Services About Contact Book a call
Taking on new clients

The tax adviser founders actually need

Most founders lose money to tax they never had to pay, because nobody told them which decision mattered until it was too late to change it. We do the four reliefs that matter most, properly.

No charge, no pitch. If we are not the right fit we will tell you on the call.

Where founders lose money
Pre-seed
Getting the first money in
SEIS advance assurance, before you issue a single share
Building
Paying developers to solve hard problems
R&D relief on the work, claimed properly and defensibly
Hiring
Competing for people against better funded offers
EMI options, the closest thing the UK has to free equity
Scaling
Raising again, this time bigger
EIS, with limits that doubled in April 2026
Exit
Selling, and everything that follows it
BADR, and the inheritance tax conversation nobody starts early enough
Not sure which stage you are at? Ask us
We only do
R&D Tax Relief SEIS / EIS EMI Schemes Inheritance Tax Planning Property Structuring
Four things, done properly
A generalist accountant will refer these out. We are who they refer them to.
🔬

R&D Tax Relief

Full claim preparation under the merged RDEC/ERIS regime. Technical narratives, CNF filings, intensity calculations, and enquiry defence.

🚀

SEIS / EIS

Advance assurance applications, cap table reviews, compliance certificates, and HMRC correspondence across funding rounds.

📋

EMI Schemes

Option scheme design, grant documentation, HMRC valuation, annual ERS filings, and exit planning, including FA 2026 updated limits.

🏠

Property & IHT

Incorporation structuring (CGT/SDLT modelling), inheritance tax planning, discretionary trusts, and succession advisory.

💼

Working with you directly

We advise companies and individuals directly, and complement your accountant or finance team where you already have one. Specialist support, without disruption.

📞

Not sure where to start?

A short introductory call is the best place to begin. We'll give you a clear sense of what's possible and whether we're the right fit.

Built for founders, investors and families

Maximise what you keep at every stage of growth

From pre-seed R&D claims to Series A EMI restructuring, we work with founders throughout the company lifecycle, ensuring you never leave value on the table through missed reliefs or poor structuring.

  • SEIS advance assurance before your first raise
  • R&D claim preparation as your product scales
  • EMI option scheme design for your team
  • Exit planning and leaver clause advice
  • Working with you directly, or alongside your accountant

We work with you directly

We advise companies and individuals directly on R&D, SEIS/EIS and EMI. Where you already have an accountant, we work alongside them without replacing the relationship.

Direct and through referral

Companies and individuals come to us directly. We also partner with accountancy firms across the UK who bring us in as specialists.

London-based, UK-wide

Based in South East London. We advise clients across the UK, with most work handled remotely.

Structure investments to maximise relief

SEIS and EIS offer some of the most generous tax reliefs available to individual investors in the UK. We help you confirm the companies you back qualify, and that your own position is protected.

  • Pre-investment SEIS/EIS qualification review
  • Advance assurance comfort for portfolio companies
  • Compliance certificates and HMRC correspondence
  • Follow-on funding and EIS carry-back planning
  • Qualifying trade and holding period advice

50% income tax relief under SEIS

Investors in qualifying SEIS companies can claim 50% income tax relief on investments up to £200,000 per year, plus CGT exemption on exit.

30% relief under EIS

EIS investors benefit from 30% income tax relief and CGT deferral, subject to the company remaining compliant throughout the holding period.

Incorporate and protect your portfolio

For property investors, the question is rarely whether to incorporate. It is how to do it at the right time with the least tax cost. We model the full picture before advising.

  • Incorporation structuring, CGT and SDLT modelling
  • Partnership to limited company restructuring
  • Growth share and freezer share arrangements
  • Business Property Relief planning
  • Non-resident landlord (NRL) compliance

Incorporation: timing matters

Transferring a property portfolio to a company triggers CGT and potentially SDLT. We model the full picture, including long term IHT savings, before advising.

NRL compliance

Non-resident landlords have specific UK filing obligations. We advise on SA1 registration, 64-8 agent authorisation, and NRL1 applications.

Protect wealth across generations

With the IHT nil-rate band frozen and APR/BPR reforms underway, the window for certain planning strategies is narrowing. We help families understand their current exposure and take structured steps to reduce it.

