How to Create a Compliant Pitch Deck for SEIS/EIS Investors?

Pitch decks for UK startup fundraising are more than glossy slides: they are legally sensitive documents that must satisfy SEIS/EIS rules and investor expectations. A non‑compliant SEIS pitch deck or EIS investor deck can disqualify your round, waste weeks of due diligence and even jeopardise HMRC advance assurance.

The SEIS/EIS pitch deck guide below demystifies the structure, messaging and regulatory traps, giving founders a roadmap to build UK investor slides that inspire confidence and withstand scrutiny. This article is long because founders need to understand every compliance nuance; yet every paragraph is crafted to respect your time.

Why SEIS/EIS Pitch Decks Must Follow Specific Rules?

To build a truly compliant SEIS/EIS pitch deck, founders must balance persuasive storytelling with strict adherence to HMRC rules and investor expectations, ensuring every slide supports eligibility without overstating benefits or minimising risk.

HMRC Rules on Investment Communications

SEIS and EIS were created to channel private capital into innovative startups by granting investors generous tax reliefs. These schemes are regulated by HMRC, and the rules shape how you communicate with investors. The risk‑to‑capital condition requires two things: 

1. The company must intend to grow and develop over the long term.
2. The investment must carry a significant risk that the investor loses more capital than they gain in return. 

HMRC uses this test to deter tax‑motivated, low‑risk investments and capital‑preservation strategies. Your risk‑to‑capital compliance slide should summarise how your business meets this test: clear growth plans, genuine operational risk and no insulating measures such as guarantees or preferential shares.

HMRC also forbids arrangements for pre‑arranged exits, share repurchases or any structure that protects the value of the investment. You cannot say the investment is guaranteed or “HMRC‑approved.” Advance assurance is a non‑binding comfort letter showing that, based on the information provided, HMRC would likely consider the shares eligible. It is not an approval or guarantee of tax relief. 

The SEIS disclosure slide must therefore include language like “advance assurance obtained” and a reminder that eligibility is decided when investors receive their SEIS/EIS certificates.

Angel Investor Expectations in the UK

Angel investors vary from seasoned finance professionals to intuitive innovators, but they share a few expectations. They want UK angel investor pitch deck slides that marry vision with evidence. A strong narrative includes a hook (why the problem matters), an essence (what you do), evidence (traction and metrics), a plan (how you will win) and an ask. Investors also expect clean cap tables, due diligence up front and compliance with SEIS/EIS. Using plain language and UK spelling helps to make your SEIS/EIS investor presentation accessible to investors who are not tech specialists. Avoid jargon and acronyms; instead, translate technical concepts into benefits and risks.

How Wrong Messaging Can Break SEIS/EIS Eligibility?

A single misleading phrase can undermine your eligibility. Telling investors they will get “guaranteed tax relief” or that their investment is protected violates HMRC guidance and could cause your compliant pitch deck UK to be rejected. Promising preferred shares, fixed dividends, redemption rights, or interest creates securities that are incompatible with SEIS/EIS. 

Using a SAFE note (a US‑style simple agreement for future equity) without stripping out interest or redemption provisions can invalidate the tax relief. Even implying that you plan to sell the company within three years could trigger the pre‑arranged exit prohibition. Stick to ordinary shares, present the risks clearly and avoid describing the investment as “safe.”

Core Structure of a SEIS/EIS‑Compliant Pitch Deck

A UK fundraising pitch deck usually consists of 12–16 slides: vision & problem, solution, market, business model, traction, team, competition, financial plan, ask & use of funds, SEIS/EIS eligibility, risk warnings and contact. The SEIS/EIS pitch deck guide presented here expands on each slide, highlighting compliance requirements and investor expectations.

Slide 1 – Vision and Problem Statement

Explain the problem you are solving and who faces it. Keep the language clear and avoid financial promises. Investors need to see that the problem is real, painful and big enough to build a business around. Don’t over‑inflate the market size; instead, present specific segments and numbers. For example, if you’re addressing B2B payments, reference credible data on the size of the UK’s payments market rather than quoting a global TAM. This slide sets the tone for the rest of the UK investor slides: confident but grounded.

Keep It Clear and Non‑Financial

Avoid dropping into revenue talk or valuations here. A vision statement that claims you will “deliver a 10× return” or “revolutionise the market overnight” is both unhelpful and non‑compliant. HMRC expects communications to be free of guarantees. Save the numbers for later and focus on why your solution matters and why now is the right time.

