For many young entrepreneurs, spinning out of university is a significant and exciting step. It involves putting innovative ideas and research results from the academic environment into practice and bringing them to market. This article examines in detail the most important aspects of spinning out.
What does it mean to spin off from the university?
A university spin-off describes the process in which students, scientists or employees of a university establish their own start-up company. The aim is to commercially exploit academic knowledge and research results. These start-ups often benefit from advanced know-how and innovative technologies that give them a decisive competitive advantage.
Important aspects of spin-off
1. Legal basis and company form
A crucial step in founding a company is choosing the right company structure. Each structure has its specific advantages and disadvantages:
Limited Liability Company (GmbH): The GmbH is a frequently chosen legal form for start-ups because it offers limited liability. The minimum capital is 25,000 euros, which is raised through the shareholders' capital contributions.
Entrepreneurial company (limited liability) (UG): The UG is a variant of the GmbH with a lower minimum capital. It is particularly suitable for founders who want to start with little equity. However, a UG is always associated with the fact that there is no full capitalization like with a GmbH.
A lawyer and specialist in commercial and corporate law can help you find the right structure for your start-up and correctly prepare the founding documents. He will ensure that all legal requirements are met and that you are optimally positioned.
2. Protection of intellectual property
Intellectual property is often the most valuable asset of a start-up, especially for university spin-offs. This includes patents, trademarks, copyrights and trade secrets. Protecting these intangible assets is essential to protect your innovations from imitation.
This includes filing patents, registering trademarks and protecting copyrights. You should also draft non-disclosure agreements to ensure that confidential information remains protected.
3. Contracts and agreements
During the process of founding a company and running the business, numerous contracts must be concluded. These range from shareholder agreements and employment contracts to contracts with business partners and customers.
It is particularly important to make clear provisions in shareholder agreements in order to avoid conflicts between the founders and to ensure the company's ability to act. It will always be necessary for those with the know-how to work for the company for a long time to help it succeed. This can be done using so-called vesting regulations. In this case, it is contractually agreed that each founder will gradually secure his or her shares over a certain period of time. If a founder leaves before the end of this period, he or she will only receive a pro rata severance payment. Non-competition clauses and the required voting majorities for resolutions must also be regulated.
4. Financing and Venture Capital
Many young companies rely on external financing to implement their business ideas and grow. Venture capital plays a central role here. Investors provide capital, but in return expect shares in the company and a say.
As a lawyer and specialist in commercial and corporate law, we can guide you through the entire process of raising capital. This includes drawing up a convincing business plan, identifying potential investors and preparing and conducting negotiations. The lawyer ensures that the financing conditions are fair and that your interests are protected. He also helps you to draw up legal documents such as participation agreements and partnership agreements.
5. Compliance and legal requirements
Another important issue for start-ups is compliance. This covers numerous areas such as data protection, labor law, tax law and environmental law. Failure to comply with these regulations can lead to significant legal and financial risks.
You should therefore identify the relevant regulations and implement appropriate measures. You should develop internal policies and procedures to ensure that your company meets all legal requirements. Your employees should also be trained in compliance issues.
Lawyer: Startup Helper
The role of a lawyer in the process of founding a start-up is multifaceted and crucial to the long-term success of the company. Here are some concrete examples of how a commercial and corporate lawyer can help you:
Advice on starting a business: A lawyer can advise you on choosing the right company structure and prepare the necessary founding documents. He will ensure that all legal requirements are met and that you are optimally positioned.
Protection of intellectual property: A lawyer will help you protect your innovations through patents, trademarks and copyrights. He will assist you in registering and enforcing these rights and will help you draw up non-disclosure agreements.
Contract design and review: A lawyer drafts and reviews all important contracts that arise during the process of founding a company and running the business. These include shareholder agreements, employment contracts, contracts with business partners and customers, and financing contracts.
Capital raising and investor relations: A lawyer will help you find investors and negotiate financing terms. He will ensure that the contracts are fair and that your interests are protected.
Compliance and legal requirements: A lawyer will help you identify the relevant legal requirements and implement appropriate measures. He or she will support you in developing internal policies and procedures and in training your employees on compliance issues.
Conclusion
University spin-offs offer a unique opportunity to transform scientific innovations into successful start-up companies, but there are many legal aspects to consider. With comprehensive legal advice, you will be able to achieve your entrepreneurial goals while ensuring that your company is built on solid legal foundations.
As lawyer for commercial and corporate law I will accompany you through the entire founding process and help you to avoid legal stumbling blocks.
If you would like to learn more about the legal aspects of founding a company or would like individual advice, please contact me. I would be happy to support you on your way to a successful start-up!
