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Manual for supporting the creation of spin‐offs 0
Manual for supporting the creation of spin‐offs Manual for supporting the creation of spin‐offs Editor:
BIC Minho – Oficina da Inovação, S.A.
With support:
Soluciona – Sistemas Integrados de Gestão, Lda
Title:
Manual for supporting the creation of spin-offs
Edition Local:
Braga
Edition Date:
January 2009
Graphical Design and Production:
Newbrain – Formação e Desenvolvimento, Lda
The contents of this publication reflect the views of their authors.
The European Commission is not responsible for any use that can be made of
them.
The use of it by others can only occur with previous authorisation, quoting their
origin and property or personally.
1 Manual for supporting the creation of spin‐offs 2
Manual for supporting the creation of spin‐offs Table of contents
Introduction
5
Part I – Concept of spin-off
9
1.1. Definition
11
1.2. Types of spin-offs
14
1.3. Academic spin-offs
19
1.3.1. Context and triggering factors
17
1.3.2. Opportunities and limitations
19
1.4. Business spin-offs
22
1.4.1. Context and triggering factors
22
1.4.2. Opportunities and limitations
25
1.5. The importance of spin-off companies
Parte II – Panorama of the creation of spin-offs
29
33
2.1. In the European Union
35
2.2. In Portugal
40
2.3. In Spain
50
2.4. In Italy
58
Part III – The creation of a spin-off
65
3.1. The idea
67
3.2. The entrepreneur
70
3.3. Means
73
3.4. Evaluation of the technical and economic feasibility and the market
potential of the idea - The business plan
76
3.5. Models of financing
89
3.6. Creation and launch of the company
92
3.7. Complementary support instruments
107
Electronic resources on spin-offs
1097
Conclusion
113
Bibliography
117
3 Manual for supporting the creation of spin‐offs 4
Manual for supporting the creation of spin‐offs Introduction
5 Manual for supporting the creation of spin‐offs 6
Manual for supporting the creation of spin‐offs Innovation and entrepreneurship are keywords and, more than words, attitudes that
are fundamental in the new global economy. The new economy is the economy of
companies that revolve around networks. It is an economy in which, in the words of
Manuel Castells, productivity and competitiveness of companies, of regions, of
cities and countries, depend on the capacity to generate knowledge and processing
of information. Naturally, the new technologies of information and communication,
together with the expansive nature of this economy, take on a global character.
Globalisation and economy are, therefore, two terms that represent the same
reality, according to Castells: there is no globalisation without the New Economy
and the New Economy, given its dynamics, has to become global.
Entrepreneurship is once again becoming fashionable and is becoming socially
revalued in Europe. In America, the phenomenon started at the end of the 70s and
has become very influential with the development of new heroic deeds of industry
and other services with regard to the information revolution, franchising, small is
beautiful (small companies have become more attractive than big ones for a lot of
older executives) and of the “be your own boss” mentality (Rodrigues, 1999).
The capitalisation of knowledge and the appearance of the entrepreneur university
represent phenomena that are coming to the fore throughout the world. We are
gradually seeing a change of paradigm - from the learning/research university
towards the model of learning/research/entrepreneurship university. This transition
is already occurring in some countries and its generalisation appears to be
inevitable.
The university is therefore continuing to increase its sphere of operation towards
economic development through its close connection with companies and
satisfaction of their needs in areas of technology and innovation, ensuring an
increase of competitiveness and the creation of new jobs.
Competitiveness and productivity are basically determined through innovation,
through simultaneous innovation in the process and in the product.
7 Manual for supporting the creation of spin‐offs However, there are three fundamental elements which, in the opinion of Castells,
determine the techno-economic innovation capacity. The first is scientifictechnological knowledge, which is not only technology, but also the capacity of
organisation, management and administration. The capacity of generating
knowledge and transforming it into information is fundamental to the economy and
for the company. Of course, scientific and technological knowledge depends on a
quality, dynamic and creative university system that is open to companies and to
the market. The second element for the innovation system is the work, with two
features: highly qualified, and above all self-programmable. Self-programmable
work is based on the capacity of personnel to redefine their professional
qualifications throughout life: learn new things, organise what is known in a specific
way for each task and change and evolve in accordance with the rapid
technological and organisational progress. This is absolutely decisive in order to
adapt the qualified workforce to new challenges. The third element to be tackled
here, and which is the determining factor for innovation, is the business culture or
initiative. In Castells’ words, it is not only scientific capacity but also the human
capacity of innovating, self-programmable work and, of course, the desire and
human capacity to transfer knowledge into business initiative: this is what creates
innovation.
With this context as the backdrop, and taking into consideration that this product is
framed within the sphere of a European co-operation project - the Chronos Project which involves partners from different countries of the European Union, this Manual
to support the creation of spin-offs has been structured into three core parts,
complemented with a brief introduction, a conclusion and the bibliography used as
the base for carrying out the work.
This has enabled us to first present the concept of spin-off and the different types
that these can assume, also incorporating the key opportunities and limitations of
this kind of company in a summary fashion. This first part also looks to highlight the
contribution of spin-offs to economic and social development of the territory where
they are located.
8
Manual for supporting the creation of spin‐offs In the second part we have tried to outline the situation of spin-offs in the European
Union, with a more detailed look at countries where the partner organisations of the
Chronos Project are located (Portugal, Spain and Italy). As this is a manual to
support the creation of spin-offs, we think it is very interesting to provide not only
the context and situation of the spin-offs in these three countries but also the
current policies, aid and incentives for the creation of this kind of company.
We
also present some cases of spin-offs created in each of these countries.
In the third part we look at some aspects that are fundamental for the creation of
companies, whether or not these are spin-offs, and which can support
entrepreneurship in the materialisation of business ideas and in the consolidation of
companies. We look at aspects such as the idea, the entrepreneur, the assessment
of business feasibility, followed by a more practical part with regard to the creation
and set-up of companies.
Lastly, we present a brief conclusion on the bibliography used to carry out this work.
We should point out that, throughout this manual, in spite of focusing a little more
on the spin-offs that have arisen from existing companies - the core objective of the
Chronos Project - we also believe it opportune to look at spin-offs that have arisen
at universities, thus conferring a more global and in-depth character to the
document.
9 Manual for supporting the creation of spin‐offs 10
Manual for supporting the creation of spin‐offs Part I – Concept of spin-off
11 Manual for supporting the creation of spin‐offs 12
Manual for supporting the creation of spin‐offs 1.1. Definition
Spin-off is an English term used to designate a new company that is launched from
a research group of a company, university or public or private research centre,
normally for the purpose of exploring a new product or service, which can be of a
high technological nature (giving rise to new technology-based companies), or
which can be based on a new business area. It is quite normal for the former to be
established at business incubators or areas where high-technology companies are
concentrated, and the latter to be established close to the parent company, at least
during the initial stage. The spin-off is therefore an organisation or company that is
launched and emerges from within a larger company or scientific enterprise, but
which has become independent.
In accordance with the definition of the OECD (Organisation for the Economic
Cooperation and Development), spin-offs are: (a) companies created by publicsector researchers (staff personnel, teachers or students); (b) emerging companies
that have technological operating licences created within the public sector; (c)
emerging companies sustained through direct participation of public funds, or which
were created from public research institutions.
Taking into account the broad meaning of the term spin-off, we will state that spinoff refers to the process of creating new companies from others that already exist.
In this regard, we can consider several types of spin-off, starting with academic
spin-offs, but also business spin-offs and, within these, several classifications as we
shall see further on.
13 Manual for supporting the creation of spin‐offs 1.2. Types of spin-offs
Luc, Filion y Fortin (2002) compiled a business spin-offs typology, from which the
following four main kinds can be highlighted:
1. Personnel or business spin-off: the employee commences a project to create
a company with objectives that are different to the parent organisation which,
however, finances, offers resources and know-how to the new company;
2. Strategic spin-off: this is initiated by executives of the controlling organisation in
accordance with specific strategies concerning the industrial and organisational
context, offering employees of the parent company jobs in the new project;
3. Technological spin-off: this emerges when the person that created it has
picked up technological knowledge, in general carried out by the parent company,
very often within the sphere of R&D projects carried out in cooperation with
universities and research centres, which contribute with the transfer of knowledge,
giving rise to the creation of a new company;
4. Classic spin-off: other kinds of spin-offs that emerge within the context of
traditional economy sectors.
Also in accordance with the typology prepared by these authors, and taking into
consideration the kind of incentive for the creation of the spin-off, the following
types can also be considered:
•
Hot spin-off: this occurs in crisis situations and involves strategic
decisions to withdraw the company from certain sectors, the sale of
divisions or decrease of personnel.
14
Manual for supporting the creation of spin‐offs •
Cold spin-off: this is a planned process in which to the employer places
employees in a new project to create a company, which entails
advantageous conditions for all persons involved.
•
Involuntary or resigned spin-off: resulting from a crisis situation.
•
Voluntary or noble spin-off: this is not the direct result of crisis
situations.
Another type, developed by Tübke (2005), makes the distinction between spin-offs
with two main characteristics and two secondary features.
If we consider the main characteristics, we have the differentiation between:
a) Spin-offs related to the nature of the parent organisation.
b) Spin-offs related to the motivation that prompted its creation.
So, if we look at the nature of the parent organisation, we have:
1. Corporate spin-offs: created within other companies.
2. Institutional spin-offs: created at public or private institutions, with
academic spin-offs playing a key part here;
3. Spin-offs at companies with a technological base: this classification
includes both corporate as well as institutional spin-offs, with the
distinguishing feature being the fact that the parent organisation, whether
a company or university, is an organisation with a technological base.
Elsewhere, in line with the motivation that led to the creation of the spin-off, we
have:
1. Entrepreneurial spin-offs: these are the result of innovation and/or
commercial exploitation of research results.
15 Manual for supporting the creation of spin‐offs 2. Restructuring or renewal spin-offs: These arise from corporate or
institutional reorganisation, with the help of the parent company, and
which may stem from different variants:
•
Equity: transactions for the redistribution of shares in companies
recently created in the form of:
- Split-up: spin-off of all subsidiaries of the parent company, with
the parent company disappearing.
- Split-off: some of the parent company shareholders receive
shares of the subsidiary as compensation for waiving shares of
the parent company.
•
Divestment: sale of parts or all of the company:
- Buy-out: those that act may be executives, employees or small
groups of investors, giving rise to different names: management
buy-out; employee buy-out; or leveraged buy-out. In this case,
the parent company normally holds a minority of shares.
- Spin-out: spin-off that does not obtain equity funding from the
parent company.
If we look at the secondary features, we can make a distinction between:
a) Spin-offs with control of the parent organisation;
b) Spin-offs without the parent organisation having any forms of control.
Spin-offs with control of the parent organisation can be:
•
Internal spin-offs: transfer of one part or one unit to another position
within the same company, with transfer or modifications in control of
the share capital.
16
Manual for supporting the creation of spin‐offs These are subdivided into two kinds:
•
Equity carve-out: the parent company sells minority shares through
an Initial Public Offering of a new spin-off created.
•
Tracking stock: the parent company redesignates part of its stocks,
which pursue the core business, by launching a new kind of tracking
stock of the subsidiary company. That new tracking stock is turned
into tax-free dividends for current shareholders.
Part of the tracking stock can also be launched as an Initial Public Offering):
•
Latent spin-offs: internal unit with autonomy that operates like a
spin-off.
•
External spin-offs: formally externalised with regard to the parent
company.
•
Formal spin-offs: formal involvement of the parent company.
•
Informal spin-offs: without the formal involvement of the parent
company.
With regard to spin-offs where the parent organisation has no control, we also
have:
•
Friendly spin-offs: these are set-up with the consent of the parent
organisation.
•
Hostile spin-offs: these are set-up without the consent of the parent
organisation.
Together with business spin-offs, the spin-offs that stem from research work carried
out at universities and which are created by the corresponding research group are
also very well known. A large part of spin-offs start life at universities or public
research centres. These universities or enterprises, from where new companies
17 Manual for supporting the creation of spin‐offs start life, carry out the function of parent or incubator and support the launch of the
spin-off.
The spin-offs have their own legal structure, independently of the university of
parent enterprise. These are therefore newly created companies which are
commonly called academic spin-offs.
We should also add those cases in which we are faced with companies created by
recently graduated individuals or postgraduates which, in some way, come about
through the university and receive some support from this party. In these cases, we
are faced with a type known as graduate spin-off, a kind of academic spin-off.
18
Manual for supporting the creation of spin‐offs 1.3. Academic spin-offs
1.3.1. Context and triggering factors
Academic spin-offs function as an interface between the academic and business
means, contributing to the transfer of knowledge and scientific research generated
at universities and companies which, in turn, are applied to the products, services
and productive processes. They also help bring universities closer to society.
Elsewhere, when the spin-offs are created by the teaching profession, elements of
the research area or students of universities, and in spite of being profit-making,
normally have the institutional backing of these enterprises.
One example of a group of spin-offs is the well-known Silicon Valley, which resulted
from the efforts of Stanford and Berkeley Universities in California (USA), as well as
Route 128, created by MIT (Massachusetts Institute of Technology), in the field of
biotechnology, in the region of Boston (USA). These examples doubtless reflect the
huge advance of the USA in the subject matter and the backwardness of Europe,
which is still in its infancy with regard to the creation and development of spin-offs.
The favourable climate for the appearance of these initiatives is a basic element
and a role that must be assumed by universities, beyond stimulating research and
the creation of knowledge.
A further example of technology transfer and training of high-technology companies
is the Commercial Technology Programme of NASA, which enabled transfer of
different NASA technologies to the private sector. Since 1976 this agency has
provided technology transfer and the use of these technologies for about 40 or 50
commercial products a year.
19 Manual for supporting the creation of spin‐offs The incentive for the appearance of spin-offs must therefore be an aim of
universities, not only because of the economic dynamics they generate but also for
the creation of jobs they propitiate for the research team, teachers or students,
constituting credible career alternatives.
Academic spin-offs are therefore an important source for the creation of highly
qualified employment, which stays in the region and which otherwise would have a
tendency to abandon the region and look for jobs in other areas, impoverishing the
origin of the knowledge, know-how and scientific capital.
By the same token, the spin-offs contribute strongly to carrying out the university
mission, representing an additional motivation for scientific research. Elsewhere,
funding for support to research increases when there are spin-offs. Another kind of
support we should mention lies in the study grants for students of the third level and
doctorate level that join the spin-off teams.
Without doubt, academic spin-offs attract personnel from the research area as well
as skilled and talented students and, elsewhere, they make a significant
contribution in eductaion and training of students in the respective areas of
research with an element of entrepreneurship and innovation tied to the
technological components. This has contributed to the training of highly qualified
professionals at the service of innovation and economic development.
