Set up holding structure in Dublin for a London AI startup
We moved intellectual property assets to a dedicated Irish holding company. This kept the core code safe from trading liabilities during an active Series A funding round.
NeuralStack Labs needed to safeguard its core machine learning IP during a planned £3.2 million Series A funding round in October 2024. We established a secure corporate structure using an Irish holding company in Dublin to separate intellectual property assets from UK trading liabilities. This protected the foundational code and prepared the group for European expansion.
The challenge
NeuralStack Labs operates a high-frequency predictive analytics platform in London. By early September 2024, their trading entity faced potential commercial litigation risks from an integration partner in France, which threatened the core proprietary code valued at £1.4 million. At the same time, two European venture capital funds required a clean IP holding setup before they would release £3.2 million in Series A funding.
The startup had no separate entity for its assets. All intellectual property, employment contracts, and commercial agreements sat inside one UK limited company. This single-entity structure meant any commercial dispute on the trading side could tie up or liquidate their primary software asset.
Our approach
We structure for safety, not just tax cuts. Our tax specialist and a corporate lawyer mapped out a dual-entity structure over three working days. We focused on transferring the IP without triggering immediate UK capital gains tax. Let's look at the numbers. UK transfer regulations required a formal valuation under Section 59A of the Income Tax Act, which we finalized on 12 October 2024.
Our team coordinated directly with Irish corporate registration agents in Dublin 2. We prepared the incorporation documents for a new Irish holding company, choosing Dublin due to the stable 12.5% corporate tax rate on trading income and the established Common Contractual Fund frameworks. We managed the process using secure data rooms to keep the venture capital legal teams updated on progress every 48 hours.
The solution
We incorporated NeuralStack Holdings Limited in Ireland on 24 October 2024. Next, we drafted an IP Assignment Agreement transferring the machine learning codebase from the UK operating company to the Irish holding company in exchange for ordinary shares.
To maintain operational flow, we structured a licensing agreement. The Irish holding company licensed the software back to the London trading unit for a monthly fee of £8,500. This fee matches transfer pricing standards under OECD guidelines, ensuring compliance for HMRC. (Heads-up: getting transfer pricing wrong is the fastest way to trigger a tax audit, which is why we keep licensing fees closely aligned with market rates.)
Results
The restructuring decoupled the core IP from trading risks in 14 business days, allowing NeuralStack Labs to close its £3.2 million funding round on 12 November 2024.
Timeline
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12 October 2024Completed formal IP valuation under UK Section 59A rules.
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24 October 2024Incorporated NeuralStack Holdings Limited in Dublin 2.
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29 October 2024Executed the IP Assignment and inter-company licensing agreements.
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12 November 2024VC legal teams signed off and released Series A funds.
"We were worried that moving our IP to Dublin would delay our funding round by months. Trishati completed the entire transfer and licensing setup in just 14 days, satisfying our venture capital legal team."