Brought to you by BuckworthsIssue 02 | Winter 2014 | Quarterly

TheFinance IssueEDTECHThe current growth sector in startups

TRAVELAround the world in eighteen hours

LEGALA guide to legal structures

MARKETINGHow to harness social media

£5 where sold

Raising finance for your startup

SPOTLIGHT ON CROYDON startuproar.co.uk

buckworths.com

Corporate Lawyer of the Year 2014Lawyer Monthly

Corporate Law Firm of the Year UK 2014Worldwide Financial Advisor Magazine

Financial Deal Maker of the Year 2014 Finance Monthly

Corporate Lawyer of the Year UK 2015 M&A Today

Dear Reader

Christmas isn’t just a holiday to be celebrated but also a time to reflect on the past and a take hopeful leap into the future.

Autumn 2014 saw the launch of our very first issue of StartUp Roar. We received an overwhelmingly positive response and would like to extend our gratitude to all the contributors, startups, coffee manufacturers and StartUp Roar staff who were involved in the project. Without your patience and support, this wouldn’t have been possible!

I now have the pleasure of introducing you to our second (December) issue! This issue focuses on the world of funding for startups. Michael Buckworth (named corporate lawyer of the year 2014) talks about angel funding and offers top tips on how to raise a seed round in six weeks. Bryan Kemsley from McCabe Ford Williams runs us through the generous “R&D” and “Patent Box” tax reliefs whilst we are introduced to crowdfunding by Chris Hancock, CEO of Crowd2Fund.

We are also introduced to the Croydon startup scene (the topic of our March 2015 edition) and some of the key players there. Just 15 minutes from Central London, Croydon has experienced an explosion in its tech startup scene and now boasts one of the most vibrant tech scenes in London.

So grab a mince pie, mull that wine, turn on the fairy lights and delve into the second edition of StartUp Roar.

From all the team here, and at Buckworths, we wish you a Happy Christmas and prosperous 2015.

Miles AlexanderEditor

2

HELLO

“’Tis the season to be jolly, stuff one’s face and drink mulled wine.”

3

FINANCE

CONTACTS

T. 020 7952 1721

E. editor@startuproar.co.uk

W. www.startuproar.co.uk

@RoarStartup

/startuproar

StartUp Roar

StartUp Roar is published by Buckworths Limited trading as “StartUp Roar”, 200 Aldersgate, St Paul’s, London EC1A 4HD.

All statements and opinions contained herein are those of the writers and content contributors and do not refl ect the opinions of Buckworths Limited. Any content of a legal or fi nancial nature contained in this magazine is published by way of guidance only and shall not be deemed to constitute legal, accountancy, tax or fi nancial advice. No content contained herein is intended to be, nor shall be interpreted as, a fi nancial promotion. No advertiser or subject of any articles is or shall be deemed to be making or communicating any inducement to engage in investment activity of any kind.

Buckworths specifi cally disclaims any liability for losses, damages or other expenses incurred by any person as a result of reliance on any statement in this magazine.

Copyright 2014. All rights reserved.

No part of this magazine may be reproduced, stored in a retrieval system or transmitted in any form or by any means, without the prior written consent of Buckworths.

CONTENTS

FEATURE

LEGAL

TRAVEL

EDUCATION

EdTech - 30Jan Matern discusses EdTech

Emerge Education - 34An introduction to accelerating your EdTech business

Social Networking for business - 20

Croydon - 22An introduction to the burgeoning tech scene

R&D Tax Reliefs – 16Bryan Kemsley introduces R&D and Patent Box beliefs

Crowdfunding – 10Chris Hancock from Crowd2Fund on crowdfunding

LIFESTYLE

Legal Structures - 26An introduction to structures for a full-profi t business

NYE - 38We travel around the world on our fantasy NYE trip

4

FINANCE

The reality is that there is a huge

amount of angel money fairly easily

available in the London market (along

with a few sharks). Angel investors

are attracted by the generous reliefs

available to investors in startups

which give investors up to 50% up

front income tax relief on qualifying

investments and 100% capital gains tax

relief on any gain made on a sale. Most

business models qualify for the reliefs

and the process of qualification is fairly

straight-forward. (See the article on the

Seed Enterprise Investment Scheme in

our Autumn 2014 edition).

But how to find these tasty

morsels? Entrepreneurs have

a couple of options: network

like crazy and find investors

themselves or through

their network, use an angel

group or crowdfunding

platform or hire a

connected fundraising

advisor to co-ordinate the

fundraising process.

Each approach has benefits

and disadvantages. Raising

a round using one’s own network

is time-consuming and can detract

from the day job of running the

business. However, it has long

term benefits of expanding your

network and making your network

more relevant and more involved.

In addition, investor terms (particularly

valuation) are far better when

founders have raised from within their

own network.

Angel funds may charge an arrangement

fee and valuations may be lower than

if the round was raised independently,

but on the upside, the process is often

quicker and most networks provide

help and advice in getting the round

closed quickly.

Crowdfunding requires the company

raising the funds to have an existing

network and a portion of the target

amount pledged when the campaign

goes live – the general advice is 30%

– but the platforms add considerable

value from a marketing and promotion

perspective due to their access to a

large number of potential investors

and customers.

As an entrepreneur trying to raise funds, it is easy to feel like a

penguin pup at lunchtime. The water is pretty chilly, there are lots

of other penguins diving in and grabbing lots of fish, you aren’t sure

where the sharks are lurking and your feet are extremely cold.

Raising Funding

5

“Entrepreneurs should not forget that fundraising isn’t necessarily about getting third party investment – saving money and getting “free” grants is just as valuable”

6

FINANCEFinally, hiring advisors can bring with

it a depth of experience (particularly

where the advisor is a seasoned and

successful entrepreneur) as well as the

advisor’s own personal network. That

said, entrepreneurs should always

be careful to check the suitability of

advisors – there are enough warning

stories out there about advisors

who have promised the world and

delivered nothing.

Entrepreneurs should not forget

that fundraising isn’t necessarily

about getting third party

investment – saving money

and getting “free” grants

is just as valuable. The

Technology Strategy

Board offers very

generous grants

for tech startups

doing something

i n n o v a t i v e

which can

replace or

complement

an investment

r o u n d .

