Different classes of shares in a SIA and the related tax considerations
2 July 2026
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Intellectual Property Structuring
In modern business, intellectual property (IP) is among the most valuable assets a company holds - determining its competitive position, innovation potential, and ability to sustain market share over the long term. Across technology companies, manufacturing businesses, and service and distribution sectors alike, the structure and management of IP assets is frequently the decisive factor in determining enterprise value, investment attractiveness, and international growth potential.
We help clients design and implement effective IP structures that integrate the legal, tax, and commercial perspectives. Such structures protect the innovations a business creates, optimise the manner in which they are exploited, and reduce the risks arising from an increasingly complex international and domestic regulatory environment.
An IP structure is the legal and commercial framework - established at a domestic or international level - that governs how a business manages its intellectual property:
Who owns the intellectual property (patents, trademarks, designs, software, know-how, copyright, and similar assets);
In which jurisdiction the IP is held and protected
How the IP is licensed, transferred, or used within the group or externally;
What income and costs are associated with the IP (royalty payments, development cost allocation, licence terms, and similar);
What tax and legal risks may arise in the jurisdictions in which the business operates.
Why Does IP Structure Matter?
Why Does IP Structure Matter?
A properly structured IP holding enables a business to define clearly where value is created and where it is monetised. This improves pricing discipline, enhances licensing opportunities, and provides effective control over key assets across multiple markets.
A clear IP structure provides a transparent ownership model, protects key assets, and increases the company's credibility in the eyes of investors and business partners.
Structured IP management enables businesses to optimise income flows and reduce the overall tax burden, while remaining fully compliant with transfer pricing rules and international principles.
A sound approach ensures compliance with domestic and international regulations, including transfer pricing requirements and economic substance rules.
A well-ordered IP structure reduces legal and tax risks, and ensures effective control over intellectual capital.
How We Help
How We Help
Our service covers the full lifecycle of IP structuring - from strategic planning through to practical implementation and long-term maintenance.
We review the existing IP structure, ownership arrangements, transaction flows, and tax implications.
We design an IP structure aligned with the business model and future plans.
We prepare licensing agreements, assignment agreements, and all other required contractual arrangements.
We establish transfer pricing policies and documentation in accordance with applicable regulations.
We coordinate the implementation process and ensure the ongoing maintenance of the structure over the long term.
Examples and Scenarios
Examples and Scenarios
Fast-Growing Start-Up
A technology start-up is developing a new platform. The majority of its value resides in software and algorithms. We help establish an IP holding entity that controls all copyright and licences it to operating companies in multiple jurisdictions - providing investors with clear transparency and protection.
Manufacturing Business with International Export Markets
A company uses several trademarks and patents across different countries. With our assistance, a centralised IP structure is designed to ensure that all licences and royalty payments are made on arm's length terms in accordance with OECD guidelines, mitigating tax risk.
Family Business with an Established Brand
A domestic company has built a strong brand and is planning to pass the business to the next generation. IP structuring enables a clear separation of the IP from the operating business, protecting the brand from commercial risks and simplifying the succession process.
The International Dimension
The International Dimension
Our service covers the full lifecycle of IP structuring - from strategic planning through to practical implementation and long-term maintenance.
OECD BEPS initiatives impose rigorous scrutiny of IP income and its alignment with economic substance
EU legislation (including tax information exchange directives) imposes additional transparency requirements;
National IP box and patent box regimes may offer a reduced corporate tax rate where IP income is generated in a particular jurisdiction;
International IP protection - trademark and patent registration through the World Intellectual Property Organization (WIPO), at EU level, or in individual jurisdictions.
