Issue link: https://htpgraphics.uberflip.com/i/116729
Company Structure Section 3 The spin-out vehicle will almost certainly be a private company limited by shares. A company is a legal entity in its own right and can enter into contracts and undertake obligations. The ownership of the company rests in the hands of its shareholders. They may also be called its members. These are the individuals who subscribe for (ie acquire) shares in the company. Each company may have a Company Secretary (who may also be a director), who is responsible for dealing with filings at Companies House and ensuring the company's statutory books (its official records) are kept up to date. Ask your IP commercialisation organisation if it can provide a Company Secretary service or if it can arrange for a legal or accountancy firm to do so. The directors manage the company and may be different people to the shareholders. Shares The shares represent units of ownership in the company. For example, if the share capital of a company is £100 divided into 100 ordinary shares of £1 each and 30 shares are issued to the research institution, 35 shares are issued to Dr Red and 35 shares are issued to Professor Green, the ownership of the company will be as follows: Figure 1 Research Institution (30 Shares) 30% Dr Red (35 Shares) 35% Professor Green (35 Shares) 35% 100% Newco Limited In other words, the researchers, as the holders of 70 of the 100 issued shares in the capital of the company, will own more than half of the company or 70% of the "equity". Whilst day to day operational control 15