  • Inheritance tax exposure review
  • Gifting strategies and seven-year planning
  • Discretionary trust structuring
  • Business Property Relief and Agricultural Property Relief
  • Estate planning alongside your solicitor

IHT nil-rate band frozen to 2030

With allowances frozen and property values rising, more estates than ever face 40% inheritance tax. Early planning makes a significant difference.

APR/BPR reform from April 2026

Changes to agricultural and business property relief are narrowing certain planning windows. We advise clients on what's still available and what's changing.

Ready to talk to a specialist?

A short introductory call costs nothing. We'll give you a clear sense of your position and what's possible.

Book a discovery call

Our services

Technically demanding, commercially aware advisory across four specialist areas of UK tax.

🔬

R&D Tax Relief

Merged RDEC/ERIS claims from scoping through to CNF submission and HMRC enquiry defence. We handle the full process.

🚀

SEIS / EIS

Advance assurance applications, cap table reviews, compliance certificates, and investor relief structuring.

📋

EMI Schemes

Option design, grant documentation, HMRC valuation, ERS filings, and exit planning. Updated for FA 2026 limits.

🏠

Property & IHT Planning

Incorporation structuring, succession planning, and inheritance tax advisory for property investors and families.

Not sure which service is right for you?

Start with a short call. We'll point you in the right direction.

Get in touch
← Back to services

R&D Tax Relief

We prepare and defend R&D claims under the merged RDEC/ERIS regime, from qualifying activity identification through to CNF submission and HMRC enquiry response.

What we cover

R&D tax relief is among the most technically demanding areas of UK tax. The merged scheme from April 2024 adds further complexity around intensity calculations and qualifying expenditure categories. We guide clients through every stage.

  • Qualifying activity identification and baseline scoping
  • Technical narrative preparation (GfC3 and supporting documentation)
  • Claim Notification Form (CNF) filing within the relevant deadline
  • RDEC vs ERIS eligibility, 30% R&D intensity threshold analysis
  • Capitalised cost and amortisation treatment under the intensity calculation
  • Subcontractor and externally provided worker cost qualification
  • HMRC enquiry response and evidence preparation

The merged scheme: what changed

The legacy SME and RDEC schemes were replaced for accounting periods beginning on or after 1 April 2024. All companies now claim under a single merged scheme, with an enhanced rate (ERIS) available for R&D-intensive loss-making companies. We help clients correctly navigate the intensity calculation to access the right rate of relief.

Frequently asked questions

Common questions on the merged scheme, ERIS and HMRC compliance.

For accounting periods beginning on or after 1 April 2024 there are two. The merged scheme gives an above the line expenditure credit at 20 per cent of qualifying spend to companies of any size. Because the credit is itself taxable, the net benefit is around 15 per cent at the main rate of corporation tax and 16.2 per cent at 19 per cent. Enhanced R&D intensive support, known as ERIS, is available instead to loss making small and medium sized companies where qualifying R&D spend is at least 30 per cent of total relevant expenditure, and is worth up to around 27 pence in the pound. You cannot claim both on the same expenditure, so establishing which route applies is the first thing to work out.

It compares relevant R&D expenditure against total relevant expenditure for the accounting period. Where the company has connected or associated companies, their expenditure comes into the calculation too, which catches out groups that assume the test is applied company by company. The company must also be loss making before any R&D enhancement is applied. There is a one year grace period for companies that qualified in the previous period and fall just below the threshold.

The work has to seek an advance in science or technology by resolving a scientific or technological uncertainty that a competent professional in the field could not readily deduce. Commercial novelty is not the test. Building something that is new to your business, or difficult, or expensive, does not qualify on its own if the underlying technical problem was already solved and documented somewhere in the field.

Staff costs for people directly engaged in the R&D, including salary, employer National Insurance and pension contributions, apportioned for the time actually spent. Also software, consumables, data and cloud computing costs, payments to clinical trial volunteers, externally provided workers, and qualifying subcontracted work. Two restrictions matter in practice. Externally provided worker and subcontractor costs are generally not claimable where the work is carried out overseas, and under the merged scheme it is usually the company that decided to do the R&D, rather than the subcontractor carrying it out, that holds the claim.