S i m i l a r l y ,

there are a

number of

generous tax

reliefs available

to tech startups,

p a r t i c u l a r l y

those carrying

on Research & Development or

patenting elements of their product

or service. Entrepreneurs should

investigate the availability and suitability

of both grant funding and tax

reliefs in the context of seeking to

raise investment.

In this special finance section, we

have pulled together experts who

discuss some of the sources of finance

detailed above.

Michael Buckworth from Buckworths

sets out the basics of the TSB SMART

grants (grants of up to £250,000

for innovative tech startups to

carry out market research and

develop a prototype) whilst Chris

Hancock, founder of Crowd2Fund,

the UK’s only crowdfunding

platform offering all forms of

crowdfunding in one place,

explains what crowdfunding

is and how it can be

used by startups not

just to raise funds.

Finally, Bryan Kemsley

of McCabe Ford

Williams Chartered

Accountants explains

the basics of both

R&D and Patent Box

tax reliefs.

With the information

in this finance edition,

entrepreneurs (and

penguins) will be able

to dive into the sea of

fundraising and pluck

out juicy morsels without

getting snapped by the

sharks. Sorry, we can’t help

with the cold feet!

FINANCE

7

Technology Strategy Board

Financial help in the form of grants is available for ambitious entrepreneurs who have a fantastic, potentially life changing concept.

Smart Grant Scheme

8

Technology Strategy Board FINANCE

The Smart Grant Scheme is a

competition run by the Technology

Strategy Board (“TSB”) that allows

small and medium sized enterprises

(“SMEs”) to apply for funding

(“Smart Grants”) towards the cost

of a research and development project

in science, engineering or technology

with the ultimate goal of producing

new products, processes and services.

This often takes the form of an initial

prototype that can be showcased to

the wider community in order to test

the market.

A Smart Grant will only make up a

proportion of the total project cost.

A company will have to match Smart

Grant funding with its own resources

and/or investment. TSB requires a

company to provide evidence that it

can obtain the remainder of the funds

to complete the project.

A company awarded a Smart Grant

is required to reclaim eligible costs

from TSB after such costs have been

incurred. Claims can only be made for

costs that (i) are directly incurred as a

result of delivering the project and (ii)

have been incurred during the pre-

agreed project period.

If an application relates to a software

project, eligibility for the grant will

rely upon whether the technical

development that the project produces

is a “step” change in how technology

is used, or an “incremental” change/

increase in functionality. Funding can

be allowed for the former, but not

the latter.

The key features of Smart Grants are

as follows:

• Smart Grants are available to single

companies.

• The IP of a project undertaken

with the aid of a Smart Grant will

remain with the company.

• A company in receipt of a Smart

Grant can also apply for additional

funding from other public bodies.

• A company can simultaneously

obtain investment under SEIS

whilst claiming the grant.

• All eligible costs of the project,

however financed, will attract R&D

tax credits at the large company

rate, which can be set against

taxable profits.

For full details of how to apply,

deadlines for submitting your

application and a detailed overview of

the application process visit: https://

interact.innovateuk.org/competition-

d i sp lay-page/- /asset_pub l i sher /

RqEt2AKmEBhi/content/smart-2014-

15-round-5?p_p_auth=6l3cMtB8

9

According to a government

appointed committee, UK

businesses are facing a funding

gap of £191billion in the

coming years.

This funding gap arises in part due

to the lack of enthusiasm within the

high street banks to lend to smaller

and riskier businesses. UK banks have

faced increased regulatory demands in

recent years and have been required

to recapitalise their balance sheets.

This has resulted in a reduction in bank

lending and an increased emphasis

on the creditworthiness of businesses

borrowing money with the result that

bank funding for startups has restricted.

This funding shortfall has lead to the

rise of alternative funding options

including peer to peer funding (known

colloquially as crowdfunding).

Crowdfunding provides a unique

and attractive solution to this funding

gap. Crowdfunding mobilises private

money controlled by individuals which

would otherwise be sitting in bank

accounts earning negligible or negative

returns (once the impact of inflation

is taken into account). This pool of

private money is estimated to be as

large as £260 billion.

Crowdfunding offers investors the

opportunity to earn better returns on

their investment than traditional means

and allows investors to support UK

businesses through their investments.

Crowdfunding is

being embraced

by both institutions

and individuals as

a way to manage

financial needs

and make monies

work harder.

In particular, crowdfunding is giving

individuals more choice and control

over where to invest and is helping

break the monopoly that traditional

banking methods have over the

provision of funding.

In the UK, the Financial Conduct

Authority (FCA) has lead the way in

creating a clear regulatory regime

which supports the develop of

crowdfunding whilst at the same time

protecting investors and companies.

Coupled with this, the sector is

supported by generous

tax incentives such as

the Seed Enterprise

Investment Scheme

(SEIS) which gives

investors in qualifying

companies up to 50%

of the amount of their

investment back from

HMRC off their income tax

bills as well as a capital gains

tax free exit when they sell their

shares after three years.

These regulatory and tax advantages,

coupled with an abundance of skills

and technology companies, have made

the UK the perfect jurisdiction for

crowdfunding to grow and succeed.

How does crowdfunding differ

from traditional forms of finance?

Crowdfunding offers an alternative

way to raise funds when banks and

other investors are not interested

in investing. This is often particularly

useful for early stage businesses which

banks view as too risky whilst VCs

won’t invest because the business is

too early stage.

Crowdfunding provides a way of

harnessing the “crowd” – both

a business’ own supporters and

Crowdfunding

“Crowdfunding is generating exciting opportunities for private investors whilst simultaneously creating jobs and boosting macroeconomic growth. It is the start of the regeneration of the entire finance sector.”

Chris Hancock, CEO of Crowd2Fund

Article contributed by Chris Hancock of Crowd2Fund.

10

Crowdfunding FINANCE

Chris HancockChris is the Founder and Chief Executive Officer of Crowd2Fund. Based in London and regulated by the FCA, Crowd2Fund is the first crowdfunding platform in the UK offering every type of crowdfunding models.

crowd2fund.com

11

social network, but also that of the

wider crowdfunding community

to complete the fundraising and

facititate the growth of the profile of

the business.

Campaigns tend to be relatively short

meaning that finance can be raised

quickly (often within 6 weeks) and the

process is much more straightforward

than borrowing money from a bank.

