IP licensing in a multi-company setup

[Ollie V.]

Hi all, I’m working with a UK client who’s building a structure of several Ltd companies (consulting, SaaS, and a community style business). We’re setting up a separate IP company to hold intangible assets such as brand/logo, course content, frameworks/methodology, templates, know-how, client lists, etc.) . The plan is for the operating companies to license what they need.

The commercial driver here is exit optionality: the client previously had a situation where they couldn’t sell one business cleanly because IP/rights were entangled across entities, so we’re trying to avoid that from day one. Royalties would be modest and we’d document the rationale behind them.

My main question is around future IP evolution: if the operating companies develop/improve content/processes over time, what’s the best-practice legal approach to ensure the IP company remains the owner of improvements/derivative works while still reflecting commercial reality?

If anyone has views on the overall logic (or pitfalls you’ve seen in practice), I’d appreciate your input. Also, I’m looking for recommendations for a UK commercial/IP solicitor who can do a paid consultation and draft/review the IP assignment + licence agreements (including “improvements/derivatives” wording and buyer-friendly transfer/step-in clauses).

Thanks in advance.

 

[Gyumri]

Ir sounds like you need a solicitor to draft a licensing agreement. I cant see how a client list can be licensed but most things could be. It is not something that can be addressed easily on a general basis.