Often yes. A claim notification form must be submitted within six months of the end of the period of account unless you have made a valid R&D claim in one of the previous three years. So a December year end means a 30 June deadline. Miss it and the claim is invalid for that period, with no discretion to accept it late. This has caught out a number of companies that had a gap in their claim history and assumed they still counted as existing claimants.

Every claim has needed one since August 2023, submitted before or at the same time as the company tax return. It requires project descriptions covering the technological baseline, the uncertainties and how they were addressed, along with a cost breakdown, the agent's details and a named senior officer of the company who takes responsibility for the claim. Claims submitted without it are removed from the return rather than queried.

Higher than it used to be. HMRC has substantially increased compliance activity in this area and claim volumes have fallen sharply as a result. The practical protection is contemporaneous record keeping, project narratives written by the people who did the work rather than reverse engineered afterwards, and cost allocations you can actually evidence. It is also worth remembering that the named officer on the additional information form carries personal responsibility for the claim.

Free 30 minutes

Not sure if your build counts as R&D?

Most founders either assume it does when it doesn't, or assume it doesn't when it does. Half an hour on a call usually settles it, and you'll know either way before you spend anything.

Book a call 30 minutes, no charge, no pitch
We'll ask about the technical problem, not the product You'll leave with a yes, a no, or what's missing Next step if yes we scope the claim before your year end
← Back to services

SEIS / EIS

We help early-stage companies secure advance assurance from HMRC and remain compliant throughout their fundraising journey, protecting the tax reliefs your investors are relying on.

What we cover

  • SEIS and EIS advance assurance applications
  • Qualification risk assessment, same trade continuation and the substantial interest test
  • Cap table review and restructuring ahead of a raise
  • Compliance statements (SEIS3, EIS3) post-investment
  • Follow-on EIS funding and carry-back planning
  • HMRC correspondence and enquiry response

Why advance assurance matters

Sophisticated investors typically require advance assurance before committing capital. We draft applications that address HMRC's specific concerns for the company's trade, structure and intended use of funds, reducing the risk of delay or challenge during a live fundraise.

Frequently asked questions

Common questions from founders and investors on the two schemes.

Yes, and most early stage companies eventually do. SEIS comes first, because a company cannot receive SEIS money after it has already issued EIS shares. The lifetime SEIS limit is £250,000, so where a round is larger than that the usual approach is to take £250,000 under SEIS and the balance under EIS, issuing the SEIS shares first and the EIS shares on a later date. Getting the order or the dates wrong is one of the more common reasons a claim fails, and it is not something HMRC will overlook because the intention was right.

HMRC currently turns most applications around in about two to three weeks, though it can run longer at busy points in the year and a poorly prepared application will attract questions that add to that. Applications need to name at least one prospective investor who has actually agreed to invest, as HMRC will not consider a speculative application.

No. Advance assurance confirms HMRC's view on the information you have given it at that point. If the facts change, or if the information was incomplete, the assurance does not bind HMRC. Relief is only secured when the shares are issued, the money is spent on a qualifying trade, and the compliance statement is submitted and accepted.

Under SEIS a company can raise £250,000 in total, must have gross assets under £350,000 and fewer than 25 full time equivalent employees, and must have been carrying on its new qualifying trade for less than three years. Under EIS the limits rose substantially from 6 April 2026. A company can now raise £10 million in any rolling twelve month period and £24 million over its lifetime, doubling to £20 million and £40 million for knowledge intensive companies. Gross assets must not exceed £30 million immediately before the share issue or £35 million immediately after, and the company must have fewer than 250 full time equivalent employees, or 500 if knowledge intensive. The increases do not apply to certain specified companies, including those registered in Northern Ireland, which remain on the previous limits.

Under SEIS, income tax relief at 50 per cent on up to £200,000 invested in a tax year, capital gains tax exemption on a qualifying disposal after three years, and reinvestment relief on up to £100,000 of gains. Under EIS, income tax relief at 30 per cent on up to £1 million a year, or £2 million where the excess is in knowledge intensive companies, with capital gains deferral and an exemption on disposal after three years. Relief under both schemes can be carried back to the previous tax year. Loss relief is available if the investment fails.