12

FINANCE

In addition, aside from the money

itself, crowd-funded businesses get a

significant boost from the advertising

and PR that goes in parallel with the

fund raise. The business is seen by

a huge number of investors, some

of whom may not choose to invest

immediately but may join the business’

network with a view to supporting or

becoming involved later. Furthermore,

as investors have become part of

the success of the business, they are

encouraged to further market the

proposition to their friends, family and

business associates meaning that the

13

14

company gets (free) verification and

recommendation from third parties.

Aside from the obvious funding

opportunities brought by

crowdfunding, the proposition also

provides market validation for a new

concept in a way that is not provided

by more traditional bank lending. If a

campaign is a success, “the crowd”

believes in the idea which is a good

indication that the business will be

successful when launched to the

market as a whole. This differs from

the situation where a bank approves

a loan (which is probably based on

the ability of the founders to repay

the loan rather than the prospects

of the business itself) or a VC agrees

to invest (where at best a couple of

decision makers think the business

will succeed). As such, crowdfunding

provides a cheap and efficient way to

road test an idea before spending time

and money on a business that may

not succeed.

Crowdfunding often provides cheaper

quicker funding than traditional forms

of finance. With debt crowdfunding,

interest rates payable on loans are

often below those offered by banks

and the amounts borrowed are

often significantly higher. Businesses

can borrow more money on better

terms without the need to go back

to the bank multiple times to extend

borrowing facilities.

Finally, new crowdfunding models

such as Revenue Share can offer much

more flexible and tailored finance

for business when compared with

traditional bank loans.

In summary, crowdfunding combines

market validation, and PR with fund

raising in a way that is not achieved

by more traditional forms of finance.

Businesses that raise initial rounds

through crowdfunding often benefit

from a wider network and more

thorough market testing than other

self-funded or bank-funded businesses.

FINANCE

Crowdfunding covers a number of different models.

Equity crowdfunding enables companies to market to “the crowd” making a lawful financial promotion via the crowdfunding

entity’s platform to pre-selected angel investors. The platform handles the campaign and the collection of the

investment monies. When the campaign target has been met, the monies are released to the company and

shares are issued to investors.

Debt crowdfunding enables businesses to borrow money from “the crowd”. The business publishes a campaign summary on the

crowdfunding entity’s platform and investors submit the amount they are prepared to lend and the interest

rate applicable to the loan. At the end of the campaign, the business selects the best offers and enters into loan

agreements with those investors.

Rewards crowdfunding enables a business to raise finance by offering a “reward” to investors who pledge a certain amount of money.

Often, this form of funding is used by businesses to pre-sell their product.

Donation crowdfunding is where a person or cause asks for donations from investors often to facilitate a social enterprise activity of

other good cause.

Revenue share crowdfunding enables a business to borrow money whilst enjoying the flexibility of no fixed repayments. Instead the business

defines a total repayment value and repays the loan as a percentage of it’s monthly revenue.

15

R&D Tax Reliefs and Patent Box

R&DResearch and development (R&D)

by UK companies is being actively

encouraged by Government through a

range of tax incentives. The incentives

are only available to companies and

include an increased deduction for

R&D revenue spending and a payable

R&D tax credit for companies not

in profit.

The relief

The R&D revenue relief increases the

amount a company can obtain in tax

relief to more than the normal 100%

revenue deduction. This relief is 225%

In addition to raising finance through investment, loans and grants,

startups should not forget the importance of saving money wherever

possible. For companies in the tech space, there are

significant tax reliefs available which can either

reduce tax liabilities or result in a large

tax credit. All startups should carefully

consider whether they would be eligible

for any reliefs in the context of more

general fundraising activities.

In this article, Bryan Kemsley from

McCabe Ford Williams Chartered

Accountants explains the reliefs.

16

R&D Tax Reliefs and Patent Box FINANCE

for expenditure incurred by a SME on

or after 1 April 2012. Large companies

are subject to a different regime not

considered here.

Alternatively an SME may claim

a payable R&D tax credit for an

accounting period in which it has a

surrenderable loss. For expenditure

incurred on or after 1 April 2014 the

amount of payable tax credit that a

company is entitled to for an accounting

period is 14.5% of the surrenderable

loss for that period (previously 11%).

For accounting periods ending on or

after 1 April 2012 the R&D credit is

no longer restricted to the PAYE/NIC

liabilities of the company.

The following is an example of the relief

in operation.

Neuf Ltd is an SME and incurs qualifying

R&D expenditure during the year to

31 March 2015 of £100,000.

Assuming Neuf Ltd is profitable it

will be able to claim a deduction in

respect of its R&D expenditure

of £225,000. This will reduce its

corporation tax liability by £45,000

(assuming a 20% rate), giving the

company effective relief on the actual

expenditure of 45%.

If, on the other hand, Neuf Ltd is making

losses, the £225,000 attributable to

the R&D expenditure can either be

carried forward for relief against future

trading profits or converted into a

payable R&D tax credit. The rate of

conversion is currently set at 14.5%

so this would generate a payment to

the company of £32,625 (£225,000 x

14.5%) which equates to 32.63% of

the original expenditure.

Considerations

There are two main considerations to

establish whether the reliefs for R&D

are available. These are concerned

with the activity and also the conditions

relating to the expenditure incurred.

Is the activity qualifying R&D?

The first essential matter to determine

is whether HMRC would accept that

the particular activities constitute R&D.

Relief is available if a project seeks

to achieve an advance in overall

knowledge or capability in a field of

science or technology through the

resolution of scientific or technological

uncertainty and not simply an

advance in its own state of knowledge

or capability.

Furthermore it must be related to the

company’s trade either an existing

one, or one that the company intends

to start up based on the results of

the R&D.

HMRC guidance suggests when

making the claim for relief that a

company should answer the following

questions, so they can see how your

view of the definition applies to the

company’s project.

• What is the scientific or

technological advance?

• What were the scientific or

technological uncertainties

involved in the project?

• How and when were the

uncertainties actually overcome?

• Why was the knowledge being

sought not readily deducible by a

competent professional?

Does the expenditure qualify?

The second consideration is to ensure

the relevant tax conditions are met,

the most important being that (i) the

expenditure must be from a qualifying

revenue category and not be capital

expenditure, (ii) the spending must

not be incurred in carrying out

activities contracted to the company

17

by another person (however a slightly

different form of R&D tax credit

may apply – you may still be able to

claim, as a subcontractor, under the

Large Company Scheme which is not

considered further in this here) and (iii)

the expenditure must not have been

met by another person. (If the R&D

project is funded in whole or part by

‘State Aid’ such as a government grant,

none of the spending on that project

can qualify for R&D tax credits).

