In order to take advantage of SEIS and EIS and government grants in the UK, a business founded in Portugal needs to either create a UK holding structure or establish a permanent establishment in the UK. Whilst there are complex rules governing each approach, the below summarises the requirements.
UK Holding Structure
A Portuguese company can create an English holding company by way of a share for share exchange. This involves the shareholders of the Portuguese company selling their shares to the UK company in consideration for the UK company issuing shares to them.
A share for share exchange is a tax neutral transaction requiring a valuation to be completed in Portugal and the value of the company to be reflected in the issued share capital of the new English holding company.
In order to meet the permanent establishment test in the UK, a Portuguese company would need to create (and maintain for a three year period after the last SEIS or EIS investment) a permanent establishment in the UK. This generally requires the Portuguese company (at a minimum) to have a permanent office in the UK, carry out a significant part of its business from that office and employ one or more persons in the UK.
In addition to meeting the conditions detailed above, the Portuguese company needs to register with the companies regulator, Companies House, in the UK. The Portuguese company becomes eligible to record and pay taxes in the UK on its income.
Both of these options allow the company to take on investment from UK investors claiming tax relief.