20
Manual for supporting the creation of spin‐offs 1.3.2. Opportunities and limitations
There are also clear advantages for universities with the appearance of spin-offs.
To commence with, through valuation of the work carried out that these represent
and also because of the dynamics they contribute to the university structures. Many
also choose to create integrated organisations whose purpose is to support
technology transfer and the creation of companies. To this end, they place a set of
specialised services at the disposal of researchers and entrepreneurs, which can
range from market studies through to the compilation of business plans, as well as
administration of industrial property. In certain situations, at the initial stages of
companies, these organisations can have a shareholding that can reach 50% of the
total equity interests or shares.
By way of example, and to demonstrate the opportunities that exist within the
sphere of technology and innovation and in the transfer of these to the market, we
can state that based on known data, UK universities create one spin-off for every
25 million euros invested in R&D, one invention for each 2 million euros of
investment and one spin-off for every 13 company ideas/projects protected by a
patent.
We should also mention the huge contribution that the spin-offs can represent
within the sphere of creating highly qualified jobs.
It is also worth mentioning the transformation of the profile of a university that backs
the creation of spin-offs, as it places the result of its research efforts at the service
of the market and society in general and becomes an entrepreneurial university,
with positive effects on the promotion of social and economic development in its
territorial zone of influence.
21 Manual for supporting the creation of spin‐offs This therefore verifies the existence of a fairly propitious context for the appearance
of spin-offs, fundamentally with a technological base, from the research centres that
belong to the university circuits. The elements of the research area that detect a
commercial exploitation opportunity of technological innovations that arise in the
laboratory or research centres possess high level technical knowledge, comparable
to the technical knowledge that exists in R&D departments of companies, mainly
larger ones. However, there are differences between the spin-off companies that
start life at universities and those that are launched from innovations generated at
another company. The main difference is that the university does not offer support
or have the management experience (marketing, production, finances, etc.) of a
commercial company. Moreover, collaborating personnel of a company's R&D
department have other market ideas and focuses, acquired through their work
experience within a business context, while the professional career of university
research personnel mainly forces them to pursue scientific or academic interests.
The knowledge and awareness deficit with regards to the commercial and
management aspects of a project or company therefore represent a serious
disadvantage for academic entrepreneurship.
In this regard, at the time of setting-up an academic spin-off, the aspects that can
determine the success or failure of the project must be properly weighed up. Some
are of a more fundamental nature, tied to the university's regulations and to the
legal system in general; others are more specific, and we can mention the following:
•
Lack of entrepreneurial nature: scientific institutions have not
developed a policy to promote entrepreneurship or the characteristics
of an entrepreneurial university. There is no social culture related to
risk and which accepts the habitual failure of spin-off projects with a
high commercial risk.
•
Lack of experience of the team promoting the invention:
generally speaking, the party that promotes new ideas with
commercial potential has no experience or knowledge with regard to
22
Manual for supporting the creation of spin‐offs corporate
administration
and
management.
The
number
of
entrepreneurial individuals with business knowledge and a solid
background in scientific and technological areas is not enough to
respond to the business development of potential ideas that will
reach our scientific and technological incubators and parks in the
near future.
•
Lack of share capital: the funding cycle is still underdeveloped.
There is, however, a weak tradition in Europe with regard to friendly
capital, business angels, and little venture capital investment
specialised in innovative companies with a technological base and
high risk.
23 Manual for supporting the creation of spin‐offs 1.4. Business spin-offs
1.4.1. Context and triggering factors
The business dynamics of Europe must be more efficiently promoted. There is a
need for more new and successful companies that wish to make the most of the
opening-up of the market and assume risks in the sense of commercial exploitation
of innovation over a broader range. This is doubtless a role to assumed by business
spin-offs.
Halfway through the last century, economists forecast that large companies would
end up being controlling companies. The size was necessary to obtain economies
of scale, explore foreign markets and continue following the regulations and new
opportunities offered by technology. In fact, in the 1960s and 1970s, large
companies dominated the economy. Since then, this trend has reversed. Large
companies have been streamlined through restructuring, outsourcing of services or
reducing staff levels, and the number of entrepreneurs in OECD countries
increased from 29 million to 45 million between 1972 and 1998.
The results from R&D or from innovation at large companies that do not wish to
exploit them may be commercialised by spin-offs managed by ex-employees, a
practice also known as intrapreneurship. For example, over the last five years,
almost a quarter of Dutch companies have helped workers to create their own
companies. Although the majority of companies favour intrapreneurship, the
initiative is left in principle to the workers. However, many employers provide
assistance when the spin-off is launched, for example in areas of knowledge,
contacts, work or financing.
Several authors have already dealt with the source of these companies. Danielle
Luc, principally, points to the following as the key conditions of context and
triggering factors of a business spin-offs:
24
Manual for supporting the creation of spin‐offs 1.
External means:
•
Spin-off legitimation (through a licence or national law);
•
Industrial policy that favours the spin-off;
•
Financial incentive programmes of a governmental nature or
other to support the spin-off;
2.
•
Regional resources in charge of promotion and service;
•
Social valuation of the spin-off performance;
•
Network or association of source and satellite companies;
•
Market structure, assessing the restructurings.
Organisational context (at the parent company):
Within a corporation relationship:
•
Organisational culture that values initiative and autonomy;
•
Propitious organisational climate for new ideas;
•
The existence of a structured spin-off programme;
•
Different aid and support, based on needs;
•
Examples of successful spin-offs already carried out;
•
A relationship of association and collaboration between the
management of the parent company and the management of the
spin-off;
•
Ongoing supervision during the start-up.
In a crisis situation:
•
Situation of human resources;
25 Manual for supporting the creation of spin‐offs 3.
4.
26
•
Different perception of an opportunity;
•
Change of management;
•
Change of strategic orientation.
Leader of the parent company:
•
Vision;
•
Management style;
•
Incentives;
•
Background.
Future creator of the spin-off:
•
Desire to create a company;
•
A wish to be autonomous;
•
Business background;
•
Incentives;
•
Knowledge of the activity of the sector in question;
•
Personal financial and support means.
Manual for supporting the creation of spin‐offs 1.4.2. Opportunities and limitations
It is natural that large or small companies cooperate within the sphere of mutual
interests.
Alliances between small and large companies are ever more important in so far as
they enable the flexibility required in the innovation economy and also the critical
mass to conquer markets on a large scale. Large companies access new markets,
technologies and innovations, and smaller companies can take advantage of better
access to funding, credit and networks. These relationships occur between
business spin-offs and parent companies.
In this regard, business spin-offs can assume an important role in the reinvigoration
of the economy, leading to a set of opportunities highlighted below:
•
They are normally SMEs that have arisen from large parent
companies, as SMEs are more dynamic, more flexible companies
and create more jobs in all countries;
•
They can generate innovation more easily;
•
They employ highly qualified workers;
•
They offer greater flexibility with regard to cooperation, creation and
participation in networks.
Of course, we can also point out some restrictions or disadvantages of spin-offs,
including the following:
•
They do not have as many resources as a large company;
•
They have difficulties when it comes to competing with large
companies in the market, at least at the beginning.
27 Manual for supporting the creation of spin‐offs Elsewhere, when the spin-off arises from the interests of one or more collaborators
and is not directly an entrepreneurial effort on the part of the parent company, other
restrictions can appear:
•
The lack of tutelage, advice and opening-up to the exchange of
information with ex managers or ex directors;
•
The lack of financial support of the parent organisation for setting up
a new business;
•
The lack of other kinds of support from the parent company (for
example, networking, loans or donations of infrastructures or
equipment, etc.).
When the spin-off is appropriate for both the parent company as well as
collaborating personnel, the supply of the aforementioned elements is normally
assured, thus contributing to the success of the new company.
28
Manual for supporting the creation of spin‐offs 1.5. The importance of spin-off companies
Spin-off companies usually have a huge impact in economic, social and
technological development of the area where they are located, as well as on their
surroundings. There are different reasons that justify the impact caused by spinoffs, inter alia:
a)
They normally generate high economic value due to the production of
innovative products with high value-added, to satisfy needs and desires of
specific and discerning clients;
b)
They create jobs, especially for the highly qualified population;
c)
They promote investment in issues of research development, fostering the
appearance of new technologies;
d)
They have an economic impact that is strongly localised and end up
contributing to local and regional economic and social development.
In the case of spin-offs as a result of research works, the diagram shows the impact
that these results may have on science and society as a whole, naturally including
the university where the research is carried out or even the parent company where
the R&D project is performed, when these results are commercially exploited by
company.
29 Manual for supporting the creation of spin‐offs Fig. 1 –
The impact of economic exploitation of the results from the research work, adapted from Maria H. Araújo et
al. (2005)
The researcher takes on the multiple roles of carrying out scientific research and
creating wealth and social development through their work. By the same token, the
entrepreneur or potential entrepreneur that progresses towards creation of the spinoff from a parent company also contributes to the creation of value-added and to
the creation of jobs.
The spin-off companies can produce direct, indirect and intangible economic
impacts.
In the United States there are already specific data on these economic impacts: On
average, between 1980 and 1999 academic spin-offs generated approximately 10
million dollars per company.
With regard to indirect economic impacts, by way of an example we should mention
the case of Route 128, a region of Boston (United States), the congregates a large
number of high-technology companies, especially in the field of biotechnology,
30
Manual for supporting the creation of spin‐offs closely connected to the MIT (Massachusetts Institute of Technology). According to
studies carried out, it is calculated that in the 1990s 72% of high-technology
companies that were created can be traced back to technologies developed at the
university. In France, certain studies carried out between 1987 and 1997 estimate
that 40% of technology-based companies that were created were spin-offs, thus
confirming the strong dependency of high-technology sectors with regard to R&D
work carried out the universities.
As far as intangible economic impacts are concerned, more difficult to measure, this
can cause significant effects depending on the study context. In the case of
Sweden, for example, academic spin-offs lead to economic diversification of the
area, minimising possible negative impacts stemming from industrial concentration
in a single sector and thus increasing economic stability.
Spin-off companies also provide a strong contribution to local development. They
transform technologies developed at universities or in company research projects
into business opportunities. By establishing themselves usually within the same
territory as the university or parent company, for reasons of proximity and
cooperation, all the economic activities of a spin-off tend to be local, such as the
procurement of human resources or the purchase of materials and equipment, inter
alia. All of these factors naturally have a multiplying effect on the local economy.
These companies also have a strong tendency to form clusters, viz, a local
organisation of companies whose activity is focused on the same area or sector. In
turn, these clusters tend to spread to other sectors, such as, for example, venture
capital companies, which tend to assemble the support infrastructure for the
creation of new companies, support services to companies with regard to
management, consultancy, accounts, marketing, etc.
The concentration of spin-offs around universities or research centres can also give
rise to the appearance of technological parks that give preference to companies
with a technological base and also offer space to set up companies, common
services to support the business activity and support to associations and to
31 Manual for supporting the creation of spin‐offs networking, cohabitation centres and the exchange of experiences, hotels, leisure
areas, management structures, etc.
32
Manual for supporting the creation of spin‐offs Parte II – Panorama of the creation of spin-offs
33 Manual for supporting the creation of spin‐offs 34
Manual for supporting the creation of spin‐offs 2.1. In the European Union
The conversion of research into innovation and products is boosted in the Lisbon
Strategy of 2000. That year, the European Council of Lisbon set the strategic
objective of transferring the European Union into the most competitive and dynamic
economy of knowledge in the world by 2010, capable of long-lasting economic
growth accompanied by a quantitative and qualitative improvement of employment
and greater social cohesion.
In 2002, the European Council of Barcelona agreed that member states should
endeavour to reach an expenditure level of 3% of GDP in research and
development until 2010.
The department of statistics of the European Union has recently launched the
publication Statistics on Science and Technology in Europe, which presents the
European trend in science and technology using a comparative base with the USA
and Japan.
In 2001, the average expenditure on research in the European Union represented
1.98% of GDP, estimated at 1.99% for 2002. These values are far behind those
recorded in the USA (2.80% in 2000) and in Japan (2.98% in 2000).
The existence of an environment that favours the creation and development of
companies is essential in achieving these goals. The European Council adopted the
Small Companies Charter, which includes recommendations targeted at small
companies so they can make the most of the knowledge-based economy. The
European Commission carries out initiatives within this sphere, including annual
reports of application concerning the efforts of member states and of the
Commission in the sense of reaching the goals of the Small Companies Charter,
the report on activities of the representative for SMEs and the upcoming
Communication on the Innovation Policy.
35 Manual for supporting the creation of spin‐offs The importance of the entrepreneurial spirit was reaffirmed in the report presented
by the Commission to the European Council in spring 2003, with special focus on
increased investment, jobs and growth through knowledge, innovation and business
dynamics.
The biggest concern is therefore companies and their development, but here there
is also the possibility of the invention that results from research and its development
through to the creation of new concepts of commercialisation, moving through the
adaptation of production procedures, the exploitation of new markets or the
mobilisation of new organisational focuses. Moreover, spin-offs normally pool
together all these items, thus constituting a reference point in the assessment of
compliance with the Lisbon Agenda by the different member states.
What role does a spin-off company in Europe play? Where is it going? Is there
effective support from European organisations to these newly created companies?
A report published in 2004 under the title of Technology Tranfer Institutions in
Europe provides us with a fairly in-depth view of the situation of technology transfer
in Europe, viz, of the existing relationship between research and business. In this
report the spin-offs appear as key players in an ever-intensified process which is
technology transfer innovation.
Compared with the United States, the situation of spin-offs in Europe is still in its
infancy. And if we analyse the different countries that make up the EU, we will
naturally come across a huge diversity. It is true that there are a lot of data and
statistics within this sphere and the policies are ever more specific and abundant.
Technology transfer is, in effect, the central core that leads to the creation of these
companies in the European Union, for the purpose of implementing results from
research processes, applying this to industry and subsequent commercialisation.
But also innovation, more specifically organisational innovation and product
innovation, as well as the development strategy of companies, or even the
36
Manual for supporting the creation of spin‐offs cooperation with universities and R&D units, very often leads to the creation of spinoffs within a business context.
There is a programme in the European Union on the innovation policy, the
purpose of which is to support innovation in Europe. It serves as a platform for the
political class of the Union and member states to discuss, analyse and launch
initiatives within the sphere; it also serves to allow the European Commission to
continue promoting innovation; moreover, it also facilitates the take-up of
recommendations, publications and studies that support the future of these policies,
both internationally as well as nationally.
The European Commission, through the PRAXIS Programme, which was in force
until recently, helped and promoted innovation initiatives and projects.