The R&D does not have to be

undertaken in the UK.

The Company must make a claim

for R&D relief in its Company Tax

Return. The normal time limit for

making a claim is two years after the

end of the relevant Corporation Tax

accounting period.

Patent BoxThe Patent Box provides a reduced

rate of corporation tax for companies

exploiting patented inventions or

certain other innovations protected

by particular intellectual property

(IP) rights.

How it works

The reduced rate applies to a

proportion of the profits derived

from the licensing or sale of the

patent rights or from the sale of

the patented invention or products

which incorporate the patented

invention. Profits derived from routine

manufacturing, development or

exploitation of brands and marketing

intangible assets are excluded.

The reduced rate of tax is given by

providing an additional deduction in

the corporation tax computation.

To minimise administrative costs,

Patent Box profits for many claims

can be calculated using a formulaic

approach which is intended to identify,

in most circumstances, a reasonable

figure for profit derived from the

patent. Companies can opt to

identify the profit through a more

detailed calculation (not considered in

this article).

The election allows a deduction to

be made in calculating the profits of

the trade period. The amount of the

deduction is:

(MR-IPR)

RP x

MR

where:

• RP is the relevant IP profits of the

trade of the company,

• MR is the main rate of corporation

tax, and

• IPR is the special IP rate of

corporation tax (10%).

The following is an example of the relief

in operation.

If a company has trade corporation tax

profits of £1,000, which qualify in full

for the Patent Box when the main rate

of tax is 22%, then instead of arriving

at a tax charge of £100 by multiplying

£1,000 by 10%, the calculation

proceeds as follows:

Profits of Company’s trade chargeable

to CT = £1,000

Patent Box Deduction 1,000 x (22-

10)/22 = £545

Profit Chargeable to corporation tax =

£455

Tax payable (£455 x 22%) = £100

This approach is used, rather than

directly charging the relevant profits

at 10%, to avoid complications if the

company claims losses or other reliefs

and to simplify the way the Patent Box

will be administered on corporation

tax returns.

The formula is the same for companies

charged at the main rate of corporation

tax and for companies charged at the

small profits rate, or at the main rate

with marginal relief. This means that in

some cases Patent Box profits may be

charged at a little below 10%.

Conditions

The company must be a qualifying

company and own or hold a license for

a UK or European patent. There are

two main conditions: (i) the company

must have undertaken qualifying

development by making a significant

contribution to the creation or

development of the item protected by

the patent or a product incorporating

this item; and (ii) if the company

holds a license in patent rights, the

license must give it exclusivity for

those rights. This must extend at least

country-wide.

There are a number of detailed

conditions and qualifying criteria within

the scheme.

18

FINANCE

Bryan KemsleyBryan is a partner with McCabe Ford Williams, a leading chartered accountancy practice with 6 offices across Kent and a strong presence in London, particularly in the startups scene.

McCabe Ford Williams is a modern and thriving firm offering many more services than the typical accountancy, tax and audit services clients might expect. With the skill set of a larger London based firm, they have all the necessary knowledge, experience and expertise clients will ever need, without the associated high City costs.

mfw.co.uk

19

Social networking for business

We live in an age where we

are all connected. Our phones

buzz continually with Facebook

updates, Whatsapp messages

and tweets from friends and

followers. But how much of that

information is useful, particularly

when it comes to generating

new business?

Advertising on social media isn’t a new

phenomenon. In fact, most platforms

such as Facebook and Google rely on

trend-based targeted advertising in

order to raise some of their profits. By

monitoring user activity, they are able

to streamline the advertised products

and services to which an individual is

exposed theoretically meaning that all

advertising is targeted to the particular

target audience.

Recently, Facebook announced that it

was launching a business to business

platform alongside its existing social

platform. Whilst the existing Facebook

platform has proved successful for

social marketing and consumer-facing

products and services, it has been

much less successful as a B2B marketing

tool or for marketing of professional

services. The B2B networking market

is now dominated by LinkedIn whose

platform is business focused.

Yet generating new business leads

in a cost effective and scalable way is

challenging in a B2B environment.

Traditional outsourced cold calling is

expensive and response rates to email

marketing are low. Engaging with

prospective customers on social media

networks is time consuming and results

are often difficult to measure. Online

advertising is expensive and ineffective.

The estimated return on investment

when it comes to online advertising is

thought to be less than 10%.

20

LIFESTYLE

Social networking for business

The challenge has always been to

provide a cost effective and time

efficient way to harness the power

of social media. London-based tech

business, B2B Consulting Services

have developed a business marketing

service that delivers high quality leads

quickly. They use a combination

of proven B2B lead generation

techniques and targeted social media

campaigns to deliver emailed leads

from interested prospects directly to

the customer’s inbox.

B2B Consulting Services focused on

LinkedIn to start with as it was the B2B

platform most dominant in the market

and with which businesses were most

familiar. However, they are now rolling

out their services to other platforms to

meet the needs of clients with cross-

platform presences.

Brett Davis: “The problem with relying

on social media content alone to

generate business leads is that the

process is to some extent passive –

leads have to approach the business

as a result of seeing the content.

Other methods such as mass email

marketing are inefficient because they

are so commonly used. Most users

receive so many unsolicited emails

that they will automatically junk an

unexpected email. We harness the

research and selection tools available

through platforms and their own in-

house messaging services.”

Rather than inefficiently hunting

for cold prospects, B2B Consulting

Services clients’ development team

are able to rapidly expand the sales

pipeline by engaging with a continual

stream of interested people.

This makes business marketing more

effective and cost-efficient.

Brett DavisBrett has over 19 years experience in the software industry and is co-founder of B2B Consultancy Services.

Previously, Brett was co-founder and CEO of Sazneo, a real-time group messaging service for business. He grew Sazneo into a key player within the online collaboration market before the company was acquired by Access Group in December 2012.

b2bconsultancyservices.com

21

22

FEATURE

The riots of 2011 rocketed Croydon to

international attention for all the wrong

reasons. Images of the burnt out bus in

Croydon and riot police clashing with

violent protesters traumatised the local

community and painted a picture to

the outside world of deprivation and

bitter inequality in an outer London

suburb cut off from the success and

growth of much of the rest of London.

