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HMRC internal manual

Employment Related Securities Manual

University Spin-outs

Technology transfer companies

Under ITEPA03/S459, where a Research Institution (RI) has control of a company, intellectual property (IP) transferred from that company to a spin-out will be treated as a transfer from the RI itself. The same applies where more than one RI controls such an intermediate company between them.

Control takes its meaning from CTA10/S450 and CTA10/S451.

Example 9

The University of Persepolis has an established history of spin-outs, particularly in genetics. As such it has found it worthwhile to establish a subsidiary company, Darius Ltd, to help researchers set these up, facilitate funding, provide administrative assistance, etc. It owns the majority of the share capital. IP owned by the university is routinely transferred to Darius Ltd in order to facilitate the spin-out process.


IP transferred from Darius Ltd will be treated as if it has been transferred from the University of Persepolis. So provided that the other criteria are met, full relief will be due to individuals involved in research there.