And I think it’s a huge missed opportunity.
The UK Prime Minister, Rishi Sunak, has exciting ambitions for the role of tech in the UK’s future. He went so far as to put a joke in binary on the door of Number 10 Downing Street. It seems the priority is to attract external investment.
I’m a big fan of deep-pocketed investors arriving with bucketloads of cash and generating loads of jobs.
But I would also like to see an environment where startup entrepreneurs and early stage staff go on to build 2nd, 3rd and even more companies. I’d like to see a virtuous circle which encourages home-grown entrepreneurship.
Sadly, the current regime favours investors so much that it discourages serial entrepreneurs from build a vibrant startup ecosystem in the UK.
Here’s a story about how great government support is for UK startup investors:
I was recently involved in a pre-Series A funding round. It was into the 7 figures, so not a tiny round, but equally not a huge institutional round. The investors came from various countries around the world. Investors could choose to receive preference shares or ordinary shares. We don’t need to go into the details of what the differences are between these types of share. It’s enough to understand that preference shares are better for investors than ordinary shares. The clue is in the name.
Sure enough, the non-UK-taxpayers all chose preference shares. No surprises there. The UK taxpayers all chose ordinary shares. Bizarre behaviour. Why would you choose to have a share that would likely make you less money?
The answer is a pretty amazing tax incentive for UK taxpayers: SEIS/EIS or [Seed] Enterprise Investment Scheme. It gives an investor in early stage companies a credit on their income tax bill. It also comes with extra downside protection in case the investment goes under.
The UK taxpayers chose ordinary shares to guarantee that they could benefit from this EIS tax incentive1. Let that sink in: the tax regime is so pro-startup-investor that, as an investor, you’re better off limiting the value of your investment so you can maximise the tax benefits. Still, as they say, “don’t hate the player”, so I am absolutely not surprised about why people chose what they did.
So much for the incentives available to investors. What about the entrepreneurs and startup employees actually doing the work?
There used to be something called Entrepreneur’s Relief. This was a preferential rate on the capital gains tax that business owners would otherwise have to pay when selling (parts of) their business. It used to have a very generous lifetime limit of £10m. It’s now been rebranded as Business Asset Disposal Relief and the lifetime limit reduced to £1m2. Employees typically get EMI share options that share similar capital gains tax benefits to Business Asset Disposal Relief.
“So what”, you might say, “all these tax breaks are for the 1% of the 1%, why should I care?”
For sure, this is a very niche concern, which presumably is why the rules are the way they are. But, if you want to take a long-term view and build up a tech startup ecosystem, then surely you want to encourage more serial startup founders, rather than discouraging them?
To be clear: I’m not advocating for the abolition of anything here, nor for free money for anyone. I’m simply pointing out an imbalance that the UK needs to fix if it wants to encourage serial entrepreneurs. As things stand, UK taxpayers in 2023 are better off getting a regular income and then using the money they earn to make EIS investments, rather than doing the hard graft of creating a business themselves.
I can understand, if you’re taking a transactional view of individual taxpayer decisions, why you’d want to prioritise investors vs entrepreneurs and employees. An investor is making a conscious decision to invest into startup A vs in index fund B (or whatever) with every investment. On the other hand, tax planning is something that factors into the decision-making of approximately zero first-time founders and early stage employees. It’s the second-time (and later) founders where this kicks in. All that expertise and energy is actively encouraged to become semi-retired rather than starting new businesses.
This is not an isolated case. There are other examples which show how the UK takes startup entrepreneurs for granted these days:
- R&D tax credits are becoming less attractive for SMEs.
- The future fund that was supposed to encourage startups but didn’t: Some of the deal terms are awful, the sort of thing a VC’s lawyers would come up with and your lawyers would tell you to never agree to.
- Oh, and even rebranding “Enterpreneur’s Relief” (exciting, aspirational) to “Business Asset Disposal Relief” (boring, administrative). What genius came up with that change? Why consciously go to the effort of changing something that sounds cool to something that sounds tedious?
I hope this whole area gets a good going over and somehow we move more towards an environment that makes life easier for startup entrepreneurs to build business after business after business.
Footnotes
- There was some debate amongst the lawyers if you could structure preference shares in such a way that they would just about qualify for EIS, but none of these investors were prepared to take the risk ↩︎
- As a comparison, £1m is the annual limit for EIS investments (or £2m if in “knowledge-intensive” firms) ↩︎