The PRAXIS promotes creation and development of innovative companies and
spin-offs in Europe for the purpose of contributing to economic development and
growth of jobs.
The PRAXIS programme had two key objectives:
•
To improve the exchange of excellence and local and regional
innovation;
•
To have an instrument of cooperation and of knowledge and to learn
through the exchange of information, sharing experiences.
Now that the PRAXIS Programme has finished, with a very positive balance, we
have the PRO INNO Europe 2008-2011. The PRO INNO Europe is the new
initiative from the Directorate General of Business and Industry, which aims to set
itself up as the main programme of the policy for innovation, learning and
development in Europe.
37 Manual for supporting the creation of spin‐offs Attention must also be paid to the 7th Framework Programme for Research and
Development (2007-2013), of the European Commission, which intensely supports
R&D activities in Europe.
The 7th Framework Programme (FP-7) forms part of a series of multi-year
programmes that have constituted the main financial instruments of the European
Union for the promotion of research and development since 1984.
The FP-7, together with other instruments, such as the CIP-Competitiveness and
Innovation Framework Programme for the field of innovation, aims to contribute
to fulfilling the European growth and competitive objectives laid down in the Lisbon
Agenda.
The structure proposed for the 7th Framework Programme is based on four
specific programmes understood as four basic research elements in Europe:
cooperation, ideas, persons and skills.
Within the sphere of cooperation, the aim is to support R&D projects developed
through
transnational
cooperation
between
universities,
research
centres
(laboratories) and companies.
This programme receives most of the budget and is organised into four subprogrammes: 1) European R&D projects in cooperation and of excellence; 2) joint
technological
initiatives
based
on
technological
platforms,
creation
and
development of initiatives geared at future industries; 3) coordination of noncommunity R&D programmes; 4) international cooperation (EU and other
countries).
Within the sphere of ideas, it assesses the funding of research teams that compete
at a European level to motivate creativity and excellence, under the supervision of
the European Research Council.
Within the sphere of individuals, it assesses the funding for training, mobility and
career development through the Marie Curie Actions to foster human potential in
science and technology.
38
Manual for supporting the creation of spin‐offs With regard to the scope of skills, it supports research infrastructures, research
geared at SMEs, research potential of European regions (knowledge regions) and
realisation of the full potential of European Union research, in a sense of building an
effective European Society of Knowledge.
The priority areas proposed for the FP-7 are as follows:
1.
Health;
2.
Food, agriculture and biotechnology;
3.
information and communication technologies;
4.
Nanoscience, nanotechnologiess, new production technologies;
5.
Energy;
6.
Environment and climate changes;
7.
Transport and aeronautics;
8.
Socioeconomic sciences and humanities;
9.
Space and security.
There is also a proposal for a specific framework programme for training and
nuclear research activities within the European Community of Atomic Energy
(Euratom), to be set up between 2007 and 2011.
Taking into account the project’s network of collaboration within which this work is
performed – the Chronos Project - which includes organisations from three EU
countries - Portugal, Spain and Italy - below we give a brief presentation of the
current priorities within the sphere of science and technology and innovation in
each of these countries, specifically with regard to the creation of new technologybased companies.
39 Manual for supporting the creation of spin‐offs 2.2. In Portugal
Portugal has defined scientific and technological development as a national priority.
The Portuguese government's programme (2005-2009) includes, as one of its main
instruments of science, technology and innovation, the Technological Plan, which
represents one of the key priorities in terms of public policies.
The basic principles of the national strategy are as follows:
•
Invest in technical and scientific knowledge and qualification;
•
Invest in human resources for science and technology and in the
scientific and technological culture of the population in general;
•
Invest in public and private research and development institutions,
and in reinforcing their responsibility, organisation and networking;
•
Invest in internationalisation, combining quality and evaluation, in
accordance with the best international practices;
•
Invest in ideas and in commercialisation of science and technology,
in a growing global economy, contributing to sustainable growth and
to boosting scientific employment through a new generation of
companies with a scientific and technological base.
Portugal has a National Science and Technology System which, combined with the
European programmes, constitutes the base of technology transfer, of innovation
and subsequently of the majority of spin-offs that are created in the country.
By way of example, please see publication of Law 40/2005, which creates the
SIFIDE (system of tax incentives in business research and development), making
the costs of IRC taxpayers (tax on profits and corporate tax) deductible with
40
Manual for supporting the creation of spin‐offs registration and maintenance of patents and with the acquisition of patents that are
predominantly targeted at R&D activities.
In issues of legislation, the creation of spin-offs in Portugal must follow the general
legislation governing the creation and registration of companies. Naturally, as these
are academic spin-offs, the articles of association and regulations of the university
where the idea arises must be taken into consideration.
Within this sphere, when these are technology-based companies with a strong
innovation component, special attention must be paid to legislation governing
intellectual property and registration of patents.
The Agência de Inovação is the organisation that supervises the process for
creating new companies with a technological base through its promotion schemes.
The Agência de Inovação belongs to the Ministry of Science, Technology and
Higher Education (which possesses 50% of the share capital), to the Ministry of
Economy (which has 17% of share capital) and to private investors (with 33% of the
share capital). It promotes innovation and technological development, facilitating
relations between these two worlds: those of research and business.
The promotion of the entrepreneurial spirit and the creation of technological
companies are priority areas of operation for the Agência de Inovação. Within the
scope of the MCA III (community support framework) which is finishing now, the
specific programmes targeted at these objectives were in essence: NEOTEC (with
the aim of promoting the creation of technology-based companies with high
potential for growth and with the purpose of transference of scientific knowledge to
the production sector); NEST (for the purpose of promoting technology-based
entrepreneurship through the creation of a capital network that supports new
companies created at universities); NITEC - TR+D at companies (which aim to
support projects aimed at reinforcing productivity, competitiveness and insertion
into the global market of companies through the creation of business cores of
technological research and development); the Innovation Networks programme
(channels through which knowledge is passed dynamically, so that the knowledge
41 Manual for supporting the creation of spin‐offs created and developed at universities materialises in the market, either through the
creation of new companies or through R&D activities carried out at companies that
have already been consolidated).
As a result of finalisation of the MCA III and commencement of the MREN (National
Strategic Reference Framework) which shall come into force during the 2007-2013
period, Portugal is currently reformulating its programmes.
In this regard, we can already mention the known programmes that support
innovation and technological research and development in Portugal, although there
will naturally be others launched in the near future within the sphere of the MREN.
The following are currently in force:
1. Innovation Incentives System (SI Inovação): The purpose is to promote
innovation within the business fabric through the production of new products,
services and processes that support their progression along the value chain and
reinforcement of their focus on international markets, such as stimulating qualified
entrepreneurship and structured investment in new areas of potential growth.
2. Research and Technological Development Incentives System (SI TR&D):
The aim is to intensify national TR&D efforts in the creation of new knowledge to
increase the competitive nature of companies, promoting articulation between these
companies and the STS (scientific and technological system).
For illustrative purposes, we now present some examples of Portuguese
technology-based SMEs with STS activity that were created at universities and/or
research centres, mainly between 1995 and 2002, within the sphere of the
NEOTEC – New Technology-based Companies initiative, mentioned previously,
and which have experienced high-growth and significant international recognition.
All of these companies are spin-offs.
42
Manual for supporting the creation of spin‐offs ƒ
Chipidea is the leader in the world of intellectual property (IP) of
silicon microelectronics and mixed signal, targeted at rapid growth in
wireless and with wires communications market sector, as well as
digital electronics of consumption and content.
In accordance with
data for 2005, it leads the worldwide ranking both with regard to IP of
analog/mixed signal as well as data conversion, and is second
worldwide in both IP of USB as well as Audio/Power/RF, with
worldwide market shares of 20%, 22%, 19% and 19% respectively,
and annual growths of 41%, 53%, 105% and 102% respectively. It
has 312 persons employed around the globe, of which more than 260
are engineers, including 18 doctors and 52 postgraduates. It was
incorporated in February 1997 by 3 professors from the Department
of Electrotechnical Engineering and Computers of the Higher
Technical Institute (IST), with R&D activities at the Institute of
Telecommunications based at the IST. Chipidea has had twin-digit
annual growth, and since 2002 has been a member of the group of
500 European companies with the most rapid growth. It is financed
by leading investment personnel in technological areas. With
headquarters in Portugal, it has engineering centres in Portugal
(Lisbon and Oporto), Poland (Gdansk), Belgium (Lovaina), China
(Macao, Suzhou), Norway (Trondheim) and France (Caen), and has
continually attracted and retained talented engineers to offer worldclass analog-mixed signal circuits that satisfy the needs of current
demanding consumer products. It provides marketing services and
professional support organisations in the USA (Newark [New Jersey],
Austin [Texas], Carlsbad and Campbell [California]), in several
European countries (Portugal [Lisbon], United Kingdom, Ireland,
France [Paris], and Belgium [Lovaina]), in Israel (Tel Aviv), in China
(Suzhou, Taiwan), in Japan (Tokyo), in South Korea (Seoul) and in
Singapore, to ensure it remains in touch with current trends that
designer teams need to produce world-class products. In 2005 it
received the 1st Entrepreneurship Award of the INSEAD Alumni
43 Manual for supporting the creation of spin‐offs Association and the CMS Gold Award of the Year 2005 for the
development of a high-speed and high-performance analog-digital
converter in submicronics technology within the sphere of its
cooperation with the CERN (European Nuclear Research Center); in
2003 it received the World Quality Commitment International Star
Award (WQCISA) in Paris. In August 2007 Chipidea joined the MIPS
Technology Group, with headquarters in the United States of
America, which is the second-biggest IP company of semiconductors
in the world and the biggest in the world in analog IP having acquired
Chipidea, which topped the worldwide market of independent
suppliers of analog and mixed signals IP. MIPS was founded in 1984
by John Hennessy, Professor and now President of Stanford
University, which led RISC processors back then. MIPS is leader in a
huge set of high-volume and high-growth market segments: cable
modems (95%), cable STB (76%), commercial colour copiers (73%),
VoIP applications (72%), DVD recorders (70%), colour laser printing
(62%), digital television (59%), WLAN access (55%), DSL modems
(52%), Internet backbone (40%) and satellite STB (30%).
ƒ
yDreams is a company that provides technological solutions. It was
incorporated in June 2000 by specialists of international prestige in
information, telecoms, image processing, geographical information
systems and engineering of the environment systems, and was
developed by the Science and Technology Faculty of the
Universidade Nova de Lisboa and the Centro de Modelação
Ecológica so IMAR (Instituto do Mar), with headquarters at that
faculty. The company currently employs over 150 persons and
develops pioneering technology registered under patent in a variety
of areas, expressly in spatial data mining, interactive means,
increased reality and advanced interactive games. It develops
products, personalised solutions and services for four key markets
through several divisions: advertising, entertainment, education and
44
Manual for supporting the creation of spin‐offs culture, and the environment. yDreams has forged a distinguished
reputation for the creative use of technology, both in Portugal as well
as all other markets where the company operates, including the
Netherlands, France, Spain, the UK, Germany, China, Brazil and the
USA. In 2005, yDreams was recognised as one of the emerging
European companies in the sphere of telecommunications and
selected to be described and presented at the CNBC Europe. The
company's business profile was split into four blocks and broadcast
between 23-28 February 2006.
ƒ
ALERT Life Sciences Computing, SA is a company dedicated to
the
development,
distribution
and
installation
of
integrated
applications of clinical software within a paper-free and intuitive use
environment for the healthcare industry. The company, incorporated
in 1999, has more than 260 employees. It has facilities in Portugal (in
Oporto, where it began life), Spain, Netherlands and the USA (in
Virginia, California, Florida, Georgia and Pensilvania). Its products
have been adopted by 64 hospitals and 105 first-aid centres and
have enabled paper free services to be offered at 16 hospitals. The
company has experienced annual three-figure growth over the last
three years.
ƒ
SISCOG is a company that supplies systems software to support
decisions
for
planning
and
management
of
resources
at
transportation companies, especially railway ones, but also airlines. It
was founded in1986 by two artificial intelligence professors from the
Higher Technical Institute and currently employs 45 persons. Its crew
management product has been set up with different customers: NS
Reizigers (Dutch Railways), CP (Portuguese railway company), NSB
(Norwegian state railway company), WAGN-West Anglia Great
Northern Railway, Metropolitano Lisboa, DSB S-tog (Copenhagen
underground trains), DSB (Danish state railway company), VR
(Finnish railway company), Deutsche Bahn AG (German railway
45 Manual for supporting the creation of spin‐offs company) and London Underground (tube). Other companies are:
BRISA (highway operator in Portugal) and IBERIA (Spanish airlines).
In 1997, SISCOG received the Innovative Application Award from the
American Association for Artificial Intelligence and an Honorary
Mention in the Silicon Prize; in 2003 it once again received the
Innovative Application Award, and was nominated in 2006 for the
Computerworld Honors Laureates, where it made the top five of
information technology companies in the transport sector.
ƒ
WIT-Software was founded in 2001 with its base at Coímbra
University and it develops applications for the telecoms industry, in
particular for mobile communications operators and companies that
need to integrate business applications with mobile equipment. It
currently has just over 20 employees and has experienced annual
growth of around 30% since its creation. Its clientele includes:
Vodafone, P&G, Panasonic, SIC, Caixa Geral de Depósitos,
Telefónica, Alcatel and Banif.
ƒ
ISA – Remote Management Systems is a telemetry company that
supplies innovative remote management systems with wide ranging
application: gas, oil, chemical products, water and drainage networks,
industry, environment and home automation. It was founded in 1990
through the faculty of Sciences and Technology of Coímbra
University and has over 30 employees. Its clients include: Shell
Global LPG, BUTAGAZ, BP, Repsol YPF and SHVGas/PrimaGaz,
which enable it to be a global leader as telemetry supplier for the gas
and oil sectors. It has also developed electronic data acquisition
systems for extremely demanding laboratories, more specifically the
European Space Agency and nuclear fusion laboratories. The ISA
has 15,000 remote monitoring systems in over 20 countries on the
five continents, from Finland to Australia, via the Middle East, Africa
and Brazil. 70% of its results involve exports from Portugal. In 2006 it
received the Innovation Award from the Business Utilities Awards and
46
Manual for supporting the creation of spin‐offs was runner-up in the Business Performance Award. It has offices in
Portugal, Spain, France, Germany, Poland, Israel, South Africa and
Brazil.