But rather than reinforcing this sense

of chaos and allowing perception to

drive reality, the local community

with the support of the council fought

back. Entrepreneurs (who might

otherwise have been attracted to the

bright lights of Shoreditch’s Silicon

Roundabout) instead sought to create

a community of entrepreneurs in the

heart of Croydon.

The aims of this community were

broader though than simply creating

a startup hub for local entrepreneurs.

The council wanted to ensure that

the development of a technology hub

benefitted the whole community and

not just those in the tech bubble. From

the very start, there was an emphasis

of inclusivity and education.

One of the ironies of the Croydon

riots and the effect it has had in

developing a tech community in

Croydon is that the riots were to some

extent driven by technology. Multiple

reports at the time commented on the

importance of Twitter and Blackberry

Messenger in helping organisers co-

ordinate protests. Yet, it was tech

entrepreneurs who lead the drive to

create the Croydon startup hub. The

heart of Croydon’s startup is Croydon

Tech City.

Croydon Tech City is a community

of software and app developers,

creatives, investors and founders of

tech start-ups. Based in the heart of

the town centre, they offer a high

tech co-working space, meeting and

seminar rooms, a friendly bar and

most importantly a vibrant and tech-

centred community. Like its forbears

in Shoreditch, Croydon Tech City is an

organisation determined to improve

and energise the local area through a

combination of innovation, enthusiasm

and entrepreneurship.

Currently the Croydon Tech City

community is made up of more than

400 entrepreneurs as well as savvy

angel and Venture Capital investors.

Croydon Tech City hold a monthly

gathering at which local startups and

success stories (of which there are

a fair few such as Karisma Kidz who

won startup of the year 2014 as

judged by Tech City News) share

their tips and experiences and seek

feedback and support from the rest of

the community.

The local council have also been

extremely activist in supporting the

startup community and offer support

both in the form of grants and financial

support. Alongside the work of

the council, Develop Croydon is a

network of local businesses aimed at

promoting Croydon’s regeneration

and investment opportunities.

Croydon Tech HubFor most people, East Croydon is the station on the way to or from

Gatwick Airport. It probably doesn’t immediately strike one as

a centre of digital innovation. Yet, in the past few years since the

London riots of 2011, Croydon has reinvented itself as a tech hub to

rival Silicon Roundabout.

23

Spotlight on CroydonCroydon Tech CityThe centre of all things tech in Croydon, and based at Matthew’s Yard, Croydon Tech City organizes monthly meetups for tech entrepreneurs, fortnightly social drinks and other regular meet ups. Croydon Tech City offers an invaluable network for new tech entrepreneurs.

Contact:contact@croydontechcity.com – to attend on of their meet ups and get involved with the Croydon tech community.

www.croydontechcity.com

My OutSpace

A fun and weloming workspace for female founders (particularly those with young children) based in the heart of Croydon.

My Outspace offers excellent facilities (including a business library), an enthusiastic team and engaged entrepreneurs.

Contact:working@myoutspace.co.uk– to meet the team and for information about offers and using My Outspace’s facilities.

www.myoutspace.co.uk

Buckworths

Publisher of Startup Roar and based just 15 minutes by train from Croydon, this City of London law fi rm is the only fi rm in the London market focusing entirely on startups.

Buckworths already advises a number of Croydon startups as well as 45% of the wider London community.

Contact: offi ce@buckworths.com– for a free call or meeting and to receive their “Introduction to Startup Law” brochure.

www.buckworths.com

One particular success story in

the Croydon startup scene, is My

OutSpace. Launched in November

2014, My Outspace is founded by

Yuliana Topalzy as a co-working space

aimed at female founders, particularly

those with children. Based above

a children’s play centre, the venue

is child-friendly and provides an

innovative facility to allow mum’s and

female entrepreneurs a relaxed yet

professional environment to work and

network.

Yuliana’s background is representative

of the Croydon startup scene.

A mum, Yuliana headed up the

entrepreneurship programme at

London South Bank University

before becoming an entrepreneur

herself. She organised training for the

entrepreneurs on the scheme from a

range of professional organisations and

provided mentoring and support.

Yuliana wanted to set up her own

business and quickly identifi ed that

networking hubs tend to be relatively

male dominated and unable to cater

for mums with young children who

tend not to be able to work normal

offi ce hours and have to either work

from home or pay for home care for

their children.

Yuliana’s vision was to provide a

work space that was fl exible so that

female founders could drop in when

convenient but also somewhere where

they could bring their children whilst

they worked. Outspace provides a

range of membership options and has

received fantastic support from local

female entrepreneurs as well as from

the council.

Yuliana was helped by London Borough

of Croydon with a low interest loan

from Croydon Council Growth Loan

Fund which helped My Outspace

secure commercial premises. The

council helps My Outspace with

marketing and making direct referrals

and has provided a huge amount of

help and guidance.

Coupled with the help from London

Borough of Croydon, My OutSpace

received help and guidance with

business planning and development of

24

FEATURE

London Borough of CroydonThe council are very pro-active in assisting the startup community. They offer commercial advice as well as fi nancial support in the form of startup loans of between £1,000 and £5,000 for businesses less than one year old and from £2,000 to £25,000 for businesses older than one year.

Contact:economy@croydon.gov.uk– for help and advice about setting up a business in Croydon or relocating an existing business to Croydon.

www.croydon.gov.uk/business

Croydon Business VentureThe accredited Enterprise Agency for Croydon and a member of the National Enterprise Network. It helps those wanting to start their own business with both business planning and the development of basic business skills, in each case through engaging and interactive training sessions.

Contact:info@cbvltd.co.uk– for advice and support to start developing your business skills and to attend one of their seminars.

www.cbvltd.co.uk

business skills from Croydon Business

Venture. Croydon Business Venture is

the accredited Enterprise Agency for

Croydon, a member of the National

Enterprise Network and one of a

network of about 150 around the

country.

My OutSpace’s story demonstrates

the strength of the Croydon startups

scene and the breadth of support

and experience available to

entrepreneurs based there. In

many ways, Croydon shines

as an example of how an

engaged community can build

a startup hub to the benefi t

of everyone. Our nex t Spring

edition will focus on some of the

key players in Croydon more closely.

25

Legal Structures

26

LEGAL

In this article, Michael Buckworth

from Buckworths discusses some

of the options.

