FAQs For Companies

All defined terms in this document are set out in the Glossary of Terms document available on the portal.

These FAQs are provided for informative purposes. They are not intended to provide advice of any kind (including legal, financial, tax or other professional advice). You should seek professional or specialist advice before doing anything on the basis of this content.

The Future Fund scheme has now closed for new applicants. We are now processing applications which were correctly completed and submitted by a lead investor and matched by the investee business before 23:59 GMT on Sunday, 31 January 2021, when the scheme closed to new applications. The online portal will remain open for Investee companies with legally completed CLAs to submit information and MI for portfolio monitoring purposes. Please see the Closure of Scheme FAQs for further information on how this impacts new and existing applicants.

Loans advanced under a CLA cannot be used to repay shareholder or related party loans (other than under any bank or venture debt facilities), pay dividends, pay bonuses or discretionary payments that are non-contracted or not in the ordinary course of business for 12 months, pay advisory, placement or similar corporate finance type fees in relation to that CLA or lend to, invest in, or otherwise provide finance to companies or persons that are not part of the Investee Company’s group. In the case of non-UK Parent companies, the proceeds from the loan should be used in respect of the UK business of the Investee Company.

Loans advanced under a CLA should be used solely for the purposes of operating expenditure and/or capital expenditure in respect of the company’s group’s business.

The Future Fund provides matched funding and therefore will require third party investor(s) for an application to be made. The Future Fund does not offer a ‘matchmaking’ service where companies can find investors on the portal.

Investors are strongly recommended to confirm the commitment of any other investors investing alongside them before submitting an application for an Investee Company.

No. Applications will be processed on a “first come, first served” basis. The fund will not be split into sub-funds for different sizes of investment.

No. Applications will be processed on a “first come, first served” basis. The application process does not make any distinction on the size of investment.

An Investee Company must have closed at least £250,000 of equity investment for cash consideration from third-party investors in the period 1 April 2015 to 19 April 2020 inclusive. Any application will be subject to the eligibility criteria.

The Future Fund launched in May 2020 and the scheme has now closed for new applicants. We are now processing applications which were correctly completed and submitted by a lead investor and matched by the investee business before 23:59 GMT on Sunday, 31 January 2021, when the scheme closed to new applications. The online portal will remain open for Investee companies with legally completed CLAs to submit information and MI for portfolio monitoring purposes.

This is a temporary and targeted programme to address funding challenges arising from the Coronavirus pandemic.

The Future Fund will operate on a fully commercial basis, on the same terms as third-party investors.

The rate of interest applicable will be no less than 8% (non-compounding), but may be higher for all Investors (including the Future Fund) if that has been agreed between the Investee Company and Investors (other than the Future Fund) prior to the Application.

The interest is only charged on conversion of a Loan into shares or an event of default by the Investee Company. Companies may elect to repay interest prior to conversion.

Investee Companies should make payments without a deduction of income tax at source, unless a deduction of income tax at source is required by law.

Payments to the Future Fund should be made without a deduction of income tax at source on the basis that such payments are received by UK FF Nominees Limited on bare trust for the Department for Business, Energy and Industrial Strategy which as part of the UK Government benefits from an exemption from income tax. The Investee Company is advised to seek its own tax advice in relation to whether the deduction of income tax at source is required by law for payments to the Future Fund and other investors (other than the Future Fund).

The conversion discount will be 20%, unless a higher rate has been agreed with the Investee Company and the Investors (other than the Future Fund). Please refer to CLA for further details.

The Loans can convert into shares in the Investee Company in a variety of circumstances, including fundraisings, exit events and upon the maturity of the Loans. Please note that, Loans may alternatively be repaid on an exit event or at their maturity date either at the election of Investors or, in certain cases, automatically.

The Loans will mature 36 months after the execution date of the CLA.

The Investee Company cannot choose to repay its Loan. The Loans will either convert into shares or be repayable in certain circumstances, such as: specific exit events; maturity of the Loan; or on an event of default by the Investee Company.

All investment funds need to be in pounds sterling. All investments being made by investors the Investors will also need to be made in pounds sterling.

The form of the CLA is a fixed, standard form document. However, certain terms of the CLA, including the interest rate, conversion discount, headroom amount and valuation cap are negotiable between the Investors (other than the Future Fund) and the Investee Company in advance of Application. However, the interest and discount rates cannot be lower than 8% and 20% respectively. If no headroom amount or valuation cap is agreed, they will default to zero and void, respectively.

