The University of the Republic of San Marino (UNIRSM or generically University) intends to strengthen the technological competitiveness of San Marino and promote youth entrepreneurship through the creation of new companies aimed at the economic exploitation of the results deriving from research and experimentation in the university environment.

University staff: professors and researchers with multi-year or annual contracts, professors in service on a role profile (PDR) of Expert in Professional Activities (ESPATPROF) and holders of contracts referred to in paragraphs 2 and 3 of article 20 of Law 25 April 2014 n.67 of the University, the technical-administrative staff of UNIRSM;
PhD students: those enrolled in a PhD course organized or financed by UNIRSM;
Research grant holders: of a research grant signed with UNIRSM;
Students and graduates: those enrolled in a three-year or master’s degree course, first and second level master’s degree, specialization course provided by UNIRSM, and holders of a three-year degree, master’s degree, specialization diploma, first and second level university master’s degree, research doctorate, issued by UNIRSM, obtained less than 3 years before the date of submission of the application to set up the company.

Requirements for the qualification of University Spin-off

The requirements necessary to define a company as a University Spin-off are:

1. to be a capital company with the purpose of using, in an entrepreneurial way, the results of research and experimentation in the university environment in order to develop innovative products or services. Such use must be regulated through the signing of a formal agreement that defines the conditions of exploitation of UNIRSM material and/or immaterial assets; alternatively, a return in terms of opportunities for UNIRSM must be recognizable, which reserves the right to participate in the share capital of the Spin-off company;
2. provide activities and objectives that are not in competition with the institutional activities of the University;
3. be a company being established or already established for less than 3 years;
4. the occurrence of at least one of the following 3 cases:
   1. company established on the initiative of the University
   2. a company with direct participation of the University in the share capital
   3. a company with participation in the share capital of at least one unit of University Staff, Research Fellows and PhD Students as defined in Article 2;
5. the business plan of the Spin-off must be clearly identified, from the point of view of technical-economic-financial sustainability, of the managerial and entrepreneurial capacity of the entrepreneurial team, of the potential of the reference market, of the methods of obtaining complementary resources (human, instrumental, financial, intellectual property). The business plan must indicate the methods of exploitation by the Spin-off company of the University’s tangible and/or intangible assets and of valorization of research activities;
6. the relationship between the Spin-off company and UNIRSM must be clearly defined and formally regulated from the point of view of the use of resources, facilities and services of UNIRSM;
7. the rules on the incompatibility of the participation of University Staff, Research Fellows and PhD Students in Spin-offs must be respected;
8. in the event of participation by the University, the requirements defined by UNIRSM for participation in the share capital of Spin-offs must be respected, as per the regulation on Spin-off companies and University Start-ups.

Requirements for university start-up qualification

The requirements needed to consider a company as a University Start-up are:

1. the company must base its business on innovative products and/or services developed in collaboration with the University or within the scope of initiatives promoted by UNIRSM;
2. the company must be being established or established for less than 3 years;
3. the company must be formed by at least one student or graduate as defined in Article 2;
4. the business plan must be clearly identified from the point of view of technical-economic-financial sustainability, the managerial and entrepreneurial capacity of the entrepreneurial team, the potential of the reference market, the methods of obtaining complementary resources (human, instrumental, financial, intellectual property).

Share capital of university spin-off and start-up companies

In the event that the companies University spin-offs and start-ups are established in the form of a limited liability company, in partial derogation of the provisions of Article 13 of Law no. 47 of 23 February 2006 and subsequent amendments, the share capital must not be less than €5,000.00.
The share capital of spin-off companies may remain lower than the limits set out in Article 13 of Law no. 47 /2006 and subsequent amendments only as long as there is participation by the University or University staff, Research Fellows or PhD students. If the participation of the University or University staff, Research Fellows or PhD students ceases, the company will have 6 months to comply with the provisions of the laws in force on companies regarding share capital.

The share capital of the Start-up company may remain below the limits set out in Article 13 of Law no. 47/2006 and subsequent amendments only for the first 5 years of operation.
In the event that the Spin-off and University Start-up companies are established in the form of a joint-stock company, the provisions of Article 13 of Law no. 47/2006 and subsequent amendments must be complied with.

Spin-off and University Start-up companies are exempt from paying the operating license fee for the first 5 years of operation.
The articles of association of university spin-off and start-up companies are subject to the registration formality through the payment of the fixed tax of 70.00 euros.

All corporate acts, of any nature and type, of which the university spin-off and start-up company is a part are subject to the registration formality through the payment of the fixed tax of 70.00 euros.
All deeds of transfer of shares or stocks of university Spin-off and Start-up companies are subject to registration formalities through payment of the fixed tax of €70.00.

Procedure for establishing university Spin-off or Start-up companies

The application for the incorporation of the company is approved by the University Council following a favorable opinion from the Academic Senate.   
The proposal must be accompanied by a business plan containing:

1. the objectives;
2. the financial plan;
3. the economic prospects and the reference market;
4. the innovative nature of the project;
5. the technological and scientific qualities of the project;
6. the description of the roles and duties of the university staff involved in Article 2, with the provision of the commitment required of each one for the performance of business activities, in order to allow the University Council to evaluate the compatibility with the discipline specifically defined by the university;
7. the modalities of possible participation in the capitalale and the definition of the required participation quota;
8. the aspects relating to the regulation of intellectual property, made compatible with the discipline on the matter provided by the university.

