IR35 Questions

[malvolio]

It is not you working on this it is your limited company business? Big difference for IR35! As an employee of your ltd coy you can provide this management, licensng etc. outside ir35 (all though ltd coy) which will of course maximise company profits.

My advice is to get your (personal) working practice in line with IR35 as there should be no issues in you being outside IR35 as long as you personally operate in that way.

Speak to any IR35 specialist or your accountant who should kno and they'll guide you.

Say what?

A director isn't an employee of the company, he's an officer. Not that that's relevant anyway. The OP isn't being directed,he's carrying commercial risk and he's selling a product where he owns the IPR. That's about as outside IR35 as you get.

PErsonally I'd stay away from share options in favour of profit share, especially when crossing jurisdictions, but again they have nothing to do with IR35.

As has been said already, get professional advice on the contractual terms, but don't include IR35 as a parameter, it's an irrelevance.

[Apox21]

And that remains true even if I end up "managing" the migration of my work into this other companies products by their employees? And if I am given some profit share / stock options in this other company?

It is not you working on this it is your limited company business? Big difference for IR35! As an employee of your ltd coy you can provide this management, licensng etc. outside ir35 (all though ltd coy) which will of course maximise company profits.

My advice is to get your (personal) working practice in line with IR35 as there should be no issues in you being outside IR35 as long as you personally operate in that way.

Speak to any IR35 specialist or your accountant who should kno and they'll guide you.

[SueEllen]

And that remains true even if I end up "managing" the migration of my work into this other companies products by their employees? And if I am given some profit share / stock options in this other company?

I suggest you find a solicitor who specialises in IP and contract law to bash this deal out. The contract and therefore all payments should be with your company not you individually.

The issue you will have is that you need a UK solicitor who knows how to deal with the relevant US state law as the US company will want the law in one of the US jurisdictions where they have the upper hand.

[oracle3001]

And that remains true even if I end up "managing" the migration of my work into this other companies products by their employees? And if I am given some profit share / stock options in this other company?

[Apox21]

I have just landed a contract to license some software I have designed, with a start-up company based in the US. I have taken the appropriate step of setting up a limited company.

We are in the final stages of agreeing the T&C's for all of this, plus possibly overseeing remotely the correct implementation of my work into a variety of applications and then there is talk of utilizing my services to work with them to lead the development of a completely new application.

Thus, I am rather concerned about IR35.

I work solely from a home office in the UK, and payment for all products are based upon a "licence" fee, which is a % of the sale price of each individual product sold.

I am not entitled to anything above and beyond that, but the US start-up are considering offering my company some % profit based bonus or stock options as a sweetener to get me on board to work in conjunction with them on this new application.

I am liable for any bugs and require to provide support / updates / fixes for the products.

What things do I need in any contract to ensure I don't fall foul of IR35? Is my company accepting a profit share related bonus / stock options a big no-no?

You're a software supplier operating in the same way as other software suppliers. I would assume you own the IPR if so pretty much no question of being outside IR35, if they own the IPR then you're probably still outside IR35.

If your concerned speak to QDos or similar IR35 specialist and get their advice but from what you said it is clear you are an independent business and not a disguised employee.

[oracle3001]

I have just landed a contract to license some software I have designed, with a start-up company based in the US. I have taken the appropriate step of setting up a limited company.

We are in the final stages of agreeing the T&C's for all of this, plus possibly overseeing remotely the correct implementation of my work into a variety of applications and then there is talk of utilizing my services to work with them to lead the development of a completely new application.

Thus, I am rather concerned about IR35.

I work solely from a home office in the UK, and payment for all products are based upon a "licence" fee, which is a % of the sale price of each individual product sold.

I am not entitled to anything above and beyond that, but the US start-up are considering offering my company some % profit based bonus or stock options as a sweetener to get me on board to work in conjunction with them on this new application.

I am liable for any bugs and require to provide support / updates / fixes for the products.

What things do I need in any contract to ensure I don't fall foul of IR35? Is my company accepting a profit share related bonus / stock options a big no-no?