Hi,
I’m hoping someone can answer this query. This is early stages thinking, so if it sounds confused or lacking in understanding, it probably is! Here goes,
I am looking to set up an SPV for the UK’s SEIS and EIS schemes. The Limited Company will be for a portfolio of films and TV projects.
If, for reasons of this question, I set up XYZ Films Ltd and have a project (Film X) in development and find investors for it, are they getting shares in the company or for the film’s production/revenue? I’m thinking that if it’s in the company, then on the next project (Film Y) you end up with people who haven’t invested in it and are kind of administrative dead weight, but expecting a share of the revenue? This kept me from a good night’s sleep, last night! Dreams of spiders catching wasps in their webs and stuff dripping (their lives!) from the ceiling. (Yeah, I know, where’s there ever a psychotherapist when you need one late at night?!)
The other possibility was setting up a Cooperative, but I’m unsure of the various management roles for that. Has anyone here set up a Film Cooperative before?
Thanks in anticipation of your comments. Be gentle with me! ;-)
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Hi Geoff
As I understand it you either set up a company XYZ films ltd to fund a number of films, X film, Y film and Z film, the benefits of this are you are spreading the risk of any individuals investment across three films, a third of the investment on each film. You would still use a limited company structure for each individual film; X film ltd, Y film ltd & Z film ltd, to protect the investment company, XYZ films ltd. If you are using the investment for a single film you set up X film Limited to fund X film which lives or dies on the success of the X film.
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Just to add, once you have made X film, Y film and Z film the investment SEIS vehicle “XYZ films ltd” is done, you wind it up and share the profits. If you want to make A film, B film, C film, you set up company ABC films ltd to fund the next tranche. If your investors made money from XYZ ltd they can reinvest in ABC ltd.
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Gregory Mandry Thanks Gregory, so, deep breath…if I want to create a Ltd company, that outlives HMRC’s time limit (3 years) what can you do? Do you have an umbrella corporation XYZ Films Ltd and then also set up another Ltd company for each film? Which then are dissolved an its assets shared amongst investors and directors? Sorry, I did say this was Film Finance 101!
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Hi Geoff
Wheels within wheels, I run a limited company called “Production Company Ltd” if I want to make a film I start a ltd co called “Film X Ltd”.
This can be SEIS compliant and people can invest in this under the SEIS HMRC regulations. It is a special purpose vehicle (SPV) to make the film and in this case it will be SEIS compliant, to receive SEIS funding. It’s a limited company so that it protects the parent company Production Company Ltd should it all go belly up.
Production Co Ltd can own or part own Film X Ltd depending on how you want/have to structure the ownership. It always used to be the case that to be SEIS compliant investors (I haven’t checked in a good while) were not allowed to have a controlling influence.
But you can introduce a third company “Film Investment Ltd”. This is an SPV that seeks to invest SEIS compliant money in film production in this case you would set the parameters of the investment: could be 1 film but can be a slate of films if agreed with the investors – this is a good option as it spreads risk over a number of projects.
You now have Production Company Ltd that can own/part own Film Investment Ltd and X film ltd. The purpose of having them all as ltd companies is to isolate the companies from each other. X film Ltd can bomb and make a loss, but this does not affect Film Investment Ltd going on to invest in the rest of the slate of films. All of the films can bomb, Film Investment ltd can go bust, but Production Company Ltd can continue to trade.
I’m not a film lawyer or an accountant this is just stuff I picked up along the way, so it is definitely worth seeking professional help, things always change. But, this is the general principle and reasons for doing it. Ultimately it is worth talking to a lawyer.
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Gregory Mandry thanks again, Gregory. I did have an entertainment lawyer work on an option agreement last year, so maybe I’ll go back to him. It sounds from your example, that it would be a field day for accountants too, as each I trust, would need a separate set of accounts. Thanks for your help. It’s greatly appreciated. This week had been full of uncertainty and it’s good to feel grounded again. Cheers, Geoff
Always a pay day for accountants.