SEIS is only available where the company has been carrying on its new qualifying trade for less than three years at the date the shares are issued. Where a trade has been carried on previously by someone else and then transferred in, HMRC will look at when that trade actually started rather than when your company took it over. Companies incorporated some time before trading began need to be careful about which date they put on the application, and about how they describe any earlier activity.

Under SEIS a paid director can qualify. Under EIS a director cannot normally qualify unless they were unconnected with the company when the shares were issued and only became a director afterwards, which is the business angel exception. Separately, no investor under either scheme can hold more than 30 per cent of the company's shares or voting rights, counting the holdings of associates as well as their own.

The investor loses their income tax relief and it is clawed back. The three year clock runs from the date the shares were issued, or from the date trading began if that is later, not from when the company was formed. This matters for exit timing, and it is worth checking before signing heads of terms rather than after.

Free 30 minutes

Raising soon? Talk to us before the term sheet.

Most SEIS and EIS problems are structural and they are fixed cheaply before shares are issued and expensively afterwards. Bring your cap table and where you are in the round.

Bring your cap table and target raise We'll flag anything that would fail advance assurance Turnaround HMRC assurance in about 2 to 3 weeks
← Back to services

EMI Schemes

Enterprise Management Incentives offer the most tax-efficient way to reward and retain key employees. We design, document, and maintain your option scheme from grant to exit.

What we cover

  • EMI eligibility assessment, company and employee conditions
  • Option scheme design and exercise price recommendation
  • Grant documentation and option agreements
  • HMRC valuation (MVL and AMV submissions)
  • EMI40 registration and annual ERS return filing
  • Leaver clause advice and disqualifying event management
  • Exit planning, including unapproved option tax treatment

Updated limits under Finance Act 2026

FA 2026 increased the company-wide EMI limit to £6m (from £3m), raised the gross assets threshold to £120m, and extended the maximum exercise period to 15 years. If your existing scheme was designed under the old limits, it may be worth reviewing whether restructuring is beneficial.

Frequently asked questions

Common questions on eligibility, valuation and HMRC filings.

From 6 April 2026 the company or group must have gross assets not exceeding £120 million and fewer than 500 full time equivalent employees, and must be carrying on a qualifying trade. The previous thresholds were £30 million and 250 employees, so a number of companies that had outgrown EMI now qualify again. Certain activities are excluded, including property development, financial services, and legal and accountancy services. Where a company has a mix of activities, the test is whether the excluded activities amount to a substantial part of the business, which HMRC takes as more than 20 per cent.

An individual can hold unexercised EMI options over shares worth up to £250,000 measured at the date of grant, and that limit has not changed. The company wide limit doubled to £6 million of unexercised options across all participants from 6 April 2026. Once an individual reaches £250,000 they cannot be granted further EMI options for three years, even if the earlier options have been exercised in the meantime.

It is not compulsory but almost every company does it. Agreeing the unrestricted and actual market values with HMRC in advance using form VAL231 removes the risk of a dispute later about whether the exercise price was set correctly, and gives you a figure you can rely on when the options are exercised. An agreed valuation is normally valid for 90 days.

For options granted on or after 6 April 2024 the grant is notified to HMRC by 6 July following the end of the tax year in which it was made, rather than within 92 days as was previously the case. Older scheme rules and option agreements often still specify 92 days, and where they do the contractual deadline continues to bite even though the statutory one has moved, so it is worth checking your documents. From 6 April 2027 the separate notification requirement is being removed altogether and grants will simply be reported through the annual return. That annual return is due by 6 July for every registered scheme and must be filed even where nothing happened during the year.

Options granted on or after 6 April 2026 must be capable of exercise within fifteen years, extended from ten. Existing unexercised options can generally be amended to take advantage of the longer window without losing their tax advantaged status, but amending an option agreement can amount to a cancellation and regrant if handled badly, so it should not be done without advice. Most schemes are written so that options only become exercisable on an exit, which keeps the tax position simple and avoids employees holding shares in a private company with no market for them.

Where the exercise price was set at or above the actual market value agreed at grant, there is no income tax or National Insurance on exercise. The employee pays capital gains tax on the eventual sale. Where the option was granted at least two years before the shares are sold, business asset disposal relief may apply, which is charged at 18 per cent from 6 April 2026, up from 14 per cent in the previous tax year. The company can also claim a corporation tax deduction for the gain the employee makes on exercise.

