The Complete Guide to Venture Capital Trusts (VCTs)

The Venture Capital Trust scheme was introduced by the UK Government in 1995, in a bid to encourage investment into young, entrepreneurial businesses in the UK. Since their inception, Venture Capital Trusts (or VCTs) have raised a staggering £11.0b in total.

Over the years, VCTs have attracted investors by offering unique tax advantages and the opportunity to diversify their portfolios. Despite this, the overall number of companies operating as VCTs decreased by four in 2023, down from 52 companies to 48.

This drop in the number of VCTs reflects an annual downturn since 2007-2008’s height of 131, according to figures from HMRC.

The amount of investment raised tells a similar story, dropping from £1.13b in 2021-2022, to £1.01b in the 2022-2023 tax year — a drop of 10%.

In this guide to Venture Capital Trusts, we explore how they operate and the VCT tax benefits that are available to investors. We also look at recent policy changes to the Venture Capital Trust scheme and the different types of VCTs you might come across.

What is a Venture Capital Trust?

Venture Capital Trusts are listed investment companies that have been approved by HMRC. Similar to other investment trusts, VCTs pool together capital to invest in private companies.

Unlike traditional funds, however, VCTs raise funds by listing on stock markets. VCTs may look like other public companies that trade on stock exchanges, such as Skyscanner and Darktrace, but the capital that they raise is instead used to fund small companies in the UK.

While many VCTs are sector-agnostic, others may focus on particular industries to maximise their tax-efficient investments. Octopus Titan VCT, for instance, focuses on tech-enabled businesses with high growth potential, whereas funds like Pembroke VCT specialise more in consumer-driven companies.

How does the VCT scheme work?

The Venture Capital Trust scheme is a tax relief programme in the United Kingdom. It was created by the UK Government with the aim of promoting investment into innovative but high-risk companies by private investors, in return for various tax benefits. The primary intention behind this scheme is to promote the advancement of UK businesses and thus aid economic growth and job creation.

Alongside the VCT scheme, the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS) are similar government-backed programmes that use tax exemptions to incentivise investors to back early-stage businesses in the UK. These schemes provide investors with generous reliefs against income tax, tax dividends, and capital gains tax when their funding is used in specific scenarios.

VCTs offer access to funding for startups and small businesses that are not listed on any stock exchanges with HMRC-designated status. Companies listed on AIM or the AQSE Growth Market, for example, are considered to be not listed.

VCT-qualifying companies must have fewer than 250 full-time employees, or 500 for Knowledge Intensive Companies (KICs). They may also raise up to £5m per year, or £10m for KICs.

To benefit from the VCT scheme, a Venture Capital Trust must:

• Be listed on a UK-recognised market, such as the London Stock Exchange
• Publish its own annual report and accounts
• Have an independent Board of Directors to look after the interests of shareholders
• Hold general meetings for shareholders, including an AGM
• Meet standard corporate governance policies

The UK Government website includes further information on VCT investment regulations here.

What VCT tax reliefs are currently available?

Alongside offering great growth potential and diversification of investment portfolios, VCT tax rules provide an additional incentive for VCT investors to back higher-risk companies in the UK.

There are three types of tax relief available to VCTs:

Income Tax: Individual investors are awarded Income Tax relief of 30%, up to £200k annual investment. To obtain this tax relief, they must have held their VCT shares for at least five years, and tax breaks can only be claimed in the tax year invested.

Dividends: No Income Tax is payable on dividends from ordinary VCT shares in VCTs.

Capital Gains Tax: No Capital Gains Tax is payable on the sale of ordinary shares in VCTs. This applies to both previously owned and new shares.

Income tax relief was due to sunset in April 2025 but this was extended by the UK government in November 2023, to last at least until April 2035.

How has VCT legislation changed?

VCT legislation has evolved significantly since 1995, to ensure that tax-advantaged VCTs continue to fund enterprises that are most in need of long-term financial support in order to scale.

There have been several amendments to the VCT scheme in recent years, including the tax benefits on offer. Here’s a rundown of some of these key changes:

2004-2005

• The maximum investment allowing for tax relief increased from £100k to £200k.

2006-2007

• Income Tax relief was reduced from 40% to 30%.
• The holding period for individuals with VCT shares increased from three to five years.

2007-2008

• Qualifying shares were limited to smaller companies with fewer than 50 full-time employees at the time shares were issued.
• Companies must have raised no more than £2m in any 12-month period, under any or all tax-based venture capital schemes (VCT or EIS).

2012-2013

• VCT-qualifying holdings were extended to companies with fewer than 250 full-time employees, and gross assets of no more than £15m before investment and £16m after investment.
• Annual investment limit for companies increased to £5m.

2014-2015

• VCTs could no longer return share capital to investors within three years of issuing the shares.
• Investments conditional on a share buyback or made within a six-month period of a sale of shares in the VCT would no longer qualify for Income Tax relief (to prevent multiple claims for income tax relief on essentially the same investment).

2015-2016

• Companies were subject to a lifetime limit on investments received under the venture capital schemes (EIS, SEIS, VCT and Social Investment Tax Relief).
• Any investment must be made into a company within seven years of the first commercial sale (10 years for KICs).
• The maximum number of employees at investment increased from <250 to <500 for KICs.
• Investees were no longer able to use money raised to fund acquisitions of other companies. Investment must be used to promote the growth and development of the business.

2017-2018

• VCT-qualifying loans needed to be unsecured and returns must not be above 10% of the loan capital.
• Funds raised by a VCT in an accounting period were required to have 30% invested in qualifying holdings within one year.
• VCTs had 12 months to reinvest any gains from investments.
• The amount of VCT funds that must be held in qualifying holdings increased from 70% to 80%.

2023

• In November 2023, the UK government extended the income tax relief available to EIS and VCT scheme participants. The changes, which were due to end in April 2025, have now been extended to 2035.

Types of VCTs

There are three main types of VCTs in the UK:

Generalist VCTs invest in companies spread across a range of different industries and sectors, with the aim of creating a diversified portfolio. Nearly 75% of all VCTs belong to this category.

Specialist VCTs have more strategic investment objectives, investing in specific industries that may carry more specific risks but can offer higher returns..

AIM VCTs invest in smaller companies listed on the London Stock Exchange’s Alternative Investment Market (AIM). AIM shares are generally found to be easier to buy and sell than shares of privately owned businesses.

VCTs backing UK companies

Below are just a selection of the Venture Capital Trusts that we have on the Beauhurst platform, all currently backing high-growth companies in the UK.