UK equity crowdfunding rules: the FCA regime explained

The UK does not have a dedicated "equity crowdfunding law" the way the US has Regulation Crowdfunding. Instead, campaigns sit inside the general financial services regime, and the platform carries most of the regulatory weight. Understanding which obligations fall on you is what stops a launch date slipping. For the strategy, cost and US equivalents, see the main crowdfunding guide.

Your Campaign Is a Financial Promotion

Under section 21 of the Financial Services and Markets Act 2000, an invitation or inducement to engage in investment activity may only be communicated by an authorised person, or with the approval of one, unless an exemption applies. Communicating an unapproved financial promotion is a criminal offence, so this is not a technicality.

In practice, the platform is the authorised firm and it approves your campaign page. Two consequences follow, and founders consistently underestimate both:

• The platform controls your copy. Claims you cannot substantiate get cut. Forecasts get caveated. The "fair, clear and not misleading" standard applies to everything on the page, and marketing language that is normal on your own website often will not survive.
• Your own channels are in scope too. Your tweets, LinkedIn posts, newsletter and pitch events about the raise can themselves be financial promotions. Agree with your platform in advance exactly what you may say off-platform, and route your campaign communications through them.

There are exemptions, most relevantly for communications to certified high net worth individuals and to certified or self-certified sophisticated investors. The financial thresholds for the high net worth exemption were raised in January 2024 and then reversed in 2026 back to income of at least £100,000, or net assets of at least £250,000, though the tightened investor statement requirements introduced alongside them were kept. These exemptions are how private angel rounds are marketed in the UK, and the conditions are technical enough that you should take advice rather than assume you qualify.

The High Risk Investment Rules

The FCA strengthened its financial promotion rules for high risk investments in policy statement PS22/10. Risk warning requirements took effect on 1 December 2022 and the remainder on 1 February 2023. Equity crowdfunding falls within scope as a restricted mass market investment, which means it can be promoted to ordinary retail investors, but only with a specific set of frictions in place.

What your investors will actually go through:

The New £5M Threshold and Public Offer Platforms

This is the most significant change to UK crowdfunding in a decade, and it is recent enough that most published guidance is still out of date.

The Public Offers and Admissions to Trading Regulations 2024 replaced the UK version of the EU Prospectus Regulation, and the new regime took effect on 19 January 2026. It creates a new regulated activity: operating a Public Offer Platform. The FCA set out the final rules in PS25/10.

The practical shape for a founder:

• Below £5 million, offers can continue under the existing exemptions, much as before. Most seed and Series A crowdfunding rounds sit here.
• At £5 million or more, an offer to a broad range of investors must be made through an authorised Public Offer Platform. Note the threshold came down, from roughly €8 million.
• The upside is real: a POP can facilitate large primary offers by private companies, including substantial pre-IPO rounds, without a full prospectus. That is a genuinely cheaper path to a large public raise than the old regime allowed.
• Crowdcube was among the first platforms authorised as a POP.

SEIS and EIS: Your Biggest Lever

The Seed Enterprise Investment Scheme and the Enterprise Investment Scheme give UK investors income tax relief on investments into qualifying companies, along with capital gains advantages. SEIS offers 50% income tax relief and EIS 30%. For your angels this is not a nice-to-have, it materially changes the risk-adjusted maths of backing you, and for many UK investors a non-qualifying round is simply not interesting.

Qualifying depends on your company's age, size, employee count, gross assets and trade, all tested at the point shares are issued, and certain trades are excluded outright. Because the detail changes with each Finance Act and interacts with other funding you may have taken, we maintain the current figures and conditions in one place rather than repeating them here: see the full SEIS and EIS guide.

Three points that specifically affect a crowdfunding campaign:

• Get advance assurance before you pitch. HMRC advance assurance takes several weeks. Serious UK angels expect to see it, and platforms will ask. Starting the campaign clock before it lands is a common and avoidable mistake.
• Grants and subsidies can interact with eligibility. If you have taken Innovate UK money or similar, check the interaction before you assume you qualify.
• Structure affects the claim. Investors normally need to hold ordinary shares with no preferential rights to qualify. Some instruments that look convenient will disqualify the relief, which would be an expensive surprise.

Nominee or Direct: The Decision You Cannot Undo

A successful campaign can bring in several hundred investors. How they appear on your share register is a decision made before launch, and it follows you into every future round.

There is no universally right answer, and platforms differ in what they offer. What is not acceptable is discovering the implications when your Series A lead asks how many shareholders you have. Decide deliberately, take advice on the SEIS and EIS interaction, and see how each platform handles it: Crowdcube and Republic Europe, formerly Seedrs.

After the Money Lands

A UK crowdfunding round does not end at the close. You allot the shares and file the return of allotments with Companies House, update your register of members and your confirmation statement, and issue SEIS or EIS certificates to investors once the qualifying conditions are met, which for SEIS and EIS purposes generally means after the company has been trading for a period.

Beyond the filings there is an ongoing relationship. Several hundred shareholders, or a nominee representing them, will expect updates. Founders who treat that as an obligation find it a drain; founders who treat it as an investor relations channel find that the same list produces the follow-on round, introductions, and customers. That is the argument for keeping crowd investors in the same pipeline as your private ones rather than in a separate spreadsheet you never open.

The Part the FCA Rules Do Not Cover

Everything above is a gate. Passing it does not make your campaign work. What does is the capital committed before the page goes live, and the UK rules make that private phase more important, not less.

Because the high risk investment rules deliberately slow the journey from interest to investment, a cold visitor is a poor prospect: risk warnings, categorisation, an appropriateness test and a 24 hour wait all sit between them and a cheque. An investor who decided weeks ago, in a private conversation, walks through those steps because they have already made the decision. That is why campaigns that open with committed capital keep climbing and campaigns that open at zero mostly do not.

Angels Partners is where UK founders build that private half: searching 120,000+ angels, VCs and family offices, including the UK angels who invest for SEIS and EIS relief, running the outreach from your own inbox, and tracking every conversation alongside the campaign. If you would rather not dilute at all yet, compare it against UK grants and UK startup loans first, or read how the US regime compares.

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