Free 30 minutes

Promised your team options? Let's make them real.

The gap between telling someone they have equity and them actually holding a valid EMI option is where most schemes go wrong. It is a short conversation to find out where you stand.

Book a call 30 minutes, no charge, no pitch
We'll check whether your company qualifies You'll leave with a view on pool size and pricing If you already grant we'll review what's been issued
← Back to services

Property & IHT Planning

For property investors and family business owners, the right structure today makes a significant difference to what's passed on tomorrow. We advise at a level of technical depth most generalist advisers can't offer.

What we cover

  • Property portfolio incorporation, full CGT and SDLT analysis
  • Partnership to limited company restructuring
  • Inheritance tax planning and gifting strategies
  • Discretionary trust structuring
  • Growth share and freezer share arrangements
  • Business Property Relief and Agricultural Property Relief planning
  • Seven-year survivorship planning and cash flow modelling

Why early planning matters

With the IHT nil-rate band frozen to 2030 and APR/BPR reforms from April 2026, the window for certain planning strategies is narrowing. We help clients understand their current exposure and take structured steps to reduce it over time.

Free 30 minutes

Structured your property years ago and never revisited it?

Rules have moved considerably and a structure that made sense a few years ago may now be working against you. A short conversation will tell you whether it is worth a closer look.

Book a call 30 minutes, no charge, no pitch
We'll look at how the portfolio is currently held You'll leave with a sense of your exposure No obligation if nothing needs changing, we'll say so

Specialist tax advisory built around your ambitions

Upstack was founded to fill the gap between generalist accountancy and true specialist tax advice. We work directly with companies and individuals on the cases that require deep technical knowledge, and alongside existing advisers where clients already have them.

Technically precise

We work from statute and case law, not assumptions.

Commercially aware

Tax advice that fits your actual business objectives.

Transparent

Clear scope, clear fees, no surprises.

Collaborative

We work directly with you, and alongside your accountant where you have one.

The people behind Upstack
Misha Patel

Misha Patel

Director & Principal Tax Adviser
ACCA qualified | 13 years in UK tax

Having spent 13 years working across UK tax, I've seen first hand what founders actually need. Not textbook advice, but structuring decisions that hold up under scrutiny and compound in their favour over time.

I'm a specialist tax adviser working with UK founders, high growth companies and high net worth individuals on the reliefs and structuring decisions that materially shape business and personal outcomes, from fundraising and growth through to exit, succession and intergenerational wealth transfer.

My work sits at the intersection of corporate, founder and personal tax, the points where structuring decisions made early have outsized impact years later. UK tax legislation contains some of the most generous reliefs in the world for innovation, equity and entrepreneurship, but accessing them properly requires careful planning, technical precision, and a clear understanding of how these reliefs interact across the lifecycle of a business and the people behind it.

Core areas of practice
SEIS and EIS

Advance assurance applications, compliance filings, and structuring advice for UK and overseas parented companies raising UK investor capital.

R&D tax credits

Identifying and substantiating qualifying activity under the merged RDEC scheme, including the enhanced rate for R&D intensive SMEs. Particularly relevant for tech, AI, life sciences and engineering led businesses, where qualifying activity is often broader than founders realise.

EMI option schemes

Design, HMRC valuation agreements, scheme rules and ongoing compliance. The UK's most tax advantaged way to grant employee equity, and a meaningful edge when competing for senior hires against US offers.

Inheritance tax planning

Protecting wealth across generations through structured gifting, business and agricultural relief planning, trust arrangements, and integration of IHT strategy with exit and wealth planning. For founders, IHT is often inseparable from the exit conversation.

Upstack Ltd

Incorporated March 2026
Companies House No. 17107672


upstacktax@gmail.com

Our networks

We work directly with companies and individuals across the UK. We also partner with accountancy firms, working alongside existing advisers rather than replacing them.

Accountancy firm partners

Book a discovery call

We respond to all enquiries within one business day. If you've been referred through one of our accountancy firm partners, please mention this.

Contact details

Based in London, advising clients across the UK. Most of our work begins with a short introductory call, no obligation and no jargon.

📧
Emailupstacktax@gmail.com
📍
Address
🤝
Referral networksAccountancy firm partnerships
Accountancy firm partners ACCA regulated