Part 1: For-Profit Businesses

Businesses can be operated by

individuals as sole traders or

partnerships. However, more

commonly, businesses are operated

through incorporated entities. There

are two main reasons for operating

a business through an incorporated

entity. The first is to take advantage

of the limited liability nature of some

incorporated entities with the result

that (absent the directors committing

criminal offences or the shareholders

giving personal guarantees of the

business’s liabilities) the founders

will not be personally liable on an

insolvency of the business. The second

(which is applicable to companies but

not to limited liability partnerships) is to

have the business taxed separately to

its owners.

Private company limited by shares.

This is a company with a share capital.

Shares in the company construe an

ownership stake and are purchased

either at their nominal value or at

a premium (i.e. at nominal value

plus an additional amount). Ordinary

shares generally carry three rights:

the right to a vote at a meeting of the

shareholders, the right to receive a

dividend (a distribution of profits) and

the right to share in the capital of the

company (which is generally relevant

when the company is wound up or

its assets sold). Crucially the liability of

shareholders is limited to the amount

unpaid on their shares.

Limited Liability Partnership. This is a

special kind of partnership structure

which is recognised as a separate

legal entity from its members for the

purposes of entering into contracts

and carrying on its business and

has limited liability. Unlike a limited

company, however, an LLP is not

taxed as a separate entity but each

limited partner is taxed annually on the

profits of the LLP in accordance with

his proportional entitlement to such

profits. An LLP must be set up by two

or more people with a view to carrying

on a profit making business.

Taxation of companies and the

reliefs available

Companies have to pay corporation

tax each year. In the tax year 2014/15,

this is charged on profits (broadly

income less allowable expenses) at

20% up to an aggregate annual profit of

£300,000. Thereafter corporation tax

is charged at 21%. Once corporation

tax has been paid on any income, that

income can remain in the company

and (under current tax law) will not

be taxed again unless and until it is

paid out.

Companies with a turnover in excess

of £81,000 in tax year 2014/15

are required to register for VAT.

Companies with a turnover below that

threshold are not required to register,

but may if they wish. VAT is chargeable

at 20% on provision of VATable goods

and services and is payable to HMRC

in arrears. Companies registered for

VAT are permitted to offset VAT they

have paid (input tax) from VAT they

have charged (output tax).

Subject to meeting certain qualification

criteria, entrepreneurs’ relief is available

to founders of a company when they

sell their shares. Entrepreneurs’ relief

reduces the capital gains tax payable

on any gain arising on a sale of shares

to 10%.

Ongoing costs

Limited companies are required to file

three sets of information on an annual

The first decision for any entrepreneur is what legal structure to use. Fortunately, in the UK there are a variety of legal structures through which a business can operate.

27

28

LEGALbasis: a return to Companies House,

annual accounts (or, if the Company

is dormant, a dormant return) and a

corporation tax return.

If the company has employees, it must

deduct PAYE and account to HMRC

monthly for such deductions and its

own employer’s NIC liabilities.

When new shares are issued and/or

directors appointed or removed, filings

must be made at Companies House.

The cost of this compliance is relatively

low. So long as all filings are made on

time, the fees payable to Companies

House should not exceed £50 per year.

Accountancy fees will vary depending

on the complexity of the company’s

business but in general should be in the

region of £1,000 to £2,000. Where

the company is dormant, accountancy

fees should be nominal.

Like companies, LLPs must file annual

returns but not accounts. Each limited

partner will be required to file a

personal tax return taking into account

his

proportion of the earnings of the

LLP. The fees payable to Companies

House should be similar to those of a

company.

Choosing a legal entity

Before choosing a legal entity, you

should consider the following questions

and have a talk to your accountant:

1. Is my business selling a packagable

product, software or service or

is it a means for me (and my

fellow founders) to sell our time,

experience and knowledge?

2. Will the business need investment

in the future?

3. What is my exit strategy?

4. Is there any reason why I would

want to be taxed personally on the

profits of the business?

Limited companies are ideal structures

for businesses that want to bring on

board investment, or commercialise

a mass market product or service.

Bringing in investment is effected

(relatively) simply by issuing shares;

selling a stake in the business is

achieved by a sale of shares. In addition

there are a number of significant tax

reliefs available on the issue and sale

of shares.

Investing into an LLP is more complex

whilst selling the business of an LLP is

challenging and often less tax efficient.

Part 2: Social Enterprises

We will be discussing appropriate legal

structures for social enterprises in the

next issue.

Michael BuckworthThe founding partner of Buckworths.

Based at St. Paul’s in the City of London, Buckworths is the only firm to work entirely with startups. The firm offers unparalleled experience and expertise in advising startups on a range of issues from incorporation, seed and VC investment rounds, commercial agreements and eventual sale.

buckworths.com

29

The education industry is ripe for

disruption. There are a number of

factors which make the education

system so ideal for disruption. These

factors are discussed below.

Those startups that enable successful

disruption of the education market will

reap significant benefits.

The education system is

under unprecedented pressure

to perform

Today’s consumers demand an

education system that delivers a

higher material benefit at lower

cost. The current education system

systematically fails to deliver this.

School fails to address individual needs.

In the UK, just 38.7% of pupils eligible

for free school meals achieve five or

more grade A* to C including English

and Maths, compared to 65.3%

achieved by pupils not eligible for free

school meals. This disparity has been

addressed by government which has

created the “pupil premium”, additional

funding given to publicly funded schools

in England to raise the attainment of

disadvantaged pupils and close the gap

between them and their peers. Yet,

the cost benefit ratio of education is

worsening: the average earnings for

US students with a bachelors degree

fell 14.7% between 2000 and 2013

despite a 72% increase in cost.

Education doesn’t prepare youth for

the world of work. Young people are

three times more likely than their

parents to be unemployed. Yet only

40% of employers surveyed in a

McKinsey study agree that they can find

enough skilled entry-level workers.

EdTech: an OverviewEducation is a global $4.4trillion industry. The education system as it

exists today was designed in the 18th and 19th century to meet the

needs of a resource-constrained and quickly industrialising society.

Yesterday’s education system is no longer relevant for the needs of

today’s economy. It retains glaring and unnecessary inefficiencies

which mean it fails to make fully individualized education universally

affordable. In addition, it fails to effectively engage disengaged and

underachieving learners and connect students with industry and

prepare them for the world post-education.

