
Spin-off
What is a Spin-off?
A spin-off, which Law 14/2011 on Science, Technology and Innovation (LCTI) calls a Knowledge-Based Company (KBE), is a company created with the aim of exploiting a product or service resulting from research and in which, normally, personnel from the team that developed the research are involved. It is a type of knowledge-based start-up.

The UPV’s EBC Regulations establish the following conditions for recognizing an EBC:
- That, in accordance with the LCTI, its corporate purpose consists of:
- Research, development or innovation.
- The realization of concept tests.
- The exploitation of patents and, in general, the assignment and exploitation of industrial and intellectual property rights, plant varieties and trade secrets.
- The use and exploitation, industrial or commercial, of innovations, scientific knowledge and Research Results.
- The provision of technical services related to the purposes of the UPV.
- To maintain a legal-economic and, where appropriate, human link, through its Research Staff or Members of the University Community, with the UPV.
- To be expressly declared as such by the UPV, considering the relevance of the contributions (knowledge, as well as, infrastructures or Members of the University Community), of the University to the EBC UPV.
The generation of spin-off companies generates high-value economic fabric, contributes to job creation for university graduates and is the most complete mechanism for knowledge transfer. It is supported by the Organic Law 2/2023 of the University System (LOSU).
How does i2T help in the creation of Spin-offs?
i2T supports the creation and initial development of spin-off companies of the UPV as a mechanism to transfer research results through the protection and transfer of knowledge to be transferred, the nucleation of a balanced promoter team, the introduction of investors and other support agents to the startup and assistance in the process of incorporation and initial development of the company.

Regulations for the
creation of EBCs

Spin-off creation
process

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FAQs
How to participate in a Spin-off?
UPV personnel promoting a spin-off can be linked to it in the following ways:
- As a partner. If you have more than 10% of the share capital, you must obtain compatibility, which will require the participation of the UPV in the company.
- As a member of the administrative body of the company. In this case you must also obtain compatibility, and the participation of the UPV in the company will be required.
- By providing services through contracts and agreements between the spin-off and the UPV.
- Through part-time employment that does not clash with the UPV schedule.
- Through a temporary leave of absence for a maximum of 5 years, with reservation of the job at the UPV.
What role does the UPV play in a spin-off?
The UPV will be able to to participate as a partner the UPV will be involved in the company, thus facilitating the obtaining of compatibility for UPV personnel who need it and the transfer of technology under very favorable conditions. As a general rule, the UPV will not participate in the administrative body of the company, but will require that it remains a company that exploits technology transferred by the UPV and generates wealth in the environment. The UPV will take part in the Members’ Meetings and in the capital increase processes foreseen in the Partners’ Agreement.
In the event that the UPV do not participate as a member if the three elements required by its regulations are met, it may be able to recognize the company will be formally recognized as a non-participated EBC and, like those in which the UPV participates, will be able to use the trademark free of charge Spin-off UPV™.
What are the incentives for research promoters?
The participation of the UPV as a partner in the company makes it possible for research personnel to be granted compatibility in order to hold more than 10% of the capital stock, to be part of the administrative body and to be hired to carry out certain activities in the company, in accordance with the procedure and requirements established in Article 61 of the LOSU and Article 18.2 of the LCTI.
The IDP promoters will be acknowledged for their participation in the spin-off with up to 14 points in the IAI as established in art 9, C)-10.4 of the Regulation for the Evaluation of the Research, Development and Innovation Activity of the UPV.
What steps must be taken to start a spin-off?
Once a Business Plan has been elaborated and the knowledge to be transferred and exploited by the company is well identified, the steps to be taken when the UPV is going to participate in the company are:
- Presentation of the Knowledge-Based Enterprise Application attaching its Business Plan. In case the company is already constituted, in addition: Bylaws, Partners Agreement, certificates accrediting that the company is up to date with tax and social security obligations.
- Negotiation of the terms of the relationship: R&D or Transfer Contract, partners’ agreement and compatibility of UPV staff, between the promoter team and the EBC Unit, formed by staff from Ideas UPV, i2T and the CPI Foundation.
- Approval of the Knowledge-Based Company by the Governing Council’s Entrepreneurship Committee and the Social Council.
- Processing of the compatibility, if applicable, by the promoter team.
- Incorporation of the company (or purchase of shares by UPV if already incorporated) before a notary public and signing of the License Agreement and the Shareholders’ Agreement.
How is the relationship between the Spin-off and the UPV?
Generally, UPV does not take part in the administrative body, but exercises its rights as a member by participating in the General Meeting through a representative appointed by the Rector.
As a partner, the UPV subscribes to the company’s Shareholders’ Agreement and sets some of its conditions. Particularly relevant is the anti-dilution condition, which allows UPV to maintain its percentage in the share capital until the company has reached a certain value.
The Transfer Contract regulates the relationship whereby the UPV licenses a registered knowledge asset to the company in exchange for economic conditions that usually respect the development of the company as foreseen in the business plan.
Over time, new contractual knowledge transfer relationships may develop between the spin-off and the UPV and the company may benefit from its proximity to the university.
What support is available to start a spin-off?
A spin-off company is an initiative of great interest for transferring knowledge and generating wealth, but also of great risk. This justifies the creation of a variety of mechanisms to support and accompany this process. The following is a list of resources of various kinds:
- The SPIN UPV Program of the Vice-Rectorate for Innovation and Transfer is an action developed by UPV INNOVATION whose objective is to promote the creation of companies based on UPV knowledge. It offers:
- An itinerary of four training sessions in entrepreneurship. Contact with business development profiles/CEOs.
- A funding call where you can get up to €45,000 for your project.
- Relationship with the investment and crowdfunding ecosystem.
- Networking with UPV spin-offs.
- Acceleration programs are an important element in the entrepreneurial ecosystem that encompass a wide range of services such as training, mentoring, access to financing and investment and networking, while adding value to the company creation process. Click here here to learn about some acceleration programs that may be of interest to you.
- There are also public aids oriented in one way or another to the creation of this type of companies, either by providing them with basic financing or financing for some of their projects. Check here for updated information on public and private financing alternatives.
- Spin-offs, in their start-up, also need other types of external support in the areas of strategic and innovation consulting, industrial/intellectual property, legal, tax and labor advice, communication services, etc. In the following resource guide you will find companies that provide these services.
- Other resources of interest are:
- The BIK. Business innovation kit a program coordinated by the CEEIs of the Valencian Community to provide the Valencian entrepreneurial ecosystem with innovation methodologies and tools.
- Services Valencia Chamber and Valencia Activa of information and resources for business creation.