Avoiding Exaggerated Claims

Exaggerated market statistics or hyperbolic language will erode trust. Stick to verified figures. For instance, the British Business Bank reported that the average seed round in the UK reached £2.41 million in 2024, with a record £2.59 million in H2 2024 and a median deal size of £0.56 million. Quoting such data shows you understand the funding environment and have realistic expectations. Expect 2025 rounds to cluster between £1.5 million and £3 million, with outliers in AI and deep tech; this context informs your ask later.

Slide 2 – The Solution and Product Overview

Demonstrate how your product solves the problem identified. Use demos, product screenshots or high‑level architecture diagrams. Investors want to know your unique approach, but they do not need a full technical deep‑dive. Show that you have a defensible moat (e.g., proprietary technology, network effects, regulatory licences). For heavily regulated sectors like fintech, mention any authorisations or compliance certificates.

What Investors Want Here?

Investors look for evidence that your solution works or is at least validated. Early pilot results, user testimonials and retention data speak louder than adjectives. Seed investors in the UK scrutinise customer cohorts, retention and CAC payback periods. Show metrics like activation rate, repeat purchase rate or pipeline conversion. If you’re pre‑revenue, emphasise user engagement or pilots with credible partners.

Compliance Note: Avoid “Guaranteed Success” Language

Avoid phrases implying inevitability (“guaranteed,” “risk‑free,” “fully protected”). HMRC disallows messaging that suggests the investment has low risk. Instead, talk about the journey: the milestones achieved and those ahead. Explain that, while you have confidence in your plan, early‑stage ventures are high‑risk.

Slide 3 – Market Size and Opportunity

Investors want to see a market large enough to support venture‑scale returns. Use a bottom‑up approach: define your ideal customer profile, estimate the number of potential buyers in the UK and multiply by realistic spending patterns. For example, if your fintech platform targets UK SMEs, you might calculate the number of VAT‑registered small businesses and the average monthly spend on accounting software.

UK Market Data Requirements

Back your numbers with sources. The British Business Bank noted that 2024 saw disciplined yet growing seed rounds, with average pre‑money valuations around £5.6 million. Relate your market opportunity to these benchmarks. For sectors like AI, emphasise defensibility and data rights. If your product addresses a regulated space (e.g., payments or health), note the regulatory tailwinds that expand the addressable market.

Acceptable vs Problematic Claims

It’s acceptable to project market growth if you cite credible forecasts and link them to your strategy. It’s problematic to claim your market is worth billions without specifying how much is reachable. Avoid presenting unrealistic TAMs or implying that you will capture a large percentage in a short time. HMRC could view such claims as misleading, and investors will question your grasp of reality.

Slide 4 – Business Model (SEIS/EIS‑Safe Explanation)

Describe how you make money. Detail your revenue streams, pricing strategy and unit economics. Show how you plan to scale: what drives customer acquisition, retention and margins. For subscription models, illustrate churn and payback periods; for marketplaces, highlight take rates and gross merchandise value.

Explain Revenue Logic Without Promises

Your revenue narrative should be aspirational yet grounded. Avoid statements like “We will deliver £2 million ARR within 12 months.” Instead, present scenario analyses: if you close 50 customers at £X per month, you reach £Y; if you close 80 customers, you reach £Z. Include sensitivity analysis to demonstrate you understand your levers. This analytical approach is appreciated by sophisticated investors and keeps you onside with HMRC.

Avoiding “Guaranteed ARR” Statements

Guaranteeing recurring revenue or returns is non‑compliant. HMRC considers such language evidence of a capital‑preservation scheme. Your SEIS/EIS messaging should emphasise risk: the company aims to grow but cannot guarantee a particular revenue outcome. Use phrasing like “target,” “forecast,” or “projected,” and include a prominent risk warning.

Slide 5 – Traction & Milestones

Traction de‑risks your story. Show customers, pilots, partnerships or revenue milestones. Include metrics that investors care about: monthly recurring revenue (MRR), gross merchandise value (GMV), customer retention, net promoter score and cohort analysis. Evidence, not bravado, convinces angels and funds.

What UK Angels Expect Here?