ƒ
Critical Software supplies solutions, services and technologies in
critical information systems for missions and businesses. It provides
assistance
to
companies
in
different
markets,
including
telecommunications, the public sector, industry, aerospace sector
and defence. The company was created in 1998 by a research group
from the Faculty of Sciences and Technology of Coímbra University,
associated to the Computer and Systems Centre with headquarters
at that university. It currently employs around 180 individuals and has
premises in Coímbra, Lisbon and Oporto (Portugal), in San Jose
(California) and Southampton (UK). It grew by 80% between 1999
and 2001 at an annual rate of 50% between 2000 -2004. Among its
many clients are Alcatel Space Industries, ChevronTexaco, Delphi
Delco Electronics Sys., Det Norske Veritas, Deutsche Telekom A.G.,
ESA (European Space Agency), Eumetsat, FUE-Swedish Defense
Research, Honeywell Space Systems, IBM, Infineon Technologies,
NASA, SAAB Technologies, Siemens S.A., VCS Gmbh, Vodafone
S.A. and VTT Finland, Westland Helicopters. In 2005 it won the
Infovision award for the best Broadband Appliance del International
Engineering Consortium.
Some ICT technology-based SMEs that were created during the same period from
established economic groups have also enjoyed high growth and a significant
international presence. For example:
ƒ
Enabler is an international company offering information and
business services technologies that supplies value-added for some of
the best-known retailers around the globe. It has over 300 employees
47 Manual for supporting the creation of spin‐offs and a business turnover of €M30 in 2005. The success of Enabler is
based on the knowledge it received in the retail sector of the SONAE
group, of which it formed part, and through the successful balance
between innovation and pragmatism. Incorporated in 1997 in Oporto,
the company has grown swiftly and now has branches in Portugal,
the UK, Germany, Italy, Spain, France and Brazil, as well as clients in
many European countries and growing numbers in North America,
Latin America and Asia. Its customers also include some of the main
worldwide retail companies, including Tesco, Nisa-Today’s, Sonae,
AVA, Esprit and Despar. In 2006, Enabler joined WIPRO Technology
Group, with headquarters in India.
ƒ
WeDO Consulting is an information systems consultancy that
commenced its activities in 2001 and now has 240 consultants. It has
offices in Portugal, Brazil, the UK, France, Germany, Egypt and
Malaysia. It was chosen by the Yankee Group (the US company that
has provided active consulting in telecoms for the last 30 years) as
one of the worldwide leaders in guaranteeing the provision of high
revenue. Its clients include: Brisa, Vía Verde, Açoreana, Vodafone,
Polska Telefonia Cyfrowa, Vimpelcom, Amena, Auna, TeliaSonera,
Oi, Telemar, Telefónica, Brasil Telecom, Optimus, Novis and AIS.
ƒ
Altitude Software is an information systems provider for contact
centres founded in 1995; it employs 220 persons. It has offices in 14
countries, specifically in the following cities: Lisbon, Brussels,
London, Madrid, Paris (Europe); Austin, Chicago, Toronto (North
America); Manila, New Delhi and Peking (Asia); Mexico City and São
Paulo (Latin America); Dubai and Tel Aviv (Middle East) and Cape
Town (Africa). It has 700 product installations, operative in 15
countries with around 170,000 persons licensed to use the products.
It has collaboration agreements with systems integration leaders
such as: Accenture, Cap Gemini, Siemens Business Services, Actos,
Origin and Soluziona. It also has business agreements with Avaya,
48
Manual for supporting the creation of spin‐offs British Telecom, Crane Telecommunications, Dimension Data,
Devoteam, Cofratel and NextiraOne, and holds development
agreements with several companies, including Alcatel, Avaya, Cisco,
Microsoft, Nortel, Oracle, Philips, SAP, Siebel and Siemens. Its
clients include: Transcom, Cruz Roja Española, Otis Zardoya,
Vodafone, Credit Agricole, Credit Mutuel, SNBrussels Airlines, Renfe,
Telefónica, Repsol, Amena, Teleperformance, Santander Central
Hispano,
BRE
Bank,
Portugal
Telecom,
Gobierno
Regional
Flamenco, Saudi British Bank, HSBC, Dun & Bradstreet, Sitel,
Franklin Templeton, Provident Bank, Coopervision, TeleTech,
Unibanco, Vivo, Banco Itaú, Telemar, etc. It received the Customer
Inter@ction Solutions® Magazine’s 2006 Product of the Year Award
and was elected Best Multi Channel Contact Center Solution at the
ContactCenterWorld.Com 2006 Members’ Choice Awards. In 2005 it
won the Call Centre Solution Of The Year award at the Channel
Network Awards and was also recognised as Best Outbound Contact
Centre Solution at the ContactCenterWorld.Com's 2005 Members'
Choice Awards, and also the 2004 ContactCenterWorld.Con
Members' Choice Award.
This information has been taken from the http://www.umic.pt. Further information is
available at http://www.neotec.gov.pt.
49 Manual for supporting the creation of spin‐offs 2.3. In Spain
Spain has registered surprising levels of growth in recent decades, clearly helping
to reach the desired European levels of convergence. In 1990, per capita GDP was
87.6% of the average of the EU-25; this reached 98.4% in 2007. The aim is to
reach 100% by 2010.
Over the last four years Spain has implemented the strategy recommended in the
Lisbon Agenda, which is well known in as far as the data show growth of 14% in
investment in R&D for 2005. With a situation in 2000 where investment in R&D was
just 1% of the GDP, Spain aims to reach 2% by 2010 (despite the fact that the goal
of the Lisbon Agenda is 3%).
Within this context of economic growth based on the increased productivity and
increased competitiveness, R&D plays a fundamental role. The new 2008-2011
National R&D Plan considers the challenges faced by the economy within the
spheres of innovation, productivity and competitiveness, and attempts to respond to
the economic and social development demands of the country. The key factors of
the new plan are the human capital, research, development and innovation. The
National R&D Plan forecasts that by 2011 the private sector will finance 55% of
gross expenditure in research and development.
Taking into account the extreme importance of R&D for economic and social
development, the Spanish Government defined the Action Plan for the development
of human resources in S&T, the growth of private investment in R&D and the
increase of public funds in S&T. This includes the INGENIO 2010 initiative and the
National Strategy for Science and Technology (ENCYT). The 2008-2011
National R&D Plan is currently in force, and there is another one prepared for the
2012-2015 period.
50
Manual for supporting the creation of spin‐offs The national strategy of the Spanish Government in this issue is based on a
Science-Technology-Business system that is considered vital for sustainable
growth and economic and social development of the country.
Naturally, spin-offs form part of this national strategy. These spin-off initiatives face
up to a very interesting possibility of creating jobs for research teams and for
qualified personnel in general.
Within this sphere of the measures for supporting growth of human resources in
S&T, we should mention a set of programmes, including:
•
Torres Quevado Programme: funded by the ESF to support the hiring of
doctorate and technological personnel by companies and technological
centres and registered commercial sector associations. It also aims to
stimulate the search by companies to develop R&D&i plans and projects.
The regulations of this programme make explicit mention of spin-off
companies, creating an exception that excludes them from the need to
satisfy certain requirements in order to benefit from aid.
•
Ramón y Cajal Programme: this supports recruitment of doctorate
research personnel by R&D centres, with five-year contracts.
•
Juan de la Cierva Programme: this also supports recruitment of
doctorate research personnel, but with three-year contracts, by R&D
centres.
•
Programme 13: this motivates the creation of stable jobs within the
Spanish S&T system (universities, Higher Centre of Scientific Research
and other public research or R&D organisations) to favour the recruitment,
recovery or inclusion of national and/or foreign research staff.
•
FPI sub-programme: along the Instrumental Action Line of Human
Resources, the purpose is to promote postgraduate scientific training in
any area of knowledge for all those that wish to prepare a doctoral thesis,
51 Manual for supporting the creation of spin‐offs also offering training possibilities in specific research projects followed by
the National R&D&i plan.
•
Severo Ochoa programme: recruit and support research staff that have
been successfully working in other countries.
Within the sphere of the INGENIO 2010 initiative, we should highlight the following
programmes in the field of R&D&i:
•
CENIT programme: the purpose of this programme is to stimulate
collaboration between companies, universities, public research centres,
scientific and technological parks and technological centres within the
sphere of R&D&i; supporting public-private collaboration for the
development of R&D projects targeted at industry.
•
CONSOLIDER: the purpose is to reinforce leadership of scientific groups
in key areas of R&D, promoting critical mass and excellence.
•
Plan AVANZ@: support measures targeted at generalising knowledge
and the information society with a view to convergence with Europe in the
principal indicators of the information society.
•
EUROGENIO: an initiative that encompasses a further four programmes
to increase economic resources to finance or drive R&D&i.
•
Other initiatives: here we must highlight the promotion of private
innovation (NEOTEC, which seeks to create new companies with a
technological base), scientific facilities, etc.
The venture capital resource during the development stage of the company is also
highly used by research personnel and the staff involved in the creation of spin-offs.
In the specific case of entrepreneurial biotechnology, there is UNINVEST, a venture
risk company targeted at the investment in newly created companies (seed stage)
52
Manual for supporting the creation of spin‐offs with a technological and/or scientific base or incipient development (launch stage),
that stem from within the university or other research and innovation centres.
Elsewhere, there is a strong incentive in Spain for the creation of companies with a
technological base from within a public or private organisation of knowledge, such
as the university, with innovation the key priority.
The initial funding of these new
companies is mainly through the university, with private capital arriving
subsequently. Technological poles and parks, business incubators, university
workshops for transfer of innovation results (OTRIS) and patents are the most
common mechanisms used by universities to transfer knowledge into possible
merchandise. This means that research at universities will not only have to be
efficient but also functional in order for the product to enter the market.
Some talk about a new university social contract. In Spain, the university is taking
great strides to perform the role of an entrepreneurial university, just as companies,
especially SMEs, must always introduce the concept of innovative culture in their
projects within all business spheres. Offices to Transfer Research Results
(OTRIS) were created for the purpose of fostering this relationship between agents.
They act as an interface between university research and the business sector. They
represent one of the key support and aid points for those that aim to create a spinoff in Spain. They are also the best adviser for a journey that starts with the
registration of a research or technological development patent. Apart from that, they
offer consultancy in assessing the feasibility of the business project as well as the
market study, simultaneously acting as the link between the entrepreneurial party
and the sources of private funding, represented in essence by the banking sector
and the so-called business angels.
In accordance with a study carried out by the Association of Spanish OTRIS, 380
spin-offs were created at Spanish public universities up until 2005. Before 2001,
this number stood at just 18 spin-offs, meaning that almost all academic spin-offs in
Spain were after 2001. Elsewhere, over the same period (2001-2005), the number
of spin-offs created was in line with patent registrations, which shows the
53 Manual for supporting the creation of spin‐offs importance of the RedOTRI for the creation of spin-offs as a mechanism of
commercial exploitation of the knowledge accumulated at Spanish public
universities.
Moreover, the Public Administration itself carries out a fundamental role in the
creation of incentives for technology transfer, more specifically through:
•
Legislation that promotes innovation and participation of university
research and teaching within the dynamics of creating companies;
•
Financial support targeted by agents at priority objectives;
•
Tax incentives aimed at R&D&i activities.
The new priorities in R&D&i policies are based on the following strategies:
•
Cooperation between research centres, universities and companies;
•
Creation of interface structures between the public and private
sectors (networks, clusters and scientific parks);
•
Creation of new technology-based innovative companies.
In Spain there is also an important diversity and density of institutions and
infrastructures to support the start-up and consolidation of spin-offs, as is the case
with technological parks, of workshops to transfer the results of research or
incubators.
A good example of the university's involvement (through researchers and
incubators), of the State (through published legislation and public policies) and the
private sector (through investments or through R&D activities, the so-called triple
helix model) is the Scientific Park of Barcelona. This park fully backs the
54
Manual for supporting the creation of spin‐offs association of universities with the economic and social world. Trilateral relations
are developed here: The university provides the space, the central and regional
governments support the project politically and financially from its conception and
the EU ERDF funds partially finance this initiative. The triple helix is effective here:
research personnel of Barcelona University and other universities transformed into
employers, the state promotes the project with financial and legislative support and,
finally, institutions such as spin-offs or business incubators are created which foster
the transfer of technology towards the market.
There are many examples of spin-offs created in Spain essentially since 1999.
Spin-offs created focus mainly on the following areas:
•
Computing (hardware and software);
•
R+D;
•
Chemistry;
•
Biotechnology.
Some examples of the spin-offs created are shown below:
Agnitio: manufacture of biometric voice systems for public and private
security and data protection in the organisational management sector.
Agora Systems: production of advanced applications and services for
Internet.
RBZ Robot Design: conception and implementation of tailor-made
hardware and production of mobile robots for academic and business
contexts.
Sistemas Integrales de Producción (SIP): company that specialises in
the manufacture of compound material pieces, especially in the aerospace
sector.
55 Manual for supporting the creation of spin‐offs Intelia: this company engages in technical and business consultancy,
focused on the telecoms sector; technical assistance for planning, set-up,
operation and maintenance of different kinds of telecoms networks.
4cLerKs, S.L.: research and development of free code software solutions
based on standard rules for the business world.
ADICIONA Servicios Informáticos, S.L.: provision of all-encompassing
computing services for companies.
Advanced Communications & Technologies, S.L.: development of
software for IP surveillance camera systems.
Aiguasol enginyeria - Sistemes Avançats d’ Energía Solar Tèrmica,
S.C.C.L.: design and implementation of thermal solar systems and carries
out research and development projects of technology in this field.
Alea Business Software, S.L. (Aleasoft): development and marketing of
advanced solutions in processing, data analysis and forecasts.
APC SYSTEMS BCN, S.L.: manufacture and marketing of airbags for
motorcycles.
Arlas Invest, S.L. - Proyecte Mèdol: system of producing renewable
energy using ocean waves.
Astron Biomedical, S.L.: design and manufacture of medical equipment
for rehabilitation of the spinal column.
Bionanomics, S.L.: biotechnology services company.
Delclos Consultors, S.L.: services to implement ongoing improvement
dynamics of the design and manufacturing processes based on the
application of knowledge management techniques.
Melcart Projects, S.L.: manufacture and distribution of equipment for
application of chemical products in gardening and in the textile industry.
56
Manual for supporting the creation of spin‐offs TFO Fiberopt, S.L.: a company that focuses on producing integrated
services and solutions of communication systems based on fibre optic
technology.
For further information:
http://investigacion.universia.es/spin off/empresas/index.htm
www.cea.es/portalcea/tecnología/ebt/index.asp
www.pcb.ub.es/homePCB/live/es/p178.asp
57 Manual for supporting the creation of spin‐offs 2.4. In Italy
The objectives outlined in the Lisbon Agenda in 2000 and reaffirmed in 2005 are
still far from being achieved in Italy, a country which, however, is making great
efforts towards convergence in this issue. The creation of a National Agency for
evaluation of the university and research has been one of the most recent
measures of the government in this regard, which reflects the national concern with
regard to R&D in innovation, as well as economic and social development.
