Pre-incorporation draft · working name

One parent.
Six disciplines.
A structure built to earn its own complexity.

Orbis Vale Group is a founder-led UK holding company organised around Technologies, Consulting, Academy, Labs, Media and Ventures — incorporated only as fast as the business genuinely needs it.

On the name. Orbis — Latin for a complete, ordered world or system — pairs with Vale, a valediction: the address that marks not an ending, but a deliberate send-off. Together, Orbis Vale reads as a considered launch onto the global stage.

Jurisdiction
England & Wales
Framework
Companies Act 2006
Model
Single parent · 6 wholly-owned pillars
Founder
Dr T. J. Anande, PhD
Status
Parent to incorporate first
Executive Summary

Scale the architecture, not the admin.

Orbis Vale Group is designed to grow from a lean, single-entity start-up into a multi-company group without front-loading the statutory filings, banking and accounting overhead a full six-subsidiary structure would demand. One parent company owns the strategy, the brand and the governance; each pillar becomes its own legal entity only when a genuine commercial, legal, investment or regulatory reason exists.

Until that trigger is reached, a pillar simply operates as an internal division of the parent — with records kept clean enough to support a clean separation later.

1Parent holding company
6Functional pillars
100%Wholly-owned subsidiaries
12-step incorporation roadmap

Staged Implementation Principle

A subsidiary is incorporated only when at least one is true: a material trading line, distinct contractual risk, a dedicated investor or partner, material staff or assets, a regulatory driver, a need to ring-fence IP or liabilities — or a clear tax rationale confirmed by an adviser.

Do not incorporate six companies to complete a diagram. Incorporate one, then earn the rest.

Group Structure

The parent owns everything. Each pillar answers to it.

Orbis Vale Group Limited holds 100% of the issued ordinary share capital of every operating subsidiary. Select a pillar to see its full profile.

ORBIS VALE GROUP LIMITED
Parent · strategy, ownership, brand & governance
Incorporate first
"100 ordinary shares, held by the founder. Every subsidiary subscribed by the parent — not the founder personally. One clear chain of ownership, kept simple until a real transaction requires otherwise."
— Share Structure & Ownership, Section 5.1
Additional share classes, EMI schemes and external investment are introduced only when a defined stakeholder requirement exists — never speculatively. See the full governance framework →
Group Structure

One holding company. Six functional pillars.

A standard UK holding-company model: the