Before the company exists

The customer need

Who needs this, and how many of them have you spoken to?

What is asked, in order

1. Who would use what your research makes possible, and who would pay for it? Give a job title and a kind of organisation.

2. What do they do about the problem today, and what does it cost them?

3. How many people like that have you spoken to about the problem? Count buyers and users, not colleagues in your field.

4. What did they tell you that you did not expect?

5. Has anyone asked to try it, offered you data, or offered to pay?

A strong answer

You can name the buyer by role and kind of organisation and say what the problem costs them. You have spoken to enough of them to see a pattern: St Andrews asks its researchers for "at least 20 substantive customer engagements" before a spinout goes forward. Something you heard changed your view of the product, and at least one organisation wants to work with you.

A thin answer

The need is worked out from the research or from a market report. The people you have spoken to are other researchers. Nobody outside the university has seen it. This is the commonest gap and the cheapest to close: it takes conversations, not money. UK investors put it first in 2005: "The most important question in the mind of a VC is, 'does this innovation satisfy a customer need?'"

Where it comes from SourcesBVCA and Library House, 2005Creating Success from University Spin-outsUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessInnovate UK (ICURe), 2026ICURe Explore October 2026: Key Dates & Expectations

What the research has shown

What has been tested, by whom, on how many cases, and has it been repeated?

What is asked, in order

1. What is the main result so far, in one sentence, with its number? Say what it does, not how it works.

2. What was it compared with: chance, the way the job is done today, or an earlier version of your own?

3. How many cases was it tested on, and where did they come from?

4. Who ran the test: your own group, or someone outside it? Did they know which cases were yours when they judged them? A test where they did not know is called blind.

5. Has it been repeated, by someone else or on a second set of cases?

A strong answer

You can give the result as a number, beside what it was compared with, and say how many cases it rests on. Someone outside your group ran the test or checked it, without knowing which cases were yours, and the result held a second time on different cases. You say how far it goes and no further: a result from one small test is promising and is not yet proof.

A thin answer

The result is described and not measured: "it works", or "better than existing methods". Or it was measured once, by the people who built it, on the cases it was built from, with nothing to compare it with. That does not make the work weak. It names the next test to run, and that is work grants exist to pay for.

Where it comes from SVV's judgementNo source SVV read sets a test for a research result before a company exists. The questions are those this standard asks of an evaluation at pre-seed (the result, what it was measured on, what it was compared with), with three added: who ran the test, whether it was blind, and whether it was repeated. The direction is supported: Enterprise Ireland's Commercialisation Fund pays "to demonstrate proof of concept", and the 2005 BVCA review found agreement that the work to "prove the technology will work" should be "funded by grants rather than equity".

Who will build the company

Who will work in the company full-time, and who will lead the business?

What is asked, in order

1. Who is involved today, and what does each of you do?

2. If a company is formed, who will leave their post to work in it full-time, and when? Who will stay at the university, and in what role?

3. Who will lead the business: sell, raise money and run the company? Is that one of you, or someone you have still to find?

4. Has your head of department or the university agreed to the time each of you would give?

5. Of the people who contributed to the research, who expects shares, and which of them will work in the company?

A strong answer

At least one person has decided to work in the company full-time and can say when. Oxford University Innovation: "investors will usually expect at least one founder to join the company full-time". Someone is named to lead the business, or you know the kind of person you need and have started to look. Those who stay at the university have a defined role, and the university has agreed to it. You have talked about shares openly, and they follow who will do the work from here.

A thin answer

Everyone plans to keep their post and run the company alongside it. A chief executive is to be hired once the money arrives. Shares are being divided by who did the research. Each of these is common and each can be changed. Taken together, an investor reads them as a research project looking for funding. A founder who was an academic himself: "We are constantly fighting the pattern match that founders with PhDs actually want to run science projects."

Where it comes from SourcesOxford University Innovation, undatedCompany structure and ownershipKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Edinburgh Innovations, University of Edinburgh, 2024Spinout Support GuideY Combinator, 28 October 2020How to spin your scientific research out of a university and into a startup (Jared Friedman)UK Business Angels Association, 9 July 2026How academic founders raise capital in the UK

Where the IP stands

Who has rights in what the company would rely on, and is it being held for you?

What is asked, in order

1. What would the company rely on: a patent, software, data, a trained model, or what you and your colleagues know how to do?

2. Who created each of those, and who employed or funded them at the time? Were students, another university or a company involved?

3. Have you told the technology transfer office? What did they say?

4. Is a paper, a thesis, a poster or a talk about this planned, drafted or already out?

5. Is anything signed that holds the IP for you while you explore: an option, a stand-still letter or heads of terms?

6. Did a research funder pay for the work, and does it have rights over the results or have to consent?

A strong answer

You can list what the company would rely on and who has rights in each item. The technology transfer office knows, and something in writing holds the IP for you. In Ireland that is an option agreement or a stand-still letter, which typically runs for six to twelve months. You know whether a funder has to consent. Nothing has been published or presented without the office being asked first.