The
National Agency ANVUR (Agenzia Nazionale di Valutazione dell’Università e della
Ricerca), was created in December 2006 and is expected to become fully functional
at the beginning of 2008.
One of Italy's serious problems is the small number of researchers at universities,
at public research centres and, more specifically, at companies. One of the
country’s priorities is to increase this number.
The profile of Italian productive specialisation is based on the production of low and
medium technology goods that require little investment in R&D.
Another priority is to stimulate research and innovation at companies, with a view to
modifying the profile of productive specialisation and backing high technology. The
aim is to support the creation, development and innovation of small and
medium enterprises in new areas that are not being exploited in Italy.
This action mobilises venture capital during the initial stage of the company's
activity, in order to directly fund development and initial sales of the product.
Recently the Italian government launched the 2015 Industry Programme, which
relaunches a new industrial policy strategy in order to reinforce businesses,
specifically SMEs, and to favour the structural evolution towards models that are
58
Manual for supporting the creation of spin‐offs more compatible with the new economy and with scenarios of competitiveness,
based on products with greater knowledge added.
Five action areas have been identified within this sphere, in line with the objectives
defined in the Italian National Reform Programme for the Lisbon Strategy and, as
far as Europe is concerned, with Framework Programs VI and VII for research and
development based on the technological sector: Energy efficiency, sustainability,
new technologies for the made in Italy products, new generation technologies and
innovative technologies for cultural heritage. All of these areas have already
received support in 2007 and are also due to receive funding over the 2007-2013
period, within the scope of the Fund for underutilised areas and from regional
resources.
The operating instruments of this new model of industrial policy are the industrial
innovation projects, which are aimed at:
•
Increasing
intervention
of
the
public
sector
targeted
at
technological/productive areas considered strategic for the country's
development;
•
Reorganisation of the model for supporting productive activities
through the project method, with clear definition of objectives, public
and private enterprises involved and the actions to be implemented;
•
The strong integration of all public instruments that motivate
businesses, viz, within the spheres of R&D&i, of new investments in
products, of the tangible and intangible infrastructure and of
qualification of public and private demand.
Another problem identified was the fragmentation of incentives for research. For the
purpose of overcoming this problem and increasing efficiency a new fund was
created, the FIRST (Fund for Investment into Scientific and Technological
59 Manual for supporting the creation of spin‐offs Research), which supports the academic and research activity proposed by
companies and which also includes financial resources from the previous funds, as
well as financial backing such as PRIN (Progetti di ricerca di interesse nazionale
delle Università), FAR (Fondo per le Agevolazioni alla Ricerca), FIRB (Fondo per gli
Investimenti della Ricerca di Base) and FAS (Fondo per le Aree Sottoutilizzate).
The indicators for 2015, which are to be achieved through the new policy and the
materialisation of all these programmes, are shown below: To increase the public
and private R&D expenditure from 0.84% to 1.36% of GDP, in areas that require
intervention; increase private R&D expenditure from 0.24% 0.39% of GDP; increase
research and development personnel from 1.6% to 2.66%.
There are many examples of spin-offs created in Italy, above all after 2003. Within
the sphere of academic spin-offs, these are focused principally in areas of health,
medicine, nanotechnology, new materials, home automation, etc. Among these we
can cite:
PHYTOENGINEERING ITALIA S.R.L.: operates in the field of production
of technology to protect the environment, including recovery of polluted
areas.
PETROCERAMICS S.R.L.: operates in the field of materials technology,
producing and applying innovative materials; it produces innovative
technology for the production of traditional, technical, advanced and
compound ceramics; it develops solutions for the recovery and utilisation
of materials, especially waste that contains heavy metals, among other
activities.
PHARMAFILM S.R.L.: operates in the field of medical devices through
the development of new technology for the therapeutic activity.
VETOGENE S.R.L.: carries out its activity in the veterinary diagnostic
sector, in the field of research and services for genetic control, including
the health and well-being of pets.
60
Manual for supporting the creation of spin‐offs L.E.A. BIOTECH S.R.L.: carries out its activity in the molecular diagnostic
sector; applies the most modern genetic technology for the development
of services and products in the diagnostics and biosensory field.
TETHIS S.R.L.: this company performs its activity within the sphere of
nanotechnology; it focuses its activity on the development of technology
for the production of nano-structured material (film).
GENESPIN S.R.L.: production of molecular biology reagents and
development of innovative methods to understand how genes work and
genetic control.
BIO-TRACK S.R.L.: operates in the sphere of food quality and safety; it
develops a platform to study proteins; it aims to carry out molecular
certification,
epidemiological research and production of molecules of
industrial interest.
SENSURE S.R.L.: works in developing automatic systems based on
innovative algorithms of computational intelligence for quality control,
enabling simple and efficient ongoing control of production.
DIALECTICA S.R.L.: development, optimisation and validation of
innovative
cerebral
cellular
systems
and
systems
for
screening
pharmalogically active compounds to study toxicity and for the analysis of
physiopathological mechanism in the central nervous system.
HPF - NUTRACEUTICS S.R.L.: research and development in the field of
nutrition for the prevention of cardiovascular diseases; focused attention
on vegetable protein derivatives.
Likewise, we can present some examples of business spin-offs that arise in tracking
projects tied to new information and communication technologies, to information
Systems, automation and home automation, health, biotechnology, electronics, etc,
viz:
SIRIS ITALIA S.r.l.: development of information systems for content
management and organisation of information within the sphere of
61 Manual for supporting the creation of spin‐offs distribution systems, including planning, management, tracking and
security of the telematics infrastructure;
OPTOSMART S.r.l.: project and development of optoelectronics,
electricity, electronics and advanced technology systems, development
and production of instruments, techniques and technology based on the
use of new materials; development and productions of systems for
application to metrology, structural analysis, environmental control, etc.
ORGANIC SPINTRONICS S.r.l.: industrial research and production of
new products, productive processes and innovative services targeted at
industry and/or the market in the field of optoelectronics and spintronics,
including prototypes.
MEDITEKNOLOGY S.r.l.: research and development in the biotechnology
sphere for production of reagents and instrumentation for diagnostic and
therapeutic use.
IPECC
S.r.l.:
consultancy,
planning,
commercialisation,
technical
assistance in the field of automatism, home automation and biomedicine;
design and development of devices based on new materials; training of
technical staff.
SCRIBA NANOTECNOLOGIE S.r.l.: industrial research, development
and commercialisation of devices for storage of high density information
through
nanotechnology
processes,
including
the
project
and
development of machine prototypes for the manufacture of devices or
consultancy
for
the
development
of
new
non-conventional
nanomanufacturing processes.
LIPINUTRAGEN S.r.l.: manufacture of diagnostic and biotechnological
products for medical and biochemical application and performance of
analysis and research in the field of scientific disciplines such as biology,
biochemistry, nutrition, medicine or chemistry;
DAIMAR S.r.l.: project and development of high integration electronic
devices in the field of home automation, sensory, optoelectronics, micro
and nanotechnology; production, certification and commercialisation of
62
Manual for supporting the creation of spin‐offs acoustic, optical and electronic instrumentation for ocean, terrain and
space application.
QUALIMEDLAB S.r.l.: project and implementation of products and
services to improve the analytical quality of analysis of laboratory
medicine.
ACADEMICA LIFE SCIENCE S.r.l.: production and commercialisation of
pharmaceutical products, particularly articulated biomedical devices with
hypocaloric dietary systems.
TECNODIRITTO S.r.l.: production and commercialisation of know-how,
products, services, consultancy and training for the application and
dissemination of information and communication technology, with specific
focus on the sphere of social and human sciences.
63 Manual for supporting the creation of spin‐offs 64
Manual for supporting the creation of spin‐offs Part III – The creation of a spin-off
65 Manual for supporting the creation of spin‐offs 66
Manual for supporting the creation of spin‐offs 3.1. The idea
The identification of the business idea is the first step in the entire company
creation process and is a fundamental stage. Identification of a potential business
idea at this stage depends greatly on the research person, in the case of
companies that stem from research projects, and on the entrepreneurial or
potentially entrepreneurial person in the case of business spin-offs or graduate
spin-off, and on their willingness to exploit results of the research or capacity to
perceive the business opportunity before them.
Experience acquired working for other people is an excellent source of ideas for
developing a business idea, as well as fostering a network of contacts that could be
important at the business start-up. Mistakes, failures or niches that are not catered
to in the current company could become business opportunities.
Elsewhere, keeping up-to-date with what is happening in the business world is vital
for the potential entrepreneur. It is essential to try to find out everything about your
area of business, buying specialised journals, visiting exhibitions or travelling.
When the idea crops up, you have to be aware that not every good idea leads to a
good business. In fact, a good idea may be out of sync in space and/or time.
Assessing the potential of the research result is not an easy task, as it requires skill
and knowledge that the researcher very often lacks. Having the business potential
of an idea assessed by an entrepreneurial person is also not easy.
To test and perfect an idea you need:
1. To be familiar with similar businesses
Try and find out what other similar businesses exist and how they work, as
this will enable you to find out more about the competition. Here,
67 Manual for supporting the creation of spin‐offs entrepreneurial business spin-off persons have a clear advantage over
other companies, as they can use the experience of the parent company
to test their business idea.
2. To know other entrepreneurs
Read everything you can about the experiences of other entrepreneurs;
learning from their mistakes and following their tips can be a valuable
help. Once again, being aware of the experiences of current employers
and maintaining a connection and periodic contact represent huge
advantages for business spin-off entrepreneurs over other entrepreneurs.
3. To not be chained to the initial idea
You need to read everything related to the business and be open to
changing the initial idea. Other experiences may provide valuable help to
perfect the idea, including working for somebody else.
4. To listen to other people
It is important to tell friends and family about your idea. Their criticisms
and suggestions could be extremely helpful.
5. To know the business
It is advisable to seek information on all aspects of the business: market,
suppliers,
licences
required,
potential
collaboration,
tax
aspects,
knowledge required, etc.
Most companies that are set up as a business spin-off are involved in the same
area of activity as the parent company, which enables them to dominate the
business and obtain an important comparative advantage once their activity has
been set up.
68
Manual for supporting the creation of spin‐offs Once the idea has been tested and perfected and the conditions to enable this to
be converted into a real business opportunity have been satisfied, a further issue
arises: Can an idea be protected?
Although ideas are not susceptible to protection, products and processes can be
protected by registering them with the Spanish Patents and Trademarks Office.
In fact, certain product and process conceptions, given their originality and degree
of innovation, have to be legally protected through a set of rights that confer
exclusive use of the respective technical, commercial and industrial information.
This set of rights is called Industrial Property. Industrial Property encompasses:
•
The rights that refer to creations within the sphere of technical
invention and design (patents, utility models, topographies of
semiconductor products, industrial models and drawings);
•
Rights over distinctive emblems: Those that belong to the private or
collective
entrepreneur
(trademarks,
names
or
insignia
of
establishments, logos, awards), those that belong to a region
(designation of origin and geographic indications);
•
Rights concerning unfair competition.
69 Manual for supporting the creation of spin‐offs 3.2. The entrepreneur
Apart from the idea, we must also consider the characteristics of the
entrepreneur or the team of entrepreneurs that constitute basic aspects for the
success of the business. In the case of business spin-offs, these will also be a
determining factor for the success or failure of the new initiative, as other elements
such as the idea or means can be more easily controlled.
Certain of their capacities, entrepreneurs must also be able to identify their
limitations, but try to remove these in the appropriate way, either themselves or by
contracting more suitable individuals for certain duties. They must be able to see
the company as a system, made up of different parts that have to interrelate to build
a structured whole.
The qualities of an entrepreneur can be classified into three areas: technical,
management and personal characteristics.
Technical qualities involve knowing how to write, how to listen to people and
collect information, have good oral skills, capacity for organisation and leadership
and teamwork and having the technical know-how in their area of operation. An
idea is more difficult to put into practice successfully if it has not been developed by
a person with experience in the activity sector. The possibilities of an entrepreneur
that decides to create a business spin-off of are therefore quite higher than those of
standard entrepreneurs.
Management qualities include areas concerned with the creation, development
and management of a new company, such as marketing, business administration,
finances, production, negotiation skills and decision taking and control of company
actions.
70
Manual for supporting the creation of spin‐offs With regard to personal characteristics, successful entrepreneur usually display
the following qualities:
•
They are self-sufficient: they contribute their self-confidence to the
workplace, tackling problems alone and not backing down in light of
adversities;
•
They manage by objectives: successful entrepreneurs know how to
clearly define objectives for each of the company's areas before
deciding what paths to follow;
•
They stimulate collaboration: real leadership manages to impose
its authority without being authoritarian, managing to induce
behaviour of collaborating personnel through persuasion and not by
insisting;
•
They are prudent: being tolerant to risk does not mean they are not
looking to weigh up the different alternative decisions in light of a
certain situation, choosing that which minimises mistakes and risks;
•
They are objective: when they find a solution to a specific problem,
they share this with as many qualified people as possible to avoid
their ego superimposing objectivity.
An excellent idea may go to waste if there is not an entrepreneur with the
necessary qualifications and skills to put it into practice, viz., the capacity to
manage the business of the future company. However, it is not enough just to have
entrepreneurial characteristics or technical and management qualifications; to
successfully set up a business you need to know how to use these correctly and
properly for the launch and management of the company's businesses.
71 Manual for supporting the creation of spin‐offs Moreover, unlike those that work for someone else, and who might be carrying out
the same job all day long, the tasks carried out by an entrepreneur are incalculable.
Here are some:
1.
Planning: defining the company policy and the business strategy;
approving budgets, defining the combination of products/services;
establishing business cooperation associations.
2.
Organisation:
choosing
suppliers;
distributing
jobs;
defining
processes and procedures.
3.
Control: verifying the level of quality; monitoring production rates.
4.
Behaviour and motivation: stimulating and motivating collaborating
personnel; assessing and rewarding good results.
In this regard, and mainly in the case of spin-off companies with entrepreneurs that
have no business experience, lack of preparation in areas related to administration
and management of businesses can go some way to preventing the success of
these businesses. It is up to entrepreneurs to look for ways to fill these gaps, which
may require getting business management qualifications or hiring specialised and
reliable technical teams.
72
Manual for supporting the creation of spin‐offs 3.3. Means
In any process concerning whether or not to create spin-off companies, the
availability of all means required must be weighed up. However, in the case of
business spin-offs, some means may be provided by the parent company from the
very outset. This is the case with premises or equipment, or even financial means
for the initial investment. These companies are given conditions for their start-up,
beyond being able to rely on the support of mature companies and expert
entrepreneurs.