UK FF Nominees Limited. This entity holds legal title to the Future Fund’s Loans and any shares resulting from their conversion on behalf of the government.

The Future Fund is open to companies in all regions and countries of the UK. Applications from potential investors will be assessed and allocated funding on a first-come-first served basis, subject to meeting the eligibility criteria. Controls are in place to reduce privileged access by more advanced potential investors submitting Applications in respect of a large number of companies on the same day.

The funds received from the Future Fund and Investors should be used in respect of the UK business of the Investee Company.

Entering into the CLA and/or undertaking any of the actions contemplated by it may have tax consequences for the Investee Company and/or any of the Lead Investor or the Other Investors, some of which could potentially be adverse. We would strongly recommend that the Investee Company and each Lead Investor and Other Investor seeks its own tax advice prior to entering into the CLA and/or undertaking any of the actions contemplated by it.

Entering into the CLA and/or undertaking any of the actions contemplated by it will have complex accounting consequences for the Investee Company and each of the Lead Investor and the Other Investors. We would strongly recommend that the Investee Company and each Lead Investor and Other Investor seek accounting advice prior to entering into the CLA and/or undertaking any of the actions contemplated by it.

Investee Companies are not able to make any offer of their Loans (or shares after conversion) through the Future Fund portal.

The Application process is Investor-led and the parties Investors (other than the Future Fund) and the Investee Company will need to have already decided to apply for a matching Loan from the Future Fund before submitting an Application. This portal does not contain any information on any particular Investors or Investee Companies who may choose to participate in the Future Fund scheme.

It is possible that Investee Companies and Investors may need to have regard to relevant securities offering laws in the United Kingdom or in other markets in relation to their activities prior to making an Application on this portal and thereafter.

A limit of 147 Other Investors (in addition to the Future Fund and the Lead Investor) has been included in the Application process to ensure that a Convertible Loan Agreement is always entered into by fewer than 150 persons. This is to ensure that this portal does not inadvertently trigger a requirement for the publication of a prospectus by the Investee Company, but no guarantee is provided that this is the case and Investors and Investee Companies are solely responsible for compliance with all applicable securities laws (including in the United Kingdom). In particular, it is the responsibility of Investee Companies looking to consider this limit when seeking further investment from additional investors after the Convertible Loan Agreement is completed as between Investors and Investee Company.

All Investors and Investee Companies should therefore seek independent advice on the legal, regulatory, financial, accounting and tax consequences of making or participating in an Application and entering into a Convertible Loan Agreement from their respective advisers. No advice is given as to the suitability of any action for any Investor or Investee Company concerned.

No, the portal does not allow for ‘match-making’. Your company must have matched with an investor (or investors) before the Lead Investor submits an Application.

To be eligible for the scheme, a company must meet the following eligibility criteria:

1. the company must have raised at least £250,000 in equity from third-party investors in previous funding rounds in the last five years (from 1 April 2015 to 19 April 2020, inclusive);
2. if the company is a member of a corporate group, it must be the ultimate parent company;
3. the company does not have any of its shares or other securities listed/quoted on a regulated market, a multilateral trading facility, a recognised investment exchange and/or any other similar market, stock exchange or listing venue;
4. the company must be a UK incorporated limited company or be eligible to apply as a non-UK parent company (see specific eligibility criteria in the FAQs for non-UK parent companies);
5. the company must have been incorporated on or before 31 December 2019 (or if you are a non-UK jurisdiction company, this criterion applies only to at least one UK subsidiary operating company, and
6. at least one of the following must be true for the company (this criterion applies to your group):
   1. half or more employees are UK based; and
   2. half or more revenues are from UK sales.

This is an investor-led scheme which means the Lead Investor applies on behalf of itself, the Investee Company and the Other Investors and provides information about the Investee Company and the Other Investors. Initial stages of the Application will be made by the Lead Investor, with the Investee Company subsequently providing and verifying information during the later stages of the Application.

Information about the Lead Investor and the Other Investors is used by the portal to conduct certain checks on them, to compile execution versions of the legal documentation and to send those execution versions out to the Lead Investor and the Other Investors.

