third, the company register and Companies House remains the source of truth for who legally owns a UK private company's shares. A tokenised share is, in every credible structure operating today, a digital representation of an ordinary share that is still issued and filed conventionally. The token may sit on top of that legal reality inside a nominee or custody arrangement. It does not replace the statutory register. Any platform or pitch that implies otherwise is describing something that does not yet exist in UK law.
What is actually built
Set against that settled position, what infrastructure genuinely exists for a SEIS founder or investor to use right now, rather than in a future release?
Cap table and digital share administration is the most mature layer. Vestd and comparable platforms let founders issue, manage and report on shares digitally, including SEIS and EIS compliant instruments, and are the starting point most seed companies already use before tokenisation enters the conversation at all.
Trading venues are the newest and thinnest layer. The London Stock Exchange's PISCES platform has now run for a year, but Tokenising Startups' own review this month found only a handful of auctions across a handful of companies once every operator was counted. JP Jenkins and Asset Match, the two other PISCES authorised venues, provide alternative routes to an intermittent trading window for private company shares, including in principle (and none have tested the concept yet) SEIS and EIS qualifying shares, but volume everywhere remains a fraction of what founders were promised when PISCES was announced.
Custody and fiduciary infrastructure is the layer that determines whether a tokenised SEIS shareholding can be trusted by HMRC and the FCA at all, and it is also the layer seeing the most serious investment right now. Ctrl Alt's decision to license itself directly as a fiduciary and digital transfer agent across the UK, Ireland, Dubai and, as covered elsewhere in today's brief, Guernsey, is one example of a platform trying to build regulator grade custody rather than relying on informal nominee arrangements. Whether any given custody structure actually satisfies both HMRC's requirements for SEIS relief and the FCA's requirements for investor protection is, as the next section makes clear, still an open question rather than a solved one.
Advisory and compliance support, from firms including SeedLegals and members of the Enterprise Investment Scheme Association, has kept pace by publishing guidance on how SEIS advance assurance, eligibility and reporting interact with tokenised structures, but none of this amounts to formal HMRC guidance specific to tokenisation.
What is genuinely still open
The honest answer to what remains unresolved is: the reconciliation mechanics, not the principle. How does a tokenised ledger entry reconcile with the Companies House register in practice when a token changes hands on a PISCES venue between statutory filing updates? What nominee or custody structure satisfies HMRC that the beneficial owner entitled to SEIS relief has not changed, while also satisfying the FCA that the platform running the trade has adequate investor protection? What would formal HMRC guidance actually say about a token representing a fractional or intermediated interest in a SEIS share, as opposed to the whole share held directly?
None of these questions has a published answer yet, but look out next week!
Certainly Gunnercooke law firm are consistenly exporing and pushing at the boundaries what appears possible and we are pleased to say that next week we will be publishing a new paper by Aaron Scrupps ACA, Operating Partner at gunnercooke llp, that is exploring the intersection of EIS and tokenisation, covering the nominee model, PISCES, unquoted status, risk to capital condition, and four structuring options.
This is not a lawyers perspective, but the view of a tax expert working in the sector.
Meanhile, live pilots, including custody and fiduciary builds of the kind Ctrl Alt is assembling, exist specifically to generate the operational evidence that would let HMRC and the FCA answer them with confidence. Until that guidance exists, any founder or investor structuring a tokenised SEIS holding is relying on legal opinion and platform design rather than a settled rule.
Context: Read together with PISCES's thin first year and the still unresolved custody question this publication raised on 7 September, the picture is one of a market that has built the easy pieces, cap tables, advisory support and multiple trading venues, while the two hard pieces, genuine liquidity and regulator endorsed custody, remain works in progress. That is not a criticism of the platforms involved. It is a fair description of where a genuinely new piece of financial infrastructure sits about eighteen months into its construction.
Key Takeaways:
The SEIS three year holding period is a tax relief condition, not a legal restriction on selling shares, and Companies House remains the authoritative register regardless of tokenisation.
The SEIS company raise cap remains 250,000 pounds, unchanged since April 2023, while EIS limits rise substantially from April 2026.
Cap table administration is mature, trading venues exist but carry very low volume, and custody or fiduciary infrastructure is the layer seeing the most serious current investment.
The genuinely open questions are reconciliation mechanics and custody structures that satisfy both HMRC and the FCA simultaneously, not the underlying legal principle.
No formal HMRC guidance specific to tokenised SEIS shares exists yet, so any structure in use today rests on legal opinion and platform design rather than a settled rule.
Sources:
This piece is general information and an open editorial question. It is not tax or investment advice, and nothing in it should be read as a statement of HMRC or FCA policy. Where we have said HMRC has not ruled, that reflects the absence of published guidance at the time of writing, not a prediction of what any future guidance will say.
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