More specifically, these are:
Human resources
Depending on the size and complexity of the business, an evaluation of staffing
needs must be carried out. These may join the firm through setting-up a company,
as partners, or through personnel recruitment. One way or another, the choice of
personnel who will form part of the company team is a priority task and its success
will depend on this. You need an experienced team with qualified professionals that
really add value to the business.
Equipment
Persons are not alone in assuming a key role in the company's activity. By the
same token, available equipment must be the most appropriate and have the
capacity to add value to the business. A sophisticated machine is useless if it
cannot be properly employed.
Some fundamental aspects must be taken into consideration when choosing
equipment: Its cost and productivity, duration and degree of obsolescence and the
most rational way of using it (purchase or leasing).
Installations
73 Manual for supporting the creation of spin‐offs The company's installations are its calling card. Practical and attractive premises
will motivate visits, especially from client companies. However, at the start-up of an
activity the cost factor is fundamental. We therefore have to weigh up the different
alternatives carefully and not forget that, in most cases, the initial premises are
temporary.
Another issue that can be important in selecting premises is their location.
Of course, if the company’s activity is of a commercial nature, success may depend
on its location. In this event, we must consider the flow of client companies,
commercial movement of the street or area, access facilities and parking, interior
and exterior aspects and costs. If it is a service activity, location may not be as
important.
In the case of an industrial activity, the choice of location will have more to do with
issues of permits and conditions available such as the water, electricity and
drainage network, access and streets, than with the actual geographic location.
However, in the case of an academic spin-off or a spin-off from a research project
developed at a specific university or technological centre, the proximity to this
enterprise may represent a huge advantage. Similarly, the proximity of business
spin-offs to the parent company may represent an advantage for these companies.
Factors such as the size and layout of the company and the functional nature of the
premises must also be considered. It will be necessary to evaluate the building
conditions with regard to sound insulation, lighting, foundations and partitions,
floors, wall coverings, etc.
Financial means
Perhaps the most limiting means are the financial ones. The stringent definition and
the safety margin requirement of financial means is of extreme importance, and it is
also vital to find the respective sources of funding.
74
Manual for supporting the creation of spin‐offs In this calculation, the following expenses must be borne in mind:
•
Investment costs in tangible fixed assets (premises, equipment, etc.);
•
Investment costs in intangible fixed assets (start-up expenses,
studies, etc);
•
Working capital (the amount necessary to ensure the normal activity
of the company);
•
Unforeseen amounts (deviations in the volume of investment or
working capital forecast).
So, all of the essential resources must be considered with a view to determining
capital requirements. However, we must not forget that not all resources have to
come from the company (for example: rental, leasing, subcontracting, etc.).
75 Manual for supporting the creation of spin‐offs 3.4.
Evaluation
of
the
technical
and
economic
feasibility and the market potential of the idea - The
business plan
This stage requires the tool known as the business plan to evaluate the technical
and economic aspects of the technology developed or of the business idea.
If the spin-off arises as a result of a research project for the purpose of exploiting
innovation, this document becomes even more important. The decision to create a
technology-based company is a very serious decision, which must be taken
following a thorough analysis of the data from the technical and economic feasibility
study and which, inter alia, depends on many factors such as the profile of research
personnel associated to the project and their skills. Moreover, creating a spin-off is
an activity that entails a high risk: technological risk associated to the development
of a technology or completely new product; risk associated to market uncertainty in
light of the merchandising of a new technology or innovative product; organisational
and financial risks associated to new companies.
Like any other company, the creation of a business spin-off must be based on a
business plan that encompasses its activity and business strategy.
The business plan is therefore an essential tool for the creation of a company, and
must one of the initial steps taken by the entrepreneur. Endless questions arise
during the compilation of a business plan, and this is an ideal opportunity to think
about them and find solutions.
The business plan must represent a written and systematised summary of the
organisation and activity of the future company. Viz., it must be a document that
explains what the entrepreneur wants to do and how they plan to do it. It must
therefore expressly include the business objectives, the strategies that will be
76
Manual for supporting the creation of spin‐offs developed to achieve these, problems that may arise, the organisational structure
of the company (including key personnel, categories and responsibilities) and the
sum of capital required until the business is self-sustainable.
Some of the objectives of the business plan are:
•
Verification of the feasibility of the future company;
•
Reflection and identification of strategies and actions;
•
Obtaining funds (borrowing or capital);
•
Setting up alliances or associations (more specifically, those that can
be set up with the parent company);
•
Attracting qualified personnel;
•
Obtaining suppliers;
•
Obtaining client companies.
For the main objective of selling the image of the entrepreneur and the business,
the business plan must be objective, in line with reality, and must strongly transmit
the potential of the capacities of the entrepreneur and the future company. The plan
should observe some rules, more specifically:
•
It should not be too long (20 to 50 pages);
•
It should employ everyday language;
•
It should not include descriptions that are too technical;
•
It should be well presented and with illustrations;
•
It should provide data (statistics, information on the competition, etc.);
•
It should a font type and size that is easily readable.
77 Manual for supporting the creation of spin‐offs To compile an efficient business plan there is a structure that is normally used,
although some adaptations may arise depending on the type of activity or the
specific conditions of the company.
However, there is a set of elements that, to a greater or lesser extent, a business
plan must always contain:
Executive summary
Any business plan starts with an executive summary. However, in spite of being the
first section that will be read, the executive summary must be the last thing that is
written.
The key objective of the executive summary is to draw the reader's attention to the
key elements of the business plan. It must therefore be short, objective and written
simply and clearly.
Without doubt this is the most important section of the business plan and must
explain the objectives of the plan.
It must succinctly describe the business, highlighting its main strong points and
objectives. It must explain how these objectives will be achieved and why the
entrepreneur is the right person for the job.
Entrepreneurs
In this part of the business plan you have to present the profile of the
entrepreneur(s) and identification of the characteristics deemed fundamental for the
success of the business project.
Presentation of the idea
The purpose of this section of the business plan involves describing, briefly but
fully, the underlying idea behind the creation of the company, giving more details on
the concept of the product or service offered to the market and the project
78
Manual for supporting the creation of spin‐offs development stage. Reference can also be given to how the idea came about and
the factors behind it.
Analysis of the product or service
This part of the business plan must give a detailed description of the goods or
services to be offered to the market and how they are going to be produced.
Therefore, it must provide not only a clear and detailed description of the
product/service (characteristics, specifications, techniques, attributes, etc.), but also
the underlying productive process (raw materials, manufacturing times, production
quantities, etc.).
This is perhaps the part of the business plan where most entrepreneurs feel most
comfortable and where the reader is less familiar. It is therefore a good idea to
avoid technical issues that are too long or difficult to understand for the readers.
The value of the product/service proposed must be presented clearly, however, and
for this reason an explanation must be given on the product or service and what
value it will have for the client company, viz, with the characteristics and benefits of
the product/service that satisfy the needs and tastes of consumers. This part is of
particular interest to potential investors, as it provides information on the differences
or competitive advantages of the product with regard to the competition.
General objectives
The definition of goals and objectives is behind all strategic planning. If we do not
know where we are heading, there is no point planning routes.
The objectives are, therefore, the operating, financial and strategic indicators that
are directly related with the goals of the company and provide indications of what
has to be done and when.
79 Manual for supporting the creation of spin‐offs Beyond the link to the company's goals, an objective is only valid if it is possible to
achieve it, including the values and dates defined. Elsewhere, objectives must
guarantee the efficient use of available resources (material, human and financial).
The objectives must therefore be SMART, which means:
Specific
Measurable
Attainable
Realistic
Timely
The determination of the business objectives, which must be included in this section
of the business plan, must be carried out with the utmost care, because all strategic
planning to be carried out depends on this.
Mission
A company's mission comprises a written declaration that lays down its ideas and
global guidelines, and must include the business concept itself. It must therefore
show the company’s raison d'etre clearly and succinctly.
On defining the company's mission, it will be easier for the entrepreneur to delimit
the objectives aimed for, as well as the strategy to be designed to achieve these.
The mission of the company likewise positively contributes to the corporate image
for the external public as well as loyalty by client companies. In this regard, it must
likewise reflect the moral/ethical positioning of the company and its public image.
Market analysis
The purpose of market analysis is to evaluate the existence of a real business
opportunity, whether for a new company or for a company that already exists.
80
Manual for supporting the creation of spin‐offs Market studies enable us to find out whether there is really a market for the
product/service of the company and its forecast trend, adapting the activity chosen
and determining the ideal size for the company. This will enable the way the market
operates to be better known, thus determining accurately what is going to be sold,
to whom, and the ranking with regards to existing products. Elsewhere, it gives a
more exact idea of the costs linked to the activity to be performed (which will
subsequently be dealt with at a financial level).
This element of the business plan is fundamental, because carrying out a market
analysis obliges the entrepreneur to become familiar with the different dimensions
of the market in which they intend to operate, enabling them to define the market
share they are aiming for. It likewise enables the price to be defined and to design
the strategies for distribution and promotion that will enable the company to
compete in that market. It also offers growth forecasts of the activity sector in
question, allowing growth rates to be estimated for the company's activity.
It is also in this part of the business plan where the strategic options are presented
in terms of supply (product or range of products) and demand (market segments or
niches), as well as the company image to be promoted.
This market analysis is fundamental for taking decisions concerning the creation of
the company (legal statutes or methods of commercialisation), given that it enables
the potential of the product or service offered to be evaluated, along with turnover
and sales forecasts, rates of growth, etc.
The market analysis, as part of the business plan, must have an impact on two
aspects. First of all, it must identify and characterise concurrent companies and the
consuming public (current and potential), as well as including analysis of the sector
in general. The sector analysis must present information on the size, growth and
structure, starting with collection of statistical data, marketing practices employed,
etc.
81 Manual for supporting the creation of spin‐offs Secondly, it must explain in what regard the product or service has conditions of
success in that market, presenting the market needs that it satisfies and how it
distinguishes itself from the competition in terms of quality, price, location or any
other factors.
SWOT analysis (Strengths, Weaknesses, Opportunities and Threats)
The SWOT analysis (strengths, weaknesses, opportunities, threats) is an important
assessment tool of any business project and its relationship with the market.
It enables identification of the project’s strong and weak points, mainly in
comparison with the competition, and to examine the opportunities and threats
offered in that climate and which the company will have to face.
Viz., the swot analysis enables the company/business project to define its position
with regard to its internal environment, basing itself on its strong on weak points,
and with regard to its external environment, based on the opportunities and threats,
with a view to making the most of opportunities and advantages and removing
possible disadvantages and threats.
It therefore enables one to focus on the activities in areas that represent effective
strengths of the project and to correct or minimise those points considered weak.
The result of the analysis must be briefly summed up in the business plan. The
crossover of variables allows:
1.
Possible weak points of the company in areas where there are
serious threats from existing companies and/or unfavourable trends
in the external environment to be removed;
2.
The most to be made of detecting opportunities, mainly in areas
where the company has significant strong points;
3.
Notification of possible weak points identified in areas where there
are potential opportunities.
82
Manual for supporting the creation of spin‐offs So, the SWOT strategy can be summed up as the removal of weak points in areas
where there are risks and strengthening of strong points in areas where
opportunities have been identified.
In this regard, the SWOT analysis propitiates discovery of the critical success
factors, reflected in the activities and/or elements of management in which the
company has to be excellent and perform better than the competition.
Viz., the
company has to actually identify all other variables of the products/services or of the
organisation which clients value most and which are (or are not) present in both the
competitors’ proposals as well as the company’s one. At the root of everything,
determining the critical factors of success means identifying the capacities and
resources that the company has to have to be successful.
Strategy
Once the future company's mission has been defined, and its internal and external
environment has been analysed and the objectives have been determined, it is
necessary to prepare the strategy to be followed.
In spite of the fact that there are innumerable strategies possible, the prestigious
management guru, Michael Porter, specifies three generic strategies that could be
used as a starting point in strategic thinking:
Total leadership in costs: the focus centres on reducing production and
distribution costs so that the company offers the market products/services
at prices that are competitive or lower than those of the competition and
thus obtain a greater market share.
Differentiation: here the difference lies in the better result of the
products/services of the company versus those of the competition. The
company selects characteristics or attributes of the product/service valued
by the clients, and makes every effort to be better than the competition. It
can aspire to lead in terms of quality, technology incorporated or in aftersales service, as it is impossible to lead in all areas.
83 Manual for supporting the creation of spin‐offs Focus: The company selects one or more smaller market segments, and
specialises in the supply to that segment or segments. It has to study the
segments selected to find out their needs and find a way of standing out
and of obtaining cost leadership.
Marketing mix
One of the key marketing techniques consists in the so-called 4P. This technique
involves working the four variables of the marketing mix (4P) correctly, adapting
them to the market in question.
The four large variables of the marketing blend are:
Product: This is the product, idea or service that the company places on the
market.
Price: The price at which the company sells a product.
Place: This is the place where the product is sold and the way in which the
company channels the product to its clients.
Promotion: The way in which the company promotes the product on the
market.
Product
Product management entails a definition of the variables or characteristics
of the product with a view to adapting it to the needs and tastes of
consumers or clients. This makes it necessary to define a set of tangible
and intangible attributes on which satisfaction of needs and desires of
consumers depends and which determine the value attributed to the
product or service.
Chief among these attributes are:
•
84
Quality level;
Manual for supporting the creation of spin‐offs •
Physical and functional characteristics;
•
Technical specifications;
•
Trademark;
•
Design;
•
Packaging;
•
Guarantee policy;
•
Product lines;
•
Service characteristics associated to the product;
•
…
Price
Often overlooked, this marketing variable is of huge strategic importance.
The positioning, image and future of a product depend on the decisions
taken with regard to the price.
More than the amount of money or consideration given in exchange for a
specific product or service, price is VALUE, given that it represents the
value that the client attributes to the product/service and is prepared to
pay.
So, in the definition of this variable of the marketing mix, we must look not
only at its economic impact but also on the psychological effect of a
specific price on the consumer population. For clients, the price of a
product/service must translate the best cost-benefit ratio, viz., it must
reflect the balance between the value paid and that received or obtained
from the product.
Determining the price on the basis of production and distribution costs is
perhaps the most common way for companies. However, this entails
precise knowledge of the cost prices and the use of proper distribution,
which is somewhat difficult for the majority of companies.