The purpose of the Future Fund is to support innovative UK companies that typically rely on equity investment and are currently affected by Covid-19. The funding, which is unlocked by third-party investment on a match funded basis, creates a bridge to the next equity funding round.

The Future Fund can continue to be used to fund the growth of FinTech businesses, fund/asset managers and other businesses which provide or facilitate third-party finance where a Future Fund loan will be used to fund their own business’s operating or capital expenditure.

The Future Fund is open to all companies that meet the eligibility criteria.

No. The Investee Company must have raised at least £250,000 in equity from third-party investors in previous funding rounds in the last five years (from 1 April 2015 to 19 April 2020 inclusive).

No. To be eligible a business must be a UK incorporated private company limited by shares (or a company equivalent to a private company limited by shares if incorporated in a non-UK jurisdiction and applying as a non-UK parent company). Sole traders, partnerships, LLPs and unincorporated bodies are not eligible, nor are companies whose shares are traded on public exchanges.

If the eligibility criteria are not met, your Application will not be able to proceed.

No. AIM quoted companies will not qualify, nor will companies with shares admitted to trading on any other similar market, stock exchange or listing venue.

The Future Fund is open to eligible companies incorporated in England and Wales, Scotland or Northern Ireland or other non-UK jurisdictions where applicable (see details on non-UK parent company applications).

The Future Fund is open to eligible companies operating in all sectors.

Once the CLA has been signed, there is a 90 day window in which additional investors can make further loans to the Investee Company on the same basis as the CLA, up to a headroom amount agreed in the CLA by the Investors and the Investee Company. These further loans will have to be arranged between the relevant Investee Company and further investors outside of the portal and the relevant Investee Company will notify the Future Fund of the outcome. These additional loans do not qualify for matched funding from the Future Fund.

Completion of the initial part of the Application should not take a long time but will require the Lead Investor to have certain information to hand – this information is set out at the start of the Application process. For those applying on behalf of a non-UK parent company the full process of assessing the application may take a little longer to allow for the impact of jurisdictional changes and any additional requirements.

Yes, the Future Fund requires Investee Companies to provide the same information that current shareholders receive. Additionally, the Future Fund will require information to be submitted quarterly via an online portal for portfolio monitoring purposes.

The Future Fund is collecting data on the diversity of companies to enable us to monitor the diversity of the Applications we receive. The Application asks for the gender mix and ethnicity mix of the management team and the region where the company is based. Providing gender mix and ethnicity mix data information is optional (region is given by the company address).

The Future Fund and British Business Bank will anonymise and aggregate this data and plan to publish it to contribute to increased transparency of the investment markets.

View our privacy notice.

To submit the application you must be a statutory director or company secretary of the company.

You will need the following information to set up a Future Fund portal account:

• name;
• job title;
• email address;
• password; and
• telephone number.

We will ask you to review and add or amend the following information on the Investee Company:

• Investee Company name;
• legal form;
• date of incorporation;
• country of incorporation;
• UK Company registration number;
• registered address;
• operating/trading address (if different);
• number of full time equivalent employees (this year/last year/two years ago – as applicable);
• turnover (this year/last year/two years ago – as applicable);
• website address (if applicable);
• industry (SIC Code); and
• nature of Investee Company.

For those companies applying in relation to a non-UK Parent company there are additional information requirements related to the eligibility criteria. Investee Companies will be sent the relevant information requests during the process.

You will need the following information on each company officer and ultimate beneficial owner:

• whether they are a key principal/director or an ultimate beneficial owner;
• name;
• date of birth;
• citizenship; and
• copy of an ownership structure chart or supporting documentation showing all ultimate beneficial owners owning 25% or more of the company as well as all intermediary beneficial owners.

We will ask you to for the following information on the diversity mix of your management team – you may choose not to provide this information but we encourage you to do so:

• gender mix of management team; and
• ethnicity mix of management team.

You will need the following information on yourself:

• name;
• date of birth;
• country of birth;
• citizenship;
• address; and
• image or scanned copy of a photo ID (driving licence, passport, identity card).

You will need to confirm the following information provided by the Lead Investor on the Investment:

• amount of the loan provided in aggregate by private investors;
• amount of the loan requested from Future Fund;
• amount of the loan provided by the Lead Investor (as the Lead Investor of the group); and
• whether the Investor had previously invested in the Investee Company (yes/no).