30

EDUCATION

EdTech: an Overview

Jan MaternJan directs Emerge Venture Lab and is responsible for its overall vision, financial and strategic health. Jan co-founded the Lab during his final year at Oxford University, where he graduated with a 1st class degree in Philosophy, Politics and Economics. He was previously an Associate at Chelwood Capital, a social investment consultancy, where he worked with scalable social ventures seeking to access capital markets.

emerge.education

31

Technology has enormous

potential to improve system

performance

Technology offers the prospect

of significantly improving learning

outcomes and addressing operational

inefficiencies in education. Recent

developments support this view.

Whilst currently only 3% of education

takes place online, E-Learning is the

fastest growing segment of the global

education industry.

Governments and consumers

welcome digital innovation in

education: adoption of technology-

enabled approaches to education

such as massive open online courses,

blended learning, and home schooling

is increasing. The US Government’s

National Education Technology Plan

seeks to fully personalise education for

all learners.

Coupled with the above, financing in

Ed Tech has shown a clear upward

trend, with consistent growth since

2010. Funding in 2013 represented

a 212% growth in the sector since

2009. The 334 deals occurring in 2013

represented a 35% year over year

growth from 2012. Notably, 2014 saw

funding and deal activity on pace to top

2013’s previous investment highs.

Startup capital expenditure has

significantly decreased

The cost of entry for education

technology startups is dramatically

lower than a decade ago, as setup

costs have decreased, institutions

are more open to change, and new

32

EDUCATIONbusiness models promise to cure a

broken procurement cycle.

Setting up an education technology

startup now costs a fraction of what it

did even a decade ago. The required

capital expenditure to start a technology

company has decreased as access to

affordable cloud computing, open

source programmes and software

as a service has soared. Access to

high quality talent with pedagogical

expertise and engineering skills has

increased as careers in education

are becoming aspirational for elite

achievers, as demonstrated by the fact

that Teach First is the UK’s number one

graduate employer.

Educational institutions are

becoming more open to

innovation

Performance pressure from consumers

and government is forcing educational

institutions to become more open

to testing new, private sector-driven

approaches to education. A number of

factors amplify this effect.

The number one barrier to technology

adoption in education institutions,

prohibitive installation costs, is

collapsing: schools and universities are

upgrading their networks to prepare

for digital content growth. They are

upgrading network capacity to support

bring-your-own-device initiatives,

reducing required capital expenditure

for adopting new digital products.

Further, modern software enables

institutions to seamlessly automate the

integration of digital products with their

existing data management systems,

radically reducing the cost of trialling or

switching to new software.

The UK academies programme and

the US Charter Schools programme

are increasing schools’ autonomy

over spending, creating the ability

for individual schools to adopt new

digital products. In the UK, by 2015,

academies are likely to outnumber

traditional maintained schools. This

significantly lowers the barriers to

entry for new enterprises that are not

yet large enough to sell to government

directly.

We know first hand that schools are

eager to adopt new technologies.

Emerge Education has partnered with

over 140 schools, which provide our

startups with beta testers and access

to feedback on their product by end

users. They are eager to be involved

b e c a u s e

E m e r g e

p r o v i d e s

them with

insights into

EdTech and

access to the most interesting and

potentially disruptive innovations in

education.

The rising cost to the consumer of

higher education in both the UK and

the US is intensifying rivalry between

universities. Opportunities to increase

their operational efficiency and

enhance their offering to students are

driving up universities’ spending on

education technology. Universities

globally are providing content through

massive open online courses platforms

such as Coursera (US), EdX (US) and

FutureLearn (UK). As of May 2014,

more than 900 MOOCs are offered

by US universities and colleges.

Advent of new business

models that avoid a broken

procurement cycle

Traditionally, a key challenge for new

education technology enterprises has

been the length and costliness of the

procurement cycle involved in selling

directly to schools and universities.

According to New Schools Venture

Fund, the industry is shifting toward

delivering products and services

directly to consumers – i.e. learners

or educators – and selling up into

institutions once a critical mass of

their members are signed up as users.

This ‘freemium’ approach mirrors

recent shifts in the enterprise software

industry, which were led by Yammer

(acquired by Microsoft for $1.2bn

in 2012) and Salesforce (trading on

NYSE with a market cap of $37.

bn), and promises to circumvent an

otherwise broken procurement cycle

in education.

In conclusion, there are a number

of factors that are driving innovation

and change in the education sector.

Entrepreneurial startups have, and will

continue, to drive this change. EdTech

has massive potential and should be

one of the fastest growing tech sectors

over the next five years.

Technology offers the prospect of significantly improving learning outcomes and addressing operational inefficiencies in education.

33

Emerge Education was launched

in Autumn 2013 as an accelerator

for education startups. As its

third cohort prepare to join the

accelerator in January 2015,

we caught up with Jan Matern,

founder of Emerge Education, to

find out how things are going.

What is Emerge Education?

Emerge is an accelerator for education

startups. We look for startups with

some traction, generally pre-seed

investment, which are using technology

to innovate within education. Our

mission to upgrade the quality of

offerings available to the education

Accelerate your EdTech business

sector, whether the technology is

aimed at children, teachers, institutions,

parents or adult learners.

What do participants receive?

On joining the accelerator, all

participants receive some initial

seed funding from our experienced

education sector investors.

Throughout the three month

accelerator, participant companies are

given training, guidance and expertise

from our group of experienced experts

which aims to get them to a position

by the end of the accelerator where

they are fully investable.

All startups on the Emerge accelerator

receive office space in our Emerge

Hub, access to beta testers and a pool

of potential customers to trial and

potentially buy their product.

Tell us more about the mentoring

and beta testing.

We have built a specific mentor group

that target learners directly. This group

of expert mentors includes Bernhard

Niesner (CEO, Busuu), Ben Whately

(COO, Memrise) and Jan Reichelt (Co-

Founder and President, Mendeley)

each of whom is an entrepreneur

who has scaled products to millions

of learners.

34

Accelerate your EdTech businessEDUCATION

We also have a partnership with TLS

Education, the world’s largest online

teacher network, through which

we provide our teacher-focussed

startups with unprecedented access

to teachers themselves. Their honest

feedback helps our startups develop

their ideas, test their products and

develop launchable scalable products

directly in response to feedback from

the target market.

Why education?

The education sector represents a

huge opportunity for new businesses.