85 Manual for supporting the creation of spin‐offs Another possible method is through demand. In this case, it is necessary
to determine the price of a product or service using consumer sensitivity
as the base, which depends on factors such as the amount of the
purchase, the perception of the risk associated to the purchase, value of
the image associated to the product, the existence of substitute products,
etc.
Determining the price through the competition is also possible, despite the
fact that most companies prefer not to enter into a price war with the
competition. Here are two options: The price-skimming policy and the
penetration policy.
The price-skimming policy can be applied when innovation and
differentiation is significant with regard to the competition and is based on
the idea that the consumer cannot compare because they have no
comparative criteria.
The penetration policy, on the other hand, involves setting a lower price
with the expectation of large sales and achieving a high market share.
This policy is applied basically to demotivate the competition.
Here, there are also some variables or activities to be taken into
consideration, more specifically:
•
Conditions of payment;
•
Credit or financing terms;
•
Discount policy;
•
…
Place
Here we need to define the channels through which possession of the
products is to be transferred from production to consumption and, in many
cases, the means through which the goods are transported from the place
of manufacture to the point of sale. It is also necessary to define the
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Manual for supporting the creation of spin‐offs strategies applicable to third-party participants, such as wholesalers and
retailers.
The first decision to be taken involves determining where and how the
company wishes to sell its product or service from among several possible
alternatives, such as its own retail outlets, wholesalers, distributors, home
shopping, catalogue sales, Internet, etc.
Then they have to decide how
to guarantee distribution, dealing with factors such as:
•
Distribution channels (size and geographical area to be
covered);
•
Storage (amount, storage techniques and stock management);
•
Processing and preparation of orders;
•
Transport of goods;
•
Distribution support information systems;
•
…
Promotion
Promotion exists in marketing to decrease the distance between
production and consumption, stimulating demand for the product or
service. In other words, to sell a product/service the company has to
communicate its availability to the market and ensure its promotion. It can
use different tools to do this, such as:
•
Advertising;
•
PR;
•
Corporate image catalogue;
•
Providing samples;
•
Direct marketing actions (mailshot, telemarketing, e-mail and
Internet promotion);
•
…
87 Manual for supporting the creation of spin‐offs The marketing blend developed by the company must be presented in the
business plan clearly and objectively, backed by analysis of internal and
external circumstances already carried out.
Financial analysis
The feasibility study or financial plan is one of the business plan elements; it is of
special importance to potential investors and/or financiers.
One of the main limitations to creating companies is the difficulty entrepreneurs
have in obtaining start-up capital. It is not possible to plan the creation/development
of a company without the capacity of getting the financial means required to set it
up and without generating means of remunerating all agents that take part.
Another area of special importance in an SME, mainly a recently created SME, is
cash flow management, viz., the need to ensure financial availability to comply with
its short-term commitments.
The economic-financial feasibility study can be presented as the materialisation in
numbers of ideas shown in the remaining sections of the business plan, helping to
set specific objectives that are duly quantifiable and which take on a guideline role
of the company’s activity. It includes all of the statements (balance sheet, profit and
loss statement, etc.) that forecast business evolution for forthcoming years
(normally from three to five years). This part of the business plan must also contain
a cash budget (receivables and payables over a certain period), at least for the first
year of activity and, possibly, an analysis of the critical sales point (value of the
volume of sales and the amount for which the company obtains “zero profit”).
This is perhaps the part of the business plan where the entrepreneur will need the
most external help.
88
Manual for supporting the creation of spin‐offs 3.5. Models of financing
It is not enough to have a good business idea, as very often the difficulties in
obtaining capital for the start-up of an activity can determine the impracticality or
failure of the same. There are various financing models to which an entrepreneur
can approach to start up their business.
Financing is an important and decisive step for the future of the company and can
be carried out by approaching a single source of specific financing or two or more
sources.
Basically, the sources of financing for a company at the commencement of its
activity come from two sources: own capital and third-party capital.
Own capital: capital available to be applied to your business.
Third-party capital: Capital from third parties that they would have to approach if
their own capital was insufficient to finance the forecast investment. There are
many kinds of third-party capital. These include:
•
Bank loans;
•
Leasing;
•
Venture capital;
•
Seed capital;
•
Business angels;
•
Micro-credit;
•
Subsidies.
89 Manual for supporting the creation of spin‐offs Bank loans
Bank loans are the best-known source of funding with third-party capital.
The entrepreneur asks for a bank loan for a specific period of time. By borrowing,
the company is obliged to repay the capital loan along with interest at a rate applied
to the value of the loan.
Banks are more likely to lend money to solid businesses than to emerging
companies.
Leasing
Leasing is a financial instrument that the company can use when significant
investments are not involved. It is a very common method for the purchase of
capital goods.
In a leasing contract, the leasing company places a specific product (goods or
chattels) at the disposal of the entrepreneur in exchange for periodic rental
payments made up of capital and interest. It is an all-in financing operation.
Venture capital
Venture capital companies hold a stake in the share capital of companies with a
temporary shareholding (between three and seven years), normally minority.
This enables the entrepreneur to be assured of financing for their activity and, in
turn, an association that shares the risk.
Venture capital companies are interested in business areas with a high potential for
growth or a high return on investment.
Seed capital
This is a type of venture capital. Through small amounts of capital, a business idea
with potential is supported.
90
Manual for supporting the creation of spin‐offs This kind of help entails a high risk for the investor, given that they are investing in a
project that does not yet have proven results.
Business angels
Here, the exchange for funding is part of the company's share capital. It is a way of
satisfying the need for capital to develop the activity when the entrepreneur does
not have own funds and is unable to get a loan.
Business angels are normally entrepreneurs that have been successful in the
businesses they have set up and can represent valuable help in terms of
knowledge transfer.
They help start-up businesses with small amounts of capital.
Micro-credit
The microcredit helps small business projects and the creation of self-employment.
They can therefore play an important role in the creation of small business spinoffs.
This source of funding involves the granting of credit to entrepreneurs that do not
have access to traditional banking. The credit is granted without in rem guarantees,
but the amounts extended are small.
The purpose of this source of finance is to promote entrepreneurship and job
creation.
Subsidies
When companies start their activity with the presentation of investment project
candidates for the schemes available to support companies, and that investment is
supported within the sphere of those projects, the entrepreneur is receiving
investment aid which, at the most, may be equal to a non-repayable percentage of
funding.
The subsidy is therefore a source of financing based on third-party capital.
91 Manual for supporting the creation of spin‐offs 3.6. Creation and launch of the company
Once the decision has been taken to create a company to exploit the research
results, in order to produce a new product or to produce an already existing product
with added knowledge, some important decisions have to be taken.
1. Define the branch and the activity
All activities are classified in the National Classification of Economic Activities
(CNAE). This table can be consulted on the web page of the National Institute of
Statistics (www.ine.es) or can be requested at enterprises that support the creation
of companies.
2. Check which registers and permits the proposed activity is subject to
Commerce and services
In general, access to a commercial activity does not require special permits; only
the premises licence (opening licence issued by the respective council) must
correspond to the purpose for which it is issued, viz., commerce.
However, there are certain commercial activities which, because of their specific
nature, require preliminary licences in accordance with the premises and the
persons that perform the activities. In the case of activities that affect public health
and public safety, more specifically commercial establishments or storage of
foodstuffs and commercial establishments or the provision of services that carry out
activities that could be risky for the health and safety of the public, establishments
that sell fresh fish, wholesale or retail of medicines, commercial activity of weapons
and munitions, explosives trade, phytopharmaceutical and pesticide products trade,
supply points and bakers with reduced capacity.
92
Manual for supporting the creation of spin‐offs Similarly, some service activities do not require any licences. So prior to creating
the company, it is best to check whether the activity to be carried out requires a
licence or not. Here are some examples:
•
Social support activities (nurseries, campsites, residences, day
centres);
•
Real estate agents;
•
Construction;
•
Tourism;
•
Transportation.
Industrial activity authorisation
The purpose of the industrial activity authorisation is to guarantee the public the
best possible quality of life in light of the environmental aggression that industrial
activity can cause. It is based on a set of rules for prevention of risks and
disadvantages of the activity, with a view to protecting public health and that of
workers, the security of persons and assets, health and safety at the workplace and
the correct territorial rules and environmental quality.
Which companies are affected?
All companies that carry out industrial activity in accordance with the table of
Ministerial Order No. 744-B/93, dated 18 August are subject to the industrial activity
authorisation (classification table of industrial activities for the purposes of industrial
authorisation).
3. Decide on the legal aspects of the company
Choosing the legal aspects is one of the first big decisions to take as a future
entrepreneur. The entire performance of the company will depend on this, and we
therefore recommend a serious and thorough reflection.
93 Manual for supporting the creation of spin‐offs Choosing a specific company type conditions the company's entire performance
and this decision must be taken in accordance with its strong points. This option
depends on factors such as:
ƒ
The number of persons involved in the project;
ƒ
The forecast size for the business;
ƒ
The activity that will be carried out;
ƒ
The amount and source of capital;
ƒ
The level of liability to be accepted by the partners;
ƒ
Tax issues.
The most common legal forms for the incorporation of companies are:
The person (individual entrepreneur)
When the entrepreneur wants to set up their business individually, without
considering the hypothesis of association, they can commence their activity as an
individual entrepreneur. With this legal status, the company is a single person.
This causes confusion between personal assets (personal property) belonging to
the entrepreneur and the assets concerned with the activity. The liability of the
94
Manual for supporting the creation of spin‐offs entrepreneur is unlimited, mingling the legal personality of the company with that of
the entrepreneur.
It is the ideal business method for very small companies or for professionals.
In Italy the individual company can also be shaped as a family business. In
accordance with art. 230-bis of the Italian civil code a family business, unless a
different relationship can be established, is the company in which the spouse along
with relations up to the third degree of kinship and in-laws up to the second degree
take part.
The relative that performs activities continually within the family or the company has
the right to:
•
Upkeep;
•
Profits;
•
A percentage of the assets acquired with the profits;
•
A part of the corporate increases.
Tax regulations set forth that the family business must be set up through a public
deed or certified private document.
We should stress that the family business does not cease to be an individual
company and, consequently, only the holder of the company is liable with all of their
assets for the obligations concerning the activity.
Companies - Limited liability company
This type of company is perhaps the most common for entrepreneurs who want to
set up their own companies.
In Portugal it is characterised by a company structure with at least two
shareholders.
95 Manual for supporting the creation of spin‐offs It requires initial capital of €5,000 for incorporation, which is divided into shares.
The shareholding is the outlay value of each partner.
The liability of each partner is limited to the amount of their outlay, viz., the value of
their participation. Personal assets are protected from the activity.
In Spain the Limited Liability Company is a commercial company that has its share
capital divided into equal equity interests that can be accumulated but not divided,
and which cannot being incorporated into negotiable deeds or referred to as shares.
The liability of partners is restricted to the capital paid up.
The minimum number of partners is 1 and the initial minimum capital is 3,006
euros, which must be fully paid up. Neither work nor services can be contributed.
Regulated in Law 2/1995 dated 23 March, governing Limited Liability Companies.
In Italy the share capital cannot be less than 10, 000 euros and the participation of
partners cannot be represented by shares, rather by equity interests.
The company must be incorporated in a public deed, through a contract or through
a unilateral act; in the last case we are talking about a sole proprietorship company
(legislative decree dated 3 March 1993, No. 88).
In order to wind-up the company, the same provisions as for public limited
companies apply.
Companies - Sole proprietorship limited liability company
The sole proprietorship limited liability company is a result of motivating the
appearance of small companies and reinvigorating private initiative. It allows
entrepreneurs that want to carry out their activity on an individual basis to benefit
from a legal system of limited liability.
96
Manual for supporting the creation of spin‐offs In spite of being a company, it is different from other kinds of companies as a single
person holds the entire share capital. Initial minimum capital of €5,000 is required.
Participation is by a single person and corresponds to 100% of the share capital.
The liability of the shareholder is restricted to the sum of their outlay.
In Spain the minimum initial capital is 3,006 euros, which must be fully paid up.
Neither work nor services can be contributed.
The liability of partners is restricted to the capital paid up.
If a Sole Proprietorship Limited Liability Company is incorporated, it must reflect
that feature on all documentation by using the letters S.L.U. (Sociedad Limitada
Unipersonal).
Regulated in Law 2/1995 dated 23 March, governing Limited Liability Companies.
The sole proprietorship limited liability company (S.L.U., limited liability company
comprising a single partner) was introduced in 1993.
New Enterprise Limited Company
In Spain the New Enterprise Limited Company (Sociedad Limitada Nueva Empresa
- SLNE) is governed by Law 2/1995, dated 23 March, governing Limited Liability
Companies, which was amended through Law 7/2003, dated 1 April, governing the
New Enterprise Limited Company.
It is a new kind of Limited Liability Company (SRL - Sociedad de Responsabilidad
Limitada). Its share capital is divided into corporate equity interests and liability with
third parties is restricted to the capital paid up.
It can only be incorporated by physical individuals. The maximum number of
partners at the time of incorporation is limited to five. In the event that there is a
sole partner it is called a Sole Proprietorship New Enterprise Limited Company.
97 Manual for supporting the creation of spin‐offs The minimum share capital that must be fully paid up through monetary
contributions at the time of setting up the company is 3,012 euros and the
maximum is 120,202 euros.
The corporate purpose is generic for the purpose of making implementation of the
business activity flexible without the need to amend the company's articles of
association.
The trading name is made up of the surname (s) and the names of one of the
partners plus a single alphanumeric code (ID-CIRCE).
It can be incorporated online within 24 hours, thereby reducing the time it takes to
set up the company, or in person.
Companies - Public limited company
Public limited companies are characterised by having their share capital divided into
shares. The liability of those that hold the share capital is limited to the value of the
shares they have.
The shareholder has the right to a dividend if there are profits and if this is decided
by the general meeting of shareholders at the proposal of the board of directors.
A minimum of five shareholders and a minimum share capital of 50,000 euros is
required in Portugal.
In Spain the minimum number of partners is 1 and the initial minimum capital is
60,102 euros, 25% of which must be paid up.
If a Public Liability Company is incorporated with a sole partner (Sole Proprietorship
Public Limited Company), it must reflect that feature on all documentation using the
letters S.A.U. (Sociedad Anónima Unipersonal).
The company name must include the letters "S.A",
98
Manual for supporting the creation of spin‐offs Regulated in the Public Limited Companies Act, Royal Decree 1564/1989, dated 22
December, which approves the redrafted text and in the Second additional
provision of Law 2/1995, dated 23 March, governing Limited Liability Companies.
In Italy
The company must be incorporated through a public deed or else be rendered
invalid. The articles of association must be attached to the deed of incorporation, as
they are considered an integral part of the same and must contain the governing
rules of the company's operation.
