06 · Governance & Officers
Directors, officers & reserved matters
The simplest starting model is the founder as sole director and person with significant control (PSC) of the parent. Subsidiary boards stay proportionate to activity — additional directors are appointed as genuine operational responsibility develops, without automatically issuing them equity. Group companies may share a registered-office address; a company secretary isn't required but becomes useful as the number of active entities grows.
- Issue, allotment, transfer or buy-back of shares or securities
- Appointment or removal of directors, or material changes to remuneration
- Borrowing, guarantees or security interests above an agreed threshold
- Acquisition or disposal of a business, asset, subsidiary or investment
- Sale, assignment, exclusive licence or encumbrance of material IP
- Entry into material contracts outside approved budgets
- Material change in business scope, regulated activity or geographic market
- Related-party transactions outside approved policies
- Declaration of dividends or other material distributions
07 · Brand, IP & Intra-Group Arrangements
Who owns what, and who can license it
The parent owns or controls the Group name, key trademarks, primary domains and core corporate identity. Subsidiaries use the brand under documented intra-group licences — preserving Group brand ownership even if a subsidiary is sold or an external investor is introduced.
| IP Source | Default Treatment | Commercial Route |
| Labs | Research IP documented at creation; ownership/assignment governed by collaboration and Group IP policy. | License/assign to Technologies or spin out through Ventures. |
| Technologies | Product code, platform assets and technical documentation owned by the entity unless designated strategic Group IP. | License to customers or other Group entities under documented terms. |
| Academy | Courseware, assessments, learning assets and platform content owned by Academy or parent per IP policy. | Training delivery, licensing and publishing. |
| Media | Scripts, video, graphics, podcasts, publishing assets and brand content. | Distribution, sponsorship, advertising or cross-licensing. |
| Consulting | Client deliverables separated from pre-existing Group tools, templates and background IP. | Client licence/assignment governed by contract. |
Where one Group entity provides staff, systems, office space, software, management, marketing or IP to another, the arrangement is documented: service, cost/recharge basis, payment terms, VAT treatment, IP rights and data-protection responsibilities — reviewed by the Group accountant as the structure becomes material.
08 · Data Protection, AI Governance & Information Security
Proportionate controls from day one
Because Technologies, Consulting, Academy, Labs and Media may process personal, client, learner or research data, the Group implements a proportionate governance framework from the outset — clear ownership, records and minimum controls that scale with risk, not enterprise bureaucracy at launch.
→Controller/Processor Roles
Determined per service and contract, with privacy notices, DPAs and records of processing maintained.
→ICO Registration
Data-protection fee registered/paid where legally required.
→Security Controls
Access-control, retention, backup, incident-response and secure-development policies proportionate to risk.
→AI Governance
Data provenance, human oversight, testing, model risk, bias/fairness and auditability covered proportionally.
→Supplier Register
Third-party AI/cloud suppliers and data-processing dependencies documented.
→DPIAs
Carried out for high-risk processing where required.
09 · Insurance, Contracting & Technology Liability
Cover and terms before material delivery
Before material client delivery, each active entity uses appropriate written terms and insurance, selected on the services actually sold and the jurisdictions involved.
- Professional indemnity / technology E&O for consulting, software, AI and technical services
- Cyber liability / data breach coverage where the Group hosts systems or processes personal data
- Public liability and, where legally required, employers' liability
- Directors' and officers' cover once scale, investors or board complexity justify it
- Service agreements covering scope, acceptance, fees, IP, data protection, liability caps and dispute resolution
- SaaS/product terms covering availability, security, support and limitations on automated/AI outputs
10 · Banking & Financial Controls
Separation, reconciliation, and approval limits
- A separate business bank account for each active trading company
- Personal and company expenditure kept strictly separate, with documented reimbursement procedures
- Director's loan accounts maintained accurately where relevant
- Intercompany balances and recharges recorded clearly and reconciled regularly
- Approval limits for payments, contracts and commitments, increasing in formality as the Group grows
- Monthly management accounts once activity becomes material; annual budgets and cash-flow forecasts thereafter
- A multi-company-group accountant engaged before intercompany trading or external investment becomes significant
11 · Conflict of Interest, Confidentiality & External IP
Protecting the Group's IP chain of title
- No use of third-party confidential information, proprietary materials, datasets or systems without permission
- The origin of code, content, datasets, models and research outputs is documented
- Written contributor, contractor and collaboration agreements include confidentiality and IP provisions
- A conflict-of-interest register is maintained for directors and senior decision-makers as the Group grows
- Employment, consultancy, grant and collaboration terms reviewed before commercialising outside material
12 · Compliance Overview
Maintained centrally at Group level
| Area | Core Requirement |
| Confirmation statement | Filed at least once every 12 months, including for dormant companies. |
| Annual accounts | Filed with Companies House by the applicable deadline; dormant companies file dormant accounts. |
| Corporation Tax / CT600 | Active companies file and pay per HMRC requirements. |
| PSC / ownership | Companies House ownership and control information kept up to date. |
| SIC codes | Up to four per company, reflecting actual activities; updated when activities change. |
| VAT | Taxable turnover monitored against the GBP 90,000 registration threshold. |
| PAYE / payroll | Registered and operated once a company becomes an employer. |
| Data protection | ICO compliance appropriate to each entity's role and processing. |
| Records | Accounting, corporate, contract, tax, IP and data-protection records kept with clear entity separation. |
13 · Group Policy Set
Minimum documents to create
Proportionate in form, but in place before the relevant risk arises:
- Group governance and reserved-matters schedule
- Group IP ownership, assignment and licensing policy
- Intra-group services and cost-recharge agreement
- Group trademark / brand licence for subsidiaries
- Privacy policy, data-processing templates and information-security policy
- AI governance / responsible AI policy
- Standard client consultancy agreement and SOW template
- Technology/SaaS terms where products are sold or hosted
- Contractor/associate agreement with confidentiality and IP assignment
- Conflict-of-interest policy and register
- Financial approvals, expenses and director's-loan policy
- Incident-response and business-continuity procedures
14 · Open Items & Roadmap
From draft framework to trading group
Twelve steps, staged in two phases — foundation work before incorporation, then operating readiness before the first pillar trades.
Phase 1 — Foundation
Steps 01–06
01Group name finalisedOrbis Vale Group — Companies House availability, trademark screening and domains cleared.
02Legal footprint confirmedParent incorporated alone; immediate trading subsidiaries to follow as each pillar is ready.
03Registered office confirmedAddress on file with Companies House; free to change via AD01 later.
04Initial share structure adopted100 ordinary shares to the founder, kept simple.
05Engage a group accountantDormancy, Corporation Tax, VAT and banking approach.
06Set the IP & brand frameworkDecide what the parent owns before IP is created.
Phase 2 — Operating readiness
Steps 07–12
07Prepare client & contractor termsSOW, NDA, data-processing and IP-assignment documents.
08Implement data/AI/security controlsPrivacy, incident-response and supplier-register basics.
09Arrange insuranceProfessional indemnity and cyber cover before client delivery.
10Hold VenturesNo third-party capital without specialist FCA advice.
11Review Academy's boundaryStay within CPD/training until accreditation is in place.
12Review annuallyRevisit after fundraising, new entities or material IP events.