UK angels value a strong founding team and evidence of learning speed. Show how you have validated your hypothesis: early sales, sign‑ups, letters of intent, or credible waitlists. Mention any corporate or institutional investors already committed. If you have secured a lead investor for your UK fundraising pitch deck, include the term sheet details (e.g., size of cheque, percentage of round), but only after the lead has signed.

Evidence‑Based Metrics Only

Don’t fudge numbers. If you have 100 beta users, say so; don’t spin it into “thousands on the waitlist.” Investors will perform due diligence, and misrepresentations destroy credibility. Show how the product’s usage is trending: charts of weekly active users or revenue growth will speak for you. Use our financial slide template below for inspiration:

Slide 6 – Team Slide (Important for SEIS/EIS Compliance)

Founders and core team members are the engines of execution. Use headshots, names and short bios to highlight relevant experience and expertise. Include advisors or board members if they add credibility.

Director/Employee Rules Brief Note

Under SEIS and EIS, directors can invest but must be careful not to hold more than 30% of the company’s shares. For EIS, there is a prohibition against “associates” (such as family members) collectively holding more than 30% of the company. Make sure your EIS investor deck clarifies that shares issued under SEIS/EIS will be ordinary voting shares with no preferential rights. Avoid share classes like preference shares or convertible loan notes in your UK angel investor pitch deck, as these often breach SEIS/EIS rules.

What to Show (and What Not to Show)?

Show roles and relevant achievements. Demonstrate that the team has the skills to execute the plan. Do not over‑inflate credentials or mention non‑executive directors who are not actively involved. Avoid implying that investors will gain control rights through board seats; SEIS/EIS investors must be minority stakeholders with no special privileges.

Slide 7 – SEIS/EIS Eligibility Slide

This slide proves your company meets the scheme’s criteria. Use bullet points or icons for clarity. Here’s what to include:

• Company age and size. SEIS applies to companies less than three years old with gross assets ≤ £350k and fewer than 25 full‑time employees. EIS applies to companies up to seven years old (ten for knowledge‑intensive companies) with assets ≤ £15 million and up to 250 employees.
• Permanent establishment. Both schemes require the company to have a UK permanent establishment.
• Qualifying trade. Your trade must not be on HMRC’s excluded list (e.g., banking, insurance, property development).
• Fundraising caps. SEIS allows up to £ 250k of funds, while EIS allows up to £12 million (£20 million for knowledge‑intensive companies).
• Advance assurance status. State whether you have applied for or received HMRC advance assurance; this reassures investors that their shares are likely to qualify. Advance assurance is optional but strongly recommended.
• Tax reliefs. Investors receive up to 50% income tax relief on SEIS investments (max £200k per year), and up to 30% income tax relief on EIS investments (max £1 million per year). Capital gains tax exemption applies if shares are held for at least three years.

Display these points succinctly. Our eligibility slide graphic provides an example template:

What Can You Not Say?

• Don’t claim guaranteed tax relief. HMRC emphasises that investors must risk losing more than they could gain from relief.
• Don’t promise a “fully protected investment” or suggest you have HMRC approval; use the phrase “advance assurance obtained” instead.
• Don’t present multiple share classes (e.g., preference, SAFEs or convertible notes) as SEIS/EIS‑eligible. Use ordinary shares with no redemption rights.

To help founders navigate the process of securing advance assurance, refer to our guide How to Apply for SEIS/EIS Advance Assurance. 

Slide 8 – Financials (Compliant UK Format)

Provide a sober financial model covering at least three years. Include revenue projections, cost structure, and assumptions. Use charts and tables to aid comprehension. Align your runway with milestones (e.g., 18–24 months to reach Series A). Use sensitivity analysis to show high and low cases.

Forecast Requirements

• Base your numbers on current traction and realistic growth rates.
• Show the cost of hiring, product development, marketing and operations. These categories correspond to the uses of SEIS/EIS funds and reflect HMRC guidance.
• Include a cash flow forecast that links directly to your ask (e.g., raising £500k gives 18 months of runway at expected burn).

Do Not Include

Avoid statements like “investors will earn 15 % IRR” or “returns are guaranteed.” Do not show “protected downside” or “equity buy‑back” promises. HMRC’s risk‑to‑capital condition prohibits capital‑preservation schemes. Instead, pair the financial model with a clear risk warning (see Slide 10).