If there is any contradiction between the public deed and the articles of association,
the latter shall prevail. As occurred in the past with the Limited Liability Companies,
the reform introduces and regulates the Sole Proprietorship Public Limited
Company (art. 2328, section one).
The public limited companies may also be set up through a contract, or through a
unilateral act, thus speeding up the individual exercise of the company, which
retains the advantage of limited liability.
The share capital cannot be less than 120,000.00 euros and is represented by
shares; registration with the Business Register is mandatory and is binding for the
purposes of incorporation.
The governing bodies are: the meeting of shareholders: the body responsible for
deliberations; it acts in an associative way and in accordance with the principle of
majority, which is in turn the majority of share capital. The decisions approved with
the favourable vote of shareholders that represent the majority of share capital are
binding on all partners, even if they are absent or in disagreement, providing that
these are decisions “taken in accordance with the law and public deeds".
The reform provides for three administration and control systems:
99 Manual for supporting the creation of spin‐offs 1. The traditional system, with a board of directors or a sole administrator
(appointed by the meeting) in charge of management, and a steering
committee (appointed by the meeting) with control duties;
2. The dual system, which provides for a management board (appointed
by the steering committee) and a steering committee (appointed by the
meeting) with control duties;
3. The single tier system, which provides for a sole body, the board of
directors (appointed by the assembly), which includes a control
commission to look after the management.
Grounds for dissolution only become effective at the time of filing the declaration of
the administrator(s) with the Business Register, duly certifying the dissolution with
the Business Register or registration of the decision of the meeting that ruled the
dissolution.
Companies – General partnership
Interest in this legal form has waned over time, because the liability of the partners
is unlimited and joint and several, which can give rise to complex situations in the
event of unpayable debts stemming from the activity.
Unlimited liability: This means that the assets related to the economic activity
answer for the company debts and, in a complementary fashion, the private assets
of each partner.
Joint and several liability: Means that, in the case of insolvency, any debts that have
not been covered by the assets related to the activity can be claimed by the creditor
from any of the partners, regardless of their shareholding in the company.
In Italy the rules of general partnerships apply; in the absence of specific provisions,
reference is given to the rules governing partnerships for non-commercial purposes.
100
Manual for supporting the creation of spin‐offs The incorporation must be stipulated through a public deed or a certified private
document. Failure to heed this requirement leads to prohibition of registration with
the Business Register; this means that the company exists but in an irregular
situation.
The administrators that are authorised to represent the company must be expressly
mentioned in the deed of incorporation and can carry out all acts that form part of
the corporate purpose, except the restrictions shown in the deed of incorporation or
in the notary-witnessed power of attorney.
The limitations in the notary-witnessed power of attorney cannot be challenged by
third parties if they are not filed with the Business Register, if there is no evidence
that the aforementioned third parties are aware of this (art. 2298 CC).
Dissolution of the company
In addition to the grounds set forth in the rules governing the partnership for non
commercial purposes, the general partnership can be dissolved:
•
Following the declaration of insolvency (only if it carries out a
commercial activity);
•
Through an order from a governmental authority.
Companies - Limited partnership
Similar to the General partnership, this legal form is not very common. This legal
form is characterised by having persons at the same company with different
liabilities.
The partners, those that provide capital to the company, have their liability limited to
their contribution. This kind of partners does not interfere in running the company.
General partners, those that take part in the company through their work or
industry, have unlimited liability.
101 Manual for supporting the creation of spin‐offs In Spain and Italy the Partnership is divided into:
•
A limited partnership
•
A limited partnership with capital issued as stock
The limited partnership:
Is a company that is similar to the general partnership except for the fact that there
are limited partners who do not manage the company's activity and whose liability is
limited to the capital contributed, and full partners that manage the company as with
the partnership, whose liability is unrestricted and joint and several.
Limited partnership with capital issued as stock:
The capital is divided into shares and at least two partners are required,
one of whom must be a full partner.
The partner or partners in charge of administration are personally
responsible to third parties for corporate debts without any restrictions.
Stepping down from the administration ends the unrestricted liability of the
partner.
The share capital, divided into shares, cannot be less than €60,101.21 in
Spain and must be at least 25% paid up at the time of incorporation, with
the remainder payable as established in the articles of association.
In Spain there are also joint-stock companies
Joint-stock companies are public limited companies or limited liability companies in
which the majority of share capital belongs to workers who provide services that are
personally and directly remunerated, and who own at least 51% of the share
capital.
102
Manual for supporting the creation of spin‐offs The minimum capital is 60,102 Euros in a public limited joint-stock company and
3,006 Euros in a limited joint-stock company.
The minimum number of partners is 3, and there are two kinds: Partners that work
and partners that provide capital.
Liability with third parties is restricted to the partners’ contributions.
The name must include the letters "S.A.L" or "S.L.L".
Regulated in Law 4/1997 dated 24 March, governing Joint-stock Companies.
The Cooperative in Spain
A company that provides services and satisfies needs and aspirations of its
partners through active participation and in the interest of the community.
Their structure and management are democratic, under a free affiliation and
voluntary removal system, with profits distributed in accordance with the
cooperative activity carried out.
Any economic-social activity can be performed through a cooperative company.
Cooperatives can freely and voluntarily be members of unions, federations and
confederations of cooperatives for the defence and promotion of their interests.
Law 27/99 dated 26 July regulates the Cooperative Companies Act at a national
level in Spain and in Galicia through Law 5/1998, dated 18 December, governing
Galician Cooperatives.
The Cooperative in Italy
These are characterised by pursuing a specific institutional aim, the so-called
member of a mutual association purpose. The purpose pursued is to provide
partners with goods, services or offers of employment under conditions that are
more favourable than market conditions. The will to set up a cooperative stems
103 Manual for supporting the creation of spin‐offs from the identification of a common need and the determination to satisfy this need
efficiently and effectively through self-management and optimum employment of
economic and personal resources of the partners.
Among the newest items is the distinction between the prevalent mutuality
cooperatives (protected) and the rest. In fact, only the former benefits from the tax
advantages for cooperatives, except the obligation for registration with the
corresponding register of the Ministry of Productive Activities, which replaces the
prefecture register. More specifically, prevalent mutuality cooperatives are defined
as companies that:
•
Carry out their activities preferably in favour of the partners,
consumers or users of goods or services;
•
Preferably use the employment contributions of partners in the
performance of their activity;
•
Use partners’ contributions of goods or services in the performance
of their activity.
The articles of association of prevalent mutuality cooperatives must include the
following clauses:
•
Prohibition of distributing dividends higher than the maximum interest
of savings bonds, increased by 2.5%;
•
Prohibition of remunerating the financial instruments offered through
subscription to the cooperative partners by more than 2% of the
capped limit for dividends;
•
Prohibition of distributing reserves among cooperative partners;
•
Obligation to return, in the event of dissolution of the company, all
corporate assets, deducting only the share capital and possible
104
Manual for supporting the creation of spin‐offs accrued dividends, to the mutual funds for the promotion and
development of cooperation.
The cooperative forfeits the status of prevalent mutuality cooperative in the event
that for two consecutive years it fails to respect the conditions of prevalence, and
whenever the statutory provisions are modified.
The company must be incorporated through a public deed and is subject to
registration with the Business Register, which entails the subsequent acquisition of
a legal personality. At least nine associates are required to set up the cooperative;
however, three is sufficient if the cooperative adopts the rules of the limited liability
company and the partners are physical individuals.
In cooperative companies the organisational structure of the management body can
be set up using the basis of systems used for public limited companies.
Main kinds of cooperatives:
•
Consumption cooperatives;
•
Production and work cooperatives;
•
Housing cooperatives;
•
Farming cooperatives;
•
Credit cooperatives;
•
Social cooperatives.
Mutual insurance company
These are specific kinds of cooperative companies with limited liability that are set
up for the purpose of the insurance activity and which are characterised by the
105 Manual for supporting the creation of spin‐offs close interdependence, by law, between the status of partner and that of insured
party.
The mutual insurance companies are mainly bodies corporate set up to protect
partners from damages that may stem from circumstances explained in the social
contract, in exchange for payment of periodic contributions by the associates.
4ª Team work selection
In the company’s operacionalization phase, the participation of persons with
administrative and management experience and, preferentially, with experience in
the market / sector where company intends to act and that can bring with them all
the network of contacts created, is extremely valuable. This is one of the great
advantages of spin-offs, essentially, of spin-offs companies.
After the spin-off launch, and being the company already prepared for the market,
the company must initiate its transition for the adolescence. This transition implies,
normally, an increase of the internal contracted personal. From this point the main
focus starts to centre itself in sales and market. Then, the company should start to
generate a financial turnover from sales.
It is also in this phase that the link with the parent company must start to be broken
and the company must acquire autonomy to survive in the market.
106
Manual for supporting the creation of spin‐offs 3.7. Complementary support instruments
1. Scientific and technological parks
A scientific and technological Park is a project, generally associated to a physical
space, which affects a specific group of companies and which joins together a set
of distinctive elements, more specifically:
•
It maintains formal and educational relations with universities,
research centres and other higher education institutions;
•
It was designed to foster training and growth of companies based on
knowledge and other high value-added organisations belonging to
the tertiary sector, normally resident on the park itself;
•
It has a management system that ensures technological transfer and
boosts innovation among companies and organisations located there.
The basic components of a scientific park are:
•
•
Business incubator;
Suitable infrastructures for development of companies in the
incubator;
•
Agreements with one or more universities;
•
Business
management
tools
to
support
management
and
administration of companies located on the park, such as the case
with seed capital (capital that funds companies that are at their initial
stage and which involve a high risk).
Some studies distinguish between scientific park and technological park in so far as
they understand the scientific park to be more connected to the university and as
107 Manual for supporting the creation of spin‐offs the driving force behind spin-off companies, while they see the technological park
as more focused on the private sector, where companies that have already been
consolidated are generally located.
The technological parks carry out an important role in the promotion and
management of transferring knowledge and technology between universities,
research institutions, companies and markets. They also contribute towards the
creation and growth of innovative companies, some of which are spin-offs, in so far
as they also offer space and suitable installations for the activities carried out and
other value-added services.
2. Business incubators
Incubators are organisations that are generally set up on scientific and
technological parks. They possess a set of resources, administered by experienced
personnel with the capacity to advise and guide other persons with excellent ideas
in the sense of the future company's business focus. Their job is to promote the
transfer of know-how, mainly within the business aspect, for young entrepreneurs
that have innovative business ideas.
They normally offer services such as a physical space with offices and laboratories,
shared
secretarial
services
and
support
teams,
monitoring,
consultancy,
establishing contacts for possible cooperation or investment activities.
By promoting ideas and projects with potential, the incubators essentially value the
following aspects: the future market, the necessary technology, human resources,
competitive advantages, the global or regional focus, feasibility and whether or not
the idea is innovative. If any of these requirements is not satisfied, the company
enters a preincubation process to strengthen the weak points.
108
Manual for supporting the creation of spin‐offs Electronic resources on spin-offs
109 Manual for supporting the creation of spin‐offs 110
Manual for supporting the creation of spin‐offs In this manual we have tried to present some of the ideas and concepts that seem
fundamental to understand the source, the key collaboration methods, the
importance and implications in the development of this kind of project.
However,
we should also like to mention other resources that can be consulted and analysed
for more in-depth knowledge in this issue.
We can therefore provide the following recommendations:
•
La OECD has plenty of information of interest within the spheres of
innovation and technology of spin-offs.
•
The Institute for Prospective Technological Studies (IPTS) is one
of seven scientific institutes of the Joint Research Centre (JRC) of the
European Commission. Located in Seville, it was created in 1994 for
the purpose of studying and promoting the union between
technology,
economy
and
society.
It
studies
scientific
and
technological development, as well as its impact on the different
sectors of society.
•
We should mention the Innovation web of the European Union.
This acts as a platform for cooperation and exchange of good
practices in areas of innovation. Here, it is possible to collect data to
analyse and compare the innovation initiatives and policies of
different EU countries. It features a lot of benchmarking, annual
accounts and references from other programmes that support
innovation and spin-offs.
•
Other notable resources include the NASA web, with information on
Nasa’s activity in this area, and a database with information and
examples of spin-offs.
•
CORDIS (community information service on R&D) is also of interest.
111 Manual for supporting the creation of spin‐offs •
There is also the UMIC web, the agency for a Sociedade do
Conhecimento (http://www.umic.pt).
•
Website of the Spanish Science and Technology System (SECYT)
www.mec.es
•
Scientific and technological research in Italy website (Ricerca
Scientifica e Tecnologica) (www.miur.it)
112
Manual for supporting the creation of spin‐offs Conclusion
113 Manual for supporting the creation of spin‐offs 114
Manual for supporting the creation of spin‐offs To sum up we now provide a brief conclusion to highlight the context of the new
economy in which we live, characterised by the constant and rapid creation of
knowledge in all areas of science, and for the need for efficient processing of
information to keep ourselves professionally and socially active and included.
We are faced with an economy of companies that moves around internal and
external communication networks, using Internet as the central technological
instrument of production, of management, of communication and of relations both
with the market as well as with suppliers. In summary, this is a global economy
that encompasses the entire planet.
The two basic variables within this context are productivity and competitiveness
of companies and territories. Productivity and competitiveness are currently
determined basically by innovation.
In this regard, the public, national and community policies must accompany this
trend. The Lisbon Agenda, adopted by the European Commission in 2000, and
reinforced in 2005, is precisely geared at motivating Member States in the
promotion of research and development and innovation as the development base of
companies and of the European economy.
Within this context of globalisation, which is always linked to the concept of
fragmentation, is where there is an ongoing intensification movement of creating
spin-offs. We have already seen the importance of spin-offs and the opportunities
and limitations of these companies and we invite interested parties to take another
look at these.
The movement of creating spin-offs has a different intensity depending on whether
we are talking about the USA or Europe, and in Europe it varies greatly from one
country to another. However, it is possible to conclude that this is a movement that
has very positive results for the economic and social development of territories, and
which has been progressively intensifying in Europe, either in an academic climate,
a business climate, with intervention of the university or research centres or without
115 Manual for supporting the creation of spin‐offs their direct participation. The participation of spin-offs tends to be more frequent in
certain sectors of business, such as information and communication technologies or
biotechnology. However, there are examples of spin-offs in virtually all sectors of
the economy.
116
Manual for supporting the creation of spin‐offs Bibliography
117 Manual for supporting the creation of spin‐offs 118
Manual for supporting the creation of spin‐offs Calvo-Sotelo, Mercedes Cabrera, “Science and Technology Policy in Spain: an
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120
Manual for supporting the creation of spin‐offs 121