The Ceilings — Quick Reference
ceilings reference POATR limits quick-reference
The Numbers You Need
Every CII-enabled raise operates within the same statutory limits, regardless of whether you’re issuing bonds or shares.
The Three Ceilings
| Ceiling | Limit | Instrument | Source |
|---|---|---|---|
| Per-offer persons | ≤150 | Shares & bonds | POATR 2024 Sch 1 |
| Rolling 12-month total | £5 million | Shares & bonds | POATR 2024 Sch 1 |
| Promotion within group | Unlimited | Shares & bonds | FPO Art 52 |
The Practical Range
| Range | Assessment |
|---|---|
| Below £10k | Even automated compliance costs exceed 20% of the raise. Direct to simpler routes. |
| £10k–£25k | Common Interest Bond Express. Capped, performance-contingent loans. A lighter document set under the Article 52(5) route — though a minimum information record is always provided, and the Express tier itself is our product design, not a statutory requirement. |
| £25k–£5m | CII sweet spot. Full compliance pack viable within the CII Verification fee structure. |
| Above £5m | Requires an FCA-authorised public offer platform operator under POATR 2024. CII can support but costs rise significantly. |
How the Ceilings Interact
The three ceilings operate independently and cumulatively:
- Art 52 is about who you can communicate with. If they’re in your common interest group, the communication exemption is unlimited. This doesn’t cap the raise amount or the investor count — it caps the promotion channel.
- POATR is about the offer itself. You can offer securities to ≤150 persons without a prospectus. The £5m ceiling is a rolling 12-month aggregate of all consideration raised under this exemption.
- You must satisfy both — communicate within your closed group under Art 52, and keep the offer within the POATR thresholds.
Practical Implications
- A CIC with 50 supporters each investing £1,000 = £50,000 raise. Well within all ceilings.
- A CIC with 200 supporters interested — you must select ≤150 for the offer (or use 120 persons for the offer and keep the remaining 80 on a waiting list for the next tranche).
- A CIC raising £2m in year one and £4m in year two of a project — the year two raise would breach the £5m rolling 12-month total if counted from the date of the year one close. Plan the timing carefully.
- Multiple offers in a rolling 12-month period — the £5m ceiling aggregates across all of them.
Monitoring
CII’s threshold monitoring tracks all of these automatically:
- Real-time count of distinct investors in the current offer (alert at 120 persons — 80% of the 150 ceiling)
- Rolling 12-month aggregate raise total (alert at £4m, £4.5m, £4.9m)
- All alerts to CIC directors and logged for audit
If you’re approaching a ceiling, CII can help you plan the next tranche or advise on the implications of exceeding the threshold.