This might not seem like the kind of thing to ask on STW but we are a small, friendly firm and I'm loathe to go direct to a large law firm as the first point of call for our questions! Of course we are happy to pay for any legal advice.
We want split our limited company into two companies: A holding company for our IP and an operating company.
The (existing) operating company will sell all of its IP to the new holding company at a fair market rate. The operating company will then lease the IP from the holding company.
This will, of course, not benefit us in a tax sense. We just want to protect the IP in case the operating company fails.
We have some questions on how best to value the IP and make sure everything is above board.
I'm no IP lawyer but I am seeing the super big companies we work with and talk to not just split the IP into another organisation and lease it back but also seeing them relocate the IP holding company outside the UK (Ireland being the preference or maybe even Jersey or Netherlands) where there is a more appropriate protection or jurisdiction.
I suspect if you want to do this well, avoid later grief, tax penalties and then you're into good multi-jurisdictional advice which will cost you money but then if you're thinking about splitting IP and business into two companies then you can also afford the good advice or you wouldn't or perhaps shouldn't be doing it maybe?
Good luck either way.
I’m a patent attorney. This is a pretty common approach and can be tax efficient. I’m not a tax lawyer though, so can’t/won’t give advice about that bit. Valuing IP is a tricky business and there are a number of ways of doing it. Suspect you wouldn’t split your company, but would set up a new company as an IP holding company. Where are you based? For this I think you’d want a corporate lawyer and IP lawyer. It’s not something I’d advise on specifically (I’m more about getting and enforcing/defending patents) but could point you in the right direction if you PM me.