Education is a vast, global industry in

need of radical change. However, it is

an industry that is varied, fragmented

and notoriously difficult to navigate.

Emerge Education have gathered

together a rare ecosystem of people

who truly understand the sector

and can provide valuable insight into

tailoring products for the target market.

Startup success is often about

the network – who makes up the

Emerge Network?

Our network consists of forward

thinking teachers, 21st century

students who expect more from

their school system, founders who

have built vast edtech companies,

experienced investors who appreciate

the limitations encountered when

scaling within education and decision

makers across the entire education

value chain.

We connect startups with

funding, physical space, expertise

in the form of venture partners

and mentors and access to beta testers

and customers.

emerge.education

35

Spotlight on Buckworths Clients

Meducation

Meducation is an educational social

network for medical professionals

where members can connect with

friends, lecturers, fellow doctors

and medical experts. Through their

website, Meducation offers members

access to over 30,000 learning

resources.

“Meducation have rewritten the rules

on career-based education networks.

Coupled with innovative engaged

founders with practical medical

experience and a supportive angel

investor base, the business is perfectly

placed to become the single go-to

resource for medical professionals

Orientalmente

Initially founded in Spain, Orientalmente

has launched its business to the UK

market. The company provides online

Chinese lessons using native teachers.

“Orientalmente have identified the

need for Chinese speakers in the

commercial world of the future. A truly

international business, Orientalmente

provide Chinese language tuition to

customers in a range of countries

through their online platform.”

Buckworths have acted for a number of participants in the Emerge accelerator, here are four of them…

36

EDUCATIONDrum Roll

Drumroll make mobile and computer

games which help teach children coding

logic. Gamification is increasingly seen

as a key tool in education and this

business is leading the way in the

sector.

“Drumroll has a young founder

team who have the innovation and

inspiration to create amazing products

that can develop coding skills in the

country’s children in a way that

formalised education cannot.”

Primo

Primo have developed coding toys for

young children to help teach coding

logic in a fun and interactive way.

Launched in the UK, the business now

has customers for its beta product in

a number of countries throughout the

world. Primo was part of the Autumn

2014 cohort at Emerge Education.

“Buckworths started working with

Primo in late 2013 when they had their

first prototype and had just completed a

crowdfunded raise. Now the business

has raised seed funding, is launching its

second product and is on the cusp of

significant global expansion.”

37

Happy New Year!

If money were no object and private jets a plenty, imagine what it would be like celebrating New Years around the globe. Well here at StartUp Roar, we have dreamt up our dream party tour for the end of 2014.

38

Australia

Our party starts in the land down-under! Being the most easterly country away

from Great Britain, New Year happens first for the Ozzies! And seeing as though

English winter is tropical summer over there, you will find yourself caressing the

curves of a decadent beachfront sunlounger, basking in glorious golden rays, Pinot

in hand. Then as the night draws in, a casual stroll up to the Sydney mariner where

further bevvies are ready to be consumed ahead of the countdown and

unforgettable firework display. 5, 4, 3, 2, 1! A cheer and a dance

with those all around as hundreds of explosions light up the

sky… but the party isn’t over. A quick dash to the private

jet and we’re on our way to the Philippines, for food,

firecrackers and more food.

Happy New Year! TRAVEL

39

Dubai – United Arab Emirates

The epitome of lavish luxury and

exuberant excess, Dubai is a real

showstopper! Seeing relatives for a

late Christmas? Now is your prime

chance to find that perfect gift in

one of Dubai’s many boastful and

spectacular shopping malls, including

the worlds biggest commerce

centers, the Dubai mall! With over

1,200 shops and covering 5,400,000

sq ft, it’s impossible not to find

something for everyone, all the

while burning off the excessive food

and alcohol consumption from our

previous destination. Then, as the

countdown begins for yet another

midnight, head outside the mall

for one of the most spectacular

firework displays in the world; a

truly ostentatious display attracting

over 600,000 people. But it doesn’t

end here – quick, to the jet!

Naples – Italy

Ready to experience true New Years

spirit!? Well welcome to La Festa Di

San Silvestro in Southern Italy – a

celebration fuelled by Prosecco,

dancing and disposing of old

baggage… literally! It is tradition on

New Years to physically throw out old

unwanted belongings into the street

as a symbol of starting anew. And

who can forget the unmistakable and

sickeningly delicious Italian dishes!?

New Years is a feast for the masses

as Italian families spend weeks (even

during Christmas) preparing meals

for New Years – so better butter up

a local Familia to get a slice of the

action. Oh, and don’t forget to slip

into your red underwear – Italians

believe wearing red over New Years

will bring good! Alas we are nearing

the end of our journey, time to head

to the motherland.

Philippines

*Crackle* *bang* *crackle* – It’s

an instant hit as you set foot in the

Philipino capital of Manila. The

streets are flooded with hustle

and bustle as children and adults

alike play with street firecrackers,

making intimate and original light

displays. Pots and pans are bashed

simultaneously to bring good luck

and ward off evil spirits. But that’s

not all, for the Philipines is famed for

it’s glorious food; a fusion of meat

dishes with rich aromatic sauces and

spices. Lechon – or roasted pig – is

a delicacy over the new year period

whilst chicken and pig is avoided

as these animals are considered

scroungers; eating these animals is

symbolic for having to scrounge for

food in the new year. So enjoy your

glutinous meal, comsume some of

the cheapest alcohol in the world.

40

TRAVEL

Happy New Year!

United Kingdom (Home)

Travelling the globe in undisputable

fun. You are immersed in rich culture

and develop humility for people with

lives so removed from that of our

own. For we are lucky to live in a

society that offers some level of

equality, shelter and arguably, most

importantly, healthcare. And so what

we come to realise, celebrations

over the Christmas and New Years

period is best experienced at home,

in the comfort of our closest loved

ones, friends and family. So as the

clock strikes 12, grab the hands

of your nearest and dearest and

drunkenly leap and sway to the

familiar sounds of Auld Lang Syne

for what better way to enter the

new year than with a monstrous

hangover in the comfort of your

own bed, awoken by the smells of

mum’s best of British fry-up!

Commercial issues in setting up a UK branchA LEGAL SEMINAR BY

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Friday 19 June 2015 from 18:30h to 21:00hAT FÁBRICA DE STARTUPS RUA RODRIGO DA FONSECA Nº11, 1250-189 LISBOA