AI Structuring & Investments: IP Holding, SPV, and Corporate Architecture for AI Companies

4–8 weeks

Typical engagement

EU · UAE · Switzerland · Global

Jurisdictions covered

Startups · VC Funds · Corporates

Who we work with

IP is your most valuable asset — and the most exposed

AI models, training datasets, and proprietary code are worth more than the operational business in most AI companies. Holding those assets in the operating company — where they're exposed to employment disputes, customer claims, and insolvency risk — is a structural mistake that's expensive to correct later.

Investors expect a clean structure

VC and PE investors have standard expectations: a holding company in a predictable jurisdiction, clear IP ownership, no conflicting claims from founders or contractors, and a structure that allows new investors to enter without reorganisation. Companies that arrive at Series A without this lose negotiating leverage.

Spin-offs and exits require preparation

Separating an AI division from a larger corporate, or preparing for a strategic sale, requires knowing exactly where the IP sits, which employees have assignment obligations, and how client contracts transfer. This work takes months — and costs more when done under time pressure.

The round is open and you have 8 weeks

Restructuring under active investor scrutiny is the most expensive way to do it. Investors won’t pause a deal process while you transfer IP, clean up contractor assignments, and reorganise entities. We work to defined timelines — and we have structured companies under live deal pressure before.

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Step 01

Current state mapping

Week 1

We map where your IP currently sits — which entity owns models, code, datasets, and brand — and identify conflicts: employment agreements without assignment clauses, contractor work without IP transfer, client contracts that may complicate restructuring.

Step 02

Structure design

Weeks 2–3

We design the target architecture: which entities to create, where to domicile them, how IP flows between them, and what the intra-group licensing model looks like. We model the structure against your investor profile and exit scenarios.

Step 03

Documentation and transfer

Weeks 3–6

We draft or coordinate: IP assignment agreements, intra-group license agreements, employee and contractor amendments, novation of key client contracts, and the investor-facing memo describing the structure.

Step 04

Investor readiness

Weeks 6–8

We prepare the materials investors will ask for: structure diagram, IP ownership chain, licensing terms, and answers to standard due diligence questions. For SPV transactions, we prepare fund documentation and LP-facing summaries.

AI Startup · Germany · Series A

IP holding structure for a Series A AI startup

Context

AI SaaS startup with distributed R&D team (Germany + Eastern Europe), EU and US clients. Key assets: proprietary models and datasets. Investors required clean IP ownership before closing the round.

⏱ 4–6 weeks Outcome: investor-ready structure, clean IP chain

VC Fund · Luxembourg

SPV architecture for AI fund investments

Context

European VC fund making several large AI infrastructure investments, some via side-SPVs with co-investors and family offices. LP transparency and IP protection requirements across multiple deals.

⏱ 3–5 weeks Outcome: standardised SPV model, reduced LP questions

Corporate · Switzerland

AI division spin-off and IP carve-out from a technology holding

Context

Swiss technology holding separating its AI platform into a standalone business for strategic investment. IP and team spread across multiple entities and jurisdictions. Needed clean carve-out before approaching investors.

⏱ 6–8 weeks Outcome: clean AI business separation, investor-ready

Holding AI IP in a separate entity protects it from the operational risks of the business — employment disputes, customer claims, regulatory fines, and in the worst case, insolvency. If a customer sues the operating company and wins a judgment, the IP held in a separate entity is not automatically available to satisfy that judgment. For AI companies where models and datasets are the primary value driver, this separation is analogous to what real estate companies do by separating property ownership from property management.

The most common choices for EU-focused AI companies are the Netherlands, Ireland, Luxembourg, and the UK (pre-Brexit for some structures, still relevant for others). Key factors: tax treatment of IP income (participation exemption, patent box regimes), treaty network for royalty payments, regulatory environment, and investor familiarity. UAE free zones (DIFC, ADGM) are increasingly used for AI companies with Middle East operations or investors. We assess jurisdiction options against your specific investor profile, client mix, and exit scenario.

An IP assignment agreement is a contract that transfers ownership of intellectual property — models, code, datasets, patents, trademarks — from one party to another. You need one whenever IP was created outside the entity that should own it: by a founder before incorporation, by a contractor rather than an employee, or by an employee whose contract didn't include an assignment clause. Gaps in IP assignment are one of the most common issues discovered during VC due diligence, and they can delay or block a round.

An intra-group license is an agreement between related entities — typically between an IP holding company and an operating company — that grants the operating company the right to use the IP in exchange for a royalty or fee. The license defines the scope of use (which products, which markets, which modifications are permitted), the royalty structure, what happens on change of control, and whether sublicensing is allowed. The terms must be arm's length — meaning they should reflect what unrelated parties would agree — for tax and regulatory purposes.

A side-SPV (Special Purpose Vehicle) is a separate entity created alongside a main fund to allow specific investors — co-investors, family offices, or strategic partners — to participate in a particular deal without becoming limited partners in the main fund. SPVs are commonly used for larger AI deals where the fund's allocation limits are reached, or where specific investors want exposure to a particular company without fund-level exposure. The SPV holds shares in the target company and passes economic rights through to its own investors.

Without a written assignment agreement, copyright in work created by an independent contractor typically belongs to the contractor, not the company. For AI companies, this is a material risk — models trained using contractor-developed code, datasets curated by freelancers, or architecture designed by external consultants may not be fully owned by the company. The remediation approach is to identify all contractor-created IP, obtain retroactive assignment agreements, and where contractors are no longer available or willing, assess the materiality of the risk and disclose appropriately to investors.

Institutional investors typically look for: a single clean holding company at the top (usually in a familiar jurisdiction); clear, uncontested ownership of all key IP assets; no orphaned IP in foreign subsidiaries or personal holding companies; employment and contractor agreements with assignment clauses covering all founders and key personnel; intra-group agreements that are arm's length and documented; and no structural impediments to future investment rounds or exit. Companies that arrive at Series A with a messy structure — multiple jurisdictions, unclear IP chain, missing assignments — negotiate from a weaker position.

Simple restructurings — creating a holding company, transferring shares, and cleaning up IP assignments — can be completed in 6–8 weeks with good cooperation from founders and existing shareholders. More complex restructurings involving IP transfer across jurisdictions, employee and contractor amendments, and client contract novation typically take 3–4 months. Starting restructuring work well before a fundraising process is strongly advisable — investors will not wait for structure to be cleaned up during an active deal process.