Slide 9 – Investment Ask & Use of Funds

Be explicit about how much you’re raising and how you will allocate the capital. For SEIS/EIS rounds, the ask often combines both schemes: for example, £150k SEIS and £350k EIS to raise a total of £500k. SEIS funds must be used within three years; EIS funds must be used within two.

SEIS/EIS Allocation

Separate the SEIS and EIS tranches. Investors prefer to know how much of their cheque will qualify for which relief. Keep track of available SEIS capacity (£250 k cap) and allocate pro rata when oversubscribed. Use the eligibility slide to remind investors of the tax benefits (50 % SEIS income tax relief; 30% EIS relief).

Use of Funds Breakdown (Compliant)

Break down your budget by category, such as product development, marketing, operations, hiring and contingency. Use percentages or amounts; emphasise that funds will be spent on qualifying business activities like growth, not on buying property or repaying loans. This not only satisfies HMRC but also demonstrates capital discipline. See the simplified budget template in our financial slide.

Slide 10 – SEIS/EIS Compliance & Risk Statement

Investors must be presented with a balanced view of the opportunity and risks. Include a dedicated slide that spells out the high‑risk nature of early‑stage investing. The FCA requires a standard risk warning: investors could lose all their money, startup businesses often fail, they are unlikely to be protected if something goes wrong, and investments are illiquid. Encourage diversification: angels should not invest more than they can afford to lose.

Required Risk Transparency

Summarise key risks: execution risk, market risk, regulatory risk and dilution. Remind investors that SEIS/EIS tax relief may be withdrawn if conditions change (e.g., change of trade, removal of UK permanent establishment). If you have any existing loans or debt instruments, disclose them.

List major dependencies (e.g., technology partnerships, regulatory approvals) that could derail the plan. End with a statement that the pitch is not an offer to the public or a solicitation to purchase securities; it is for information only, and investors should seek professional advice.

Slide 11 – Contact & Next Steps

This is your closing slide. Provide contact details, such as your email and LinkedIn, and invite investors to request your data room or schedule a call. Keep the call to action FCA‑safe: do not say “invest now” or “reserve your shares”; instead, say “contact us to explore the opportunity.” If you are using Undo Capital’s pitch room to share documents and track interest, mention that here. You can also remind investors that you will provide SEIS/EIS certificates after the round closes and shares are issued.

Best Practices for UK‑Compliant Pitch Decks

Strong SEIS/EIS messaging rests on clarity and restraint, so your compliant pitch deck UK should show discipline in language, design and disclosures rather than relying on hype or implied security.

Keep Claims Evidence‑Based

Anchor every claim in data or customer evidence. Quote official statistics when available, such as the HMRC statistic showing that 2,290 companies raised £242 million under SEIS in 2023/24, to demonstrate you understand the ecosystem. When referencing market size or competition, cite credible sources and avoid inflated numbers. Evidence‑based claims strengthen your investment deck requirements in the UK and build investor confidence.

Avoid “Investor Value” or “Protection” Phrases

Language matters. Don’t talk about “investor value” or “protection.” Focus on business fundamentals: team quality, product differentiation, market size and execution plan. Highlight that investors are taking genuine risks and may lose all their capital.

Ensure SEIS/EIS Slides Match HMRC Reality

Double‑check that your eligibility slide, business model and risk statements align with HMRC rules. Clarify the company age, asset levels, trade type and fundraising caps. Provide the date of incorporation and copies of the last accounts in your data room. Mention that SEIS/EIS investments must be used for growth and that funds will be spent on qualifying activities within the required time limits.

Use Clean, Minimalist Design (Investor Norm in the UK)

Investors in the UK favour clean design. Use high contrast, plenty of white space and consistent fonts. Avoid clutter and animations. Use icons and infographics to highlight key points; for instance, the risk‑to‑capital compliance slide can use a SWOT diagram highlighting weaknesses and threats. 

How Undo Capital Helps Build Compliant Investment Documents?

Undo Capital isn’t a regulated financial adviser; it’s a software platform that automates the administrative spine of UK equity fundraising. Many founders spend valuable time juggling cap tables, SH01 filings, SEIS/EIS forms and investor updates. 

Undo Capital streamlines these workflows: it lets you prepare cap tables and track share allocations, generates advance assurance packs, automates SEIS1/EIS1 form submission and ensures you comply with share allotment reporting deadlines. The following diagram illustrates how Undo Capital’s automated workflows tie together advance assurance, cap table management, compliance checks, investor reporting and filing submissions.