You will need the following information on your nominated company solicitor:

• name of firm of solicitors;
• name of primary contact at firm;
• email address of primary contact at firm;
• telephone number of primary contact at firm (if applicable);
• Solicitor registration location (e.g. England and Wales); and
• Solicitor registration number of firm.

Once an Application is submitted, we will perform checks and may request further evidence.

A Lead Investor must initiate an Application in respect of the relevant Investee Company. An Investee Company (i.e. a company seeking investment) cannot initiate an Application. Once a Lead Investor has submitted an Application, you will receive an email with instructions on how to (i) proceed with opening an online account; and (ii) progress the Application.

You can check your company’s potential eligibility for the Future Fund on the Companies page of the Future Fund website.

No, only one Application per Investee Company can be accepted. A Lead Investor must initiate an Application on behalf of all the Investors (other than the Future Fund) that would propose to participate in the funding. Matched funding must be evidenced in full for the Application to be processed.

You can view all open Applications by logging into your Future Fund online account, and clicking on the ‘View open applications’ button. Here you can see the status of the Application.

Contact our customer support team as soon as possible. Contact details are on the Support page.

Given the high volumes received in the final days of the scheme we are experiencing a longer application processing timeframe. The difference between application timelines will depend on a number of factors including the speed at which applicants are able to provide information and review documentation.

We will conduct a number of checks on the proposed Investor(s) and Company (including KYC and AML checks) and review the Application.

You should have received an email with more information about what happens next in the process.

Contact our customer support team as soon as possible. Contact details are on the Support page.

The Future Fund allocates funding by applying a set of standardised eligibility criteria. These criteria are published on the website. They have been developed to allow for a broad range of companies to benefit from the Future Fund, while protecting taxpayer investment.

To protect the use of public funds, all applications will be assessed against UK Government investment standards on specific jurisdictions by reference to factors such as sanctions, tax transparency, and the cost and complexity of implementation. The UK Government will also take into account concerns around the proper use of public finances and wider public policy risks, as well as whether investment would undermine the integrity or public credibility of the Future Fund.

No. Only new shares issued by the Investee Company, and subscribed for by third party investors, will count towards this eligibility criterion – share transfers will not be relevant to this criterion.

No. The Investee Company must have raised at least £250,000 in equity from third-party investors in previous funding rounds in the last five years (from 1 April 2015 to 19 April 2020, inclusive). Third-party investors means investors other than any connected person of the Investee Company, any founder, employee, worker or consultant or their connected persons. However, investment from non-executive and investment directors can count towards the £250,000 raised, and will be eligible for match funding.

If an application is successful a director of the Investee Company will be required to sign a standard form declaration which includes, among other things, a confirmation of this criterion.

This is not the intention and companies that have received loans under a CLA may continue to offer normal trade credit.

No, this runs contrary to one of the basic principles underlying the Future Fund of matching its investment with independent, private funding from third-party investors. Investee Companies will undertake in the CLA that proceeds from the Loans will not be used to make loans to other businesses alongside the Future Fund as part of the Future Fund Scheme and the Lead Investor will be asked to confirm on behalf of itself and the Other Investors (so far as it is aware in respect of those Other Investors) that none of their proposed funding is derived wholly or partly from the proceeds of another Future Fund application.

HM Treasury and HMRC are responsible for all decisions on tax reliefs, including on SEIS and EIS.

It is our understanding that the structure of the CLA does not meet existing rules for SEIS or EIS eligibility. Compatibility with tax schemes is a matter for HM Treasury and HMRC.

HM Treasury and HMRC are responsible for all decisions on tax reliefs, including on SEIS and EIS.

The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.

HM Treasury and HMRC are responsible for all decisions on tax reliefs, including on SEIS and EIS.

Yes. Companies that have received other types of Government aid related to COVID-19 are not excluded from applying to the Future Fund.

Yes, subject to meeting the eligibility criteria for the Future Fund.

Existing ASA’s do not qualify as matched funding for the purposes of the Future Fund, nor do they qualify as equity raised until they have converted into shares.

The Loans shall rank pari passu with all other unsecured indebtedness or obligations of the Investee Company and shall be subordinated to any secured debt of the Investee Company.

You can sign into your account by clicking on the profile icon on our website (top right-hand corner).

There is a ‘Reset password’ button on the sign in page. Navigate to the sign in page and follow the instructions on screen.