A thin answer

The working assumption is that the research is yours because you did it. The university has not been told. Students or collaborators contributed and nobody has asked what they are owed. Nothing is in writing. A paper or a talk is planned and nobody has asked the office whether the work should be protected first. None of this stops a company. But an investor cannot put money in until it is settled, and settling it is slow: founders in the UK review's survey reported 11 months on average.

Where it comes from SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Department for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent review of university spin-out companies: insights from a survey of spin-out founders (annex D)BVCA and Library House, 2005Creating Success from University Spin-outsEdinburgh Innovations, University of Edinburgh, 2024Spinout Support Guide

Which kind of company this is

Does the company depend on the university's IP, on your own know-how, or on neither?

What is asked, in order

1. If the university withheld every patent, line of code, data set and model created in your lab, could the company still build its product?

2. If it could, what would it be building on: what you know how to do, or something made entirely outside your university work?

3. What does your university's IP policy say about work like yours? Have you read it, or asked the technology transfer office?

4. Which country is the university in? In Ireland a national protocol defines the three kinds. In the UK the university's own policy does.

A strong answer

You can say which of the three kinds applies and why, and you have checked it against your university's IP policy and not only your own view. You know what that kind owes the university: a licence and a share of the company, a share alone, or nothing.

A thin answer

You have not thought of it as a question with an answer. Or you are sure the university has no rights and have not read the policy or asked. It matters because a company that turns out to depend on IP the university owns, with no licence to it, cannot take investment until that is put right. The 2005 BVCA review names clarity on who owns the IP as a condition of funding.

Where it comes from SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationBVCA and Library House, 2005Creating Success from University Spin-outs

Whether a company, and venture capital, is the right route

Is a company the best way to take this to market, and is venture capital the right money for it?

What is asked, in order

1. What would be lost if the university licensed this to an existing company and you kept your post?

2. How large could this become? A venture fund needs companies that can return many times what it put in.

3. What has to be proven before a customer would buy? How long will that take, and could a grant pay for it?

4. What do you want your own part to be in five years: running the company, leading its science, or back in research with the company in other hands?

A strong answer

You have weighed a licence against a company and can say why a company is the better route. Ireland's protocol says a spinout is typically appropriate when there is a clear value proposition, a market opportunity or unmet need, a plan to reach the market, clear benefits to founders, investors and the university that outweigh the risks, researchers who are "enthusiastic and committed to the venture", and the potential for a return to Ireland (174). You can describe how the company becomes large, and you know which work a grant should pay for first.

A thin answer

A company is assumed because that is what is done with promising research. The plan is to raise venture capital to pay for more research. There is no view yet on how large this can be. James Baker of Amadeus Capital Partners: "I see a lot of spin-outs assume they deserve VC funding and not considering whether it is actually the right fit." A licence, a grant or a smaller business can each be the better answer, and it costs little to find out now.

Where it comes from SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationUK Business Angels Association, 9 July 2026How academic founders raise capital in the UKBVCA and Library House, 2005Creating Success from University Spin-outs

What to do before forming the company

Most important first.

1. Before a paper, a thesis, a poster or a talk goes out, ask your technology transfer office whether the work should be protected first, and by what date it needs to hear from you.

   Whenever a paper, a thesis, a poster or a talk is planned, drafted or submitted. It comes first because it cannot be undone afterwards. Edinburgh tells its researchers: "It is critical that you do not publish your inventions or discuss them in public prior to assessing the opportunity to obtaining a protected right". DCU's policy says premature publication risks "destroying an invention's novelty". This is a question to put to the office, not advice on what can be protected.

   SourcesEdinburgh Innovations, University of Edinburgh, 2024Spinout Support GuideDublin City University, 10 December 2024Intellectual Property Policy, version 4.0

2. Tell the technology transfer office, or go back to it if you have told it and heard nothing. Ask who has rights in the work, and what holds the IP for you while you explore. Ask for the answers in writing.

   As soon as you are serious, because this is the slowest step and it starts with one conversation. Where a supervisor, a student, a funder or another university contributed, ask what each is owed. In Ireland ask for an option agreement or a stand-still letter, under which the university keeps the IP for you "for a fixed period (typically 6-12 months)" (240). In the UK ask what your university's equivalent is, and how long each stage of its process takes. The 2023 review's first recommendation: "Universities should have clearly stated expectations on time to complete the stages of the spin-out process by both the university and founders."

   SourcesKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)

3. Speak to the people who would buy. Aim for twenty proper conversations, and write down what each one said. Talk about their problem, not about how your work solves it.

   Next, and while the office replies. It needs no company and no money, and it is where most of the work is. St Andrews asks its researchers for "at least 20 substantive customer engagements" before a spinout goes forward.

   SourcesUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate ProcessBVCA and Library House, 2005Creating Success from University Spin-outs

4. Work out which kind of company this is, against your university's own IP policy: built on its IP, built on your know-how, or neither.