The proposers of the initiative cannot participate in the deliberations relating to the establishment of Spin-off or Start-up companies. Any further cases of exclusion of its staff from decisions on Spin-offs or Start-ups fall within the autonomous discipline of UNIRSM.

Incompatibility

 Members of the University Council, members of the Academic Senate, and Directors of University Departments cannot assume managerial and administrative roles in companies with the characteristics of University Spin-offs or Start-ups. The case in which the Director of the Department is designated to be part of the board of directors of a Spin-off or Start-up, of which he is not a member or proposer, by the University Council is excluded.

UNIRSM, within its regulatory autonomy, defines the cases in which professors and researchers in service cannot be authorized to set up Spin-off or Start-up companies, or assume formal responsibilities in management, when the interested parties hold specific roles within the university, such that the simultaneous exercise of the business activity could compromise the autonomy in carrying out the function, or could determine conflicts of interest or situations of objective difficulty for the performance of normal teaching, research and institutional functions.

The performance of the activity in favor of companies with Spin-off or Start-up characteristics must not conflict with the regular and diligent performance of the functions related to the employment relationship with UNIRSM. If participation in the company’s activities, in progress, becomes incompatible with teaching and research duties, the professor and/or researcher, whether a member or not, must immediately notify UNIRSM and at the same time cease carrying out the activity performed at the company.

The university carries out, with methods defined by autonomous discipline, the punctual supervision of compliance with the principles established in the previous paragraphs.
In partial derogation of the provisions of Law no. 38 of 8 September 1967, Law no. 41 of 22 December 1972, Law no. 108 of 31 July 2009, Law no. 188 of 5 December 2011, Law no. 141, and any other possible regulation regarding the incompatibility of University Staff, Research Fellows and PhD students, the same may assume participation shares, corporate positions, management positions or subordinate employment relationships of Spin-off companies where this is expressly authorized by the University Council.

Dividends, compensations, remunerations and benefits of any kind obtained from the company and/or from research and experimentation activities prior to the incorporation of the company and aimed at the innovation object of the same company, and paid to University Staff, Research Fellows and PhD students will be the responsibility of the individuals and subject to ordinary tax and fiscal disciplines.

Conflicts of interest

 University personnel participating in companies with university spin-off or start-up characteristics are expressly prohibited from carrying out activities in competition with those of the university to which they belong. The aforementioned personnel are required to promptly communicate to UNIRSM any situations of conflict of interest, actual or potential, that may subsequently arise in the performance of the activity in favor of the company concerned.

Employment contracts and residence permits

University spin-off and start-up companies will be able to access the benefits provided by the Delegated Decree of 13 June 2019 n. 101; in particular, articles 14, 15, 16, 17, 18 and 19 will be applicable and, to this end, for the granting of the expected benefits, university Spin-off and Start-up companies are considered as first-level technological Start-ups. 
The benefits may be maintained by the Spin-off company onlyas long as there is participation by the University or University Staff, Research Fellows or PhD Students.  
The benefits may be maintained by the Start-up company only for the first 5 years of operation.

Financial benefits and simplified procedures

Spin-off and university Start-up companies will be able to access the benefits provided for by Delegated Decree no. 101/2019; in particular, Articles 20, 21, 22, 23 and 24 will be applicable and, to this end, for the granting of the benefits provided for, Spin-off and university Start-up companies are considered as first-level technological Start-ups.

The benefits may be maintained by the Spin-off company only as long as there is participation by the University or University Staff, Research Fellows or PhD students.
The benefits may be maintained by the Start-up company only for the first 5 years of operation.
Spin-off and University Start-up companies will have the right to access the Subsidized Credit to support businesses as regulated by the Delegated Decree of 25 June 2018 n. 72.5.

In partial derogation of the provisions of Article 3 of the Delegated Decree n. 72/2018 for university Spin-off and Start-up companies, the subsidized credit is also compatible with the granting of other tax benefits, in particular it is compatible with the benefits provided for therein.

University patents

For the purposes of the Consolidated Law on Industrial Property, Law 25 May 2005 n. 79, article 7, the university Spin-off company is considered a “Public Research Organization” (OPR), with the consequent application of the relevant legislation, until there is effective participation by the University or university staff, research fellows or PhD students.

Once the participation relationship of the University or University Staff, Research Fellows or PhD students has ended, the University Spin-off companies will be regulated under the ordinary regime pursuant to Article 7 of Law no. 79/2005.

For the purposes of the provisions of the Consolidated Law on Industrial Property, Law no. 79/2005, Article 7, the University Start-up company is considered a “Public Research Organization” (OPR), with the consequent application of the relevant legislation, for 5 years starting from its incorporation; after this period, the ordinary regime pursuant to Article 7 of Law no. 79/2005 will return to being applied.

In the event that UNIRSM grants its patents to Spin-off and Start-up companies, they will be transferred for use with the signing of a specific contract that must be registered and transcribed at the Trademark and Patent Office of San Marino with tax exemption.

Collaborations and synergies

The University may enter into collaboration agreements, regarding the activity of university spin-offs and start-ups, with San Marino Innovation, Development Agency, Trademark and Patent Office, Economic Activities Office of San Marino, Institutions, Universities, Research Centers, Financial Institutions and Companies, including foreign ones. UNIRSM issues internal regulations for the regulation of university spin-offs and start-ups.