You can edit your profile information by clicking on the ‘Edit profile’ button when you have signed into your account.

Continue with your Application and submit the Application. Then contact our customer support team as soon as possible. Contact details are on the Support page.

A convertible loan is a debt instrument that may convert into shares of the company receiving the loan at a later date.

Please visit https://www.gov.uk/coronavirus for more information.

Please refer to the Glossary of Terms.

At least one of the following must be true for the Investee Company:

• half or more employees are UK based; or
• half or more revenues are from UK sales.

The Future Fund has signed the Investing in Women Code and is encouraging other investors to sign because we strongly believe in the value of diverse teams and their importance in business.

The Investing in Women Code is a voluntary commitment to support the advancement of female entrepreneurship in the UK by improving female entrepreneurs’ access to tools, resources and finance from the financial services sector.

The Code requires signatories to take steps to ensure senior responsibility and data transparency and that they adopt appropriate internal practices.

Investors can read further information and sign the Code.

The Future Fund does not have any specific diversity and inclusion targets but it is open to a broad range of matched funders across the UK to achieve as diverse a distribution of the funds as possible within the parameters of a scheme based on simple eligibility criteria.

• The Future Fund will record the gender mix and ethnicity mix of the senior team of each company at the point of application and the region in which they are based, and publish these as anonymised, aggregated statistics.
• The Future Fund has signed HM Treasury’s Investing in Women Code which is designed for all organisations that finance entrepreneurs. The Code commits organisations to advancing female entrepreneurship.
• The Future Fund will also encourage matched funders to sign the Investing in Women Code, in order to support diversity in the equity ecosystem. The list of signatories to the Code is held by HM Treasury and is available from the HM Treasury website.

The Future Fund and British Business Bank plan to publish anonymised and aggregated diversity statistics to contribute to increased transparency of the investment markets. These statistics will be published once a sufficient number of applications have been made to Future Fund for data to be meaningful.

View our privacy notice.

The distribution of funds for successful applications will be handled through nominated company solicitors. It is your responsibility to appoint solicitors with the necessary rights to practice and handle client monies. You can consult the public registers of the relevant regulatory bodies in the UK to check your solicitor has the right to practice. You may also wish to instruct a company solicitor to advise on the scheme, your eligibility under the scheme and the associated documents.

There is no application fee for the Future Fund or standard rate for solicitor services.

When selecting a solicitor, please ensure you understand what the role of the solicitor will involve (please refer to the FAQ “What is the role of the Investee Company’s solicitor?” for further guidance).

When choosing a solicitor, it is important that you seek clarity on the Solicitor’s charging/fee structure, that this is transparent; and that you understand the work and services required. Many solicitors across the UK will be able to help you so it is always advisable to consider the options in terms of which solicitor to engage.

The Future Fund terms and conditions can be found here. If your application is successful, you will be entering into a CLA. The terms and condition of the CLA can be found on the Solicitors page of the Future Fund website.

UK FF Nominees Limited is the entity that enters into Convertible Loan Agreements on behalf of the Future Fund. UK FF Nominees Limited is the legal titleholder to the Future Fund’s Loans and any shares resulting from their conversion. It holds beneficial interest in the Loans (and any shares resulting from their conversion) on bare trust for the benefit of the Secretary of State for Business, Energy and Industrial Strategy.

The Future Fund is designed by government and delivered by the British Business Bank. As such, the Future Fund, and FF UK Nominees Limited, are subject to the Freedom of Information (FOI) Act, which gives individuals a right to request any recorded information held by a public authority. Under the FOI Act, public authorities have the right to withhold information using the relevant exemptions included in the Act. Any information requested which is commercially sensitive to either the British Business Bank, the Future Fund, Investors or Investee Companies can be withheld under S43(2) commercial interests. Where required, the British Business Bank may consult with you to understand how the release of requested information under the FOI Act would or would be likely to prejudice your commercial interests.

If you want to find out more about the Freedom of Information Act please visit https://www.gov.uk/make-a-freedom-of-information-request.

You can log a complaint by (1) completing the online enquiry form, (2) emailing our support team, or (3) phoning our support team. Contact details can be found on the support page of the Future Fund website.

If you have a general query about how to access the scheme please contact us on 03307260230 or email [email protected]. If you want specific advice such as legal, tax or investment advice please speak to an appropriately qualified professional.