   Before any talk of terms, because it decides what the university is owed.

   SourceKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

5. Ask whether this is a company a venture fund would back, or whether a licence, grants or a smaller business would serve the work better.

   Before you spend months on fundraising. James Baker of Amadeus Capital Partners: "Not every spin-out has a multi-$B outcome potential and so is VC actually the right capital tool for their business?"

   SourcesUK Business Angels Association, 9 July 2026How academic founders raise capital in the UKKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research Commercialisation

6. Decide who will work in the company full-time and who will lead the business. If nobody in the group will lead it, start looking.

   Before the company is formed. Investors expect at least one founder full-time. Finding an experienced lead takes longest: the 2005 BVCA review called it "the number one recurring theme" for spinouts and universities alike.

   SourcesOxford University Innovation, undatedCompany structure and ownershipBVCA and Library House, 2005Creating Success from University Spin-outsKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationUniversity of St Andrews, 2025Intellectual Property Commercialisation Policy: Stage Gate Process

7. Use funded customer discovery and grants to prove what has to be proven before a customer would buy.

   While the steps above are under way. In the UK, ICURe Explore pays a researcher "to participate full-time over the 12 weeks" on customer discovery, with up to £35,000. In Ireland, Enterprise Ireland's Commercialisation Fund gives €15,000 to test the market and up to €100,000 to prove the concept. The 2005 BVCA review found this validation "typically takes three to nine months" and is better paid for by grants than by selling shares.

   SourcesInnovate UK (ICURe), 2026ICURe Explore October 2026: Key Dates & ExpectationsEnterprise Ireland, undatedCommercialisation FundBVCA and Library House, 2005Creating Success from University Spin-outs

8. Agree among yourselves how the founders' shares will be divided, by who will do the work from here.

   Where more than one person expects founders' shares. Before the company is formed. Edinburgh's guide warns that where founding equity is "too heavily weighted in favour of historical contributions, investors are likely to 'correct' this". Ireland's protocol says contributors with no role in the company "should not be considered as company founders" (205). Y Combinator: "Academic cofounders should own no more than 10%."

   SourcesEdinburgh Innovations, University of Edinburgh, 2024Spinout Support GuideKnowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Y Combinator, 28 October 2020How to spin your scientific research out of a university and into a startup (Jared Friedman)

9. Get the terms with the university agreed in outline: its share, whether that share dilutes, any royalty, the licence, and what happens to later work. Set them beside what is published.

   Before the first conversation with an investor about money. For software the UK review recommends a university share of "10% or less". Ireland sets no percentage, so ask for your university's policy. Ian Lane of Cambridge Innovation Capital: "Investors hate uncertainty". Allow months: founders in the review's survey reported a mean of 11.

   SourcesDepartment for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent Review of University Spin-out Companies: final report and recommendations (Professor Irene Tracey and Dr Andrew Williamson)Department for Science, Innovation and Technology and HM Treasury, 21 November 2023Independent review of university spin-out companies: insights from a survey of spin-out founders (annex D)Knowledge Transfer Ireland, for the Department of Business, Enterprise and Innovation, 2019Ireland's National IP Protocol 2019: A Framework For Successful Research CommercialisationGlobal University Venturing, 21 May 2024New spinout guide says software founders should keep 90-95% equity (Kim Moore)

10. Meet investors before you need their money.

    At any point. Sara Palmer of Innovate UK Business Connect: "Many [investors] will know a company for many years before landing that first investment, and investors tell us regularly that they want to see pipeline as early as possible." SVV says the same of itself.

    SourcesUK Business Angels Association, 9 July 2026How academic founders raise capital in the UKSure Valley Ventures, 2026Universities (SVV website)

An outline for a first deck

What it is

One sentence: what the product does and for whom. No science yet. Michael Seibel of Y Combinator: "You want to explain what you do in the simplest language possible."

The customer and the problem

Who has the problem, by job title and kind of organisation. What they do about it today, and what it costs them.

What you have heard

How many possible customers you have spoken to, who they were, and what they said. Anyone who has asked to try it or offered data.

The product

What a customer would use and what it does for them. The research comes in here, in two or three lines, as the reason it works: the main result, what it was compared with, how many cases it rests on and who ran the test.

Why now, and why this group

What has changed that makes this possible today, and what your group knows or has built that others have not.

The market, and how large this can be

A count: how many organisations have the problem, and what each might pay in a year. Rough is fine; show the working. Then how the company becomes large enough for an investor to get a return.

What a customer would use instead

The alternatives, including doing nothing and building it themselves, and where each falls short.

The team

Who will be full-time, who will lead the business, and who stays at the university and in what role. If there is a gap, name it and say how you will fill it.

The university and the IP

Which of the three kinds of company this is, who has rights in what, what is signed, and what the university would hold.

What happens next

What has to be proven in the next twelve months, what it costs, and which parts a grant covers. Then what you are asking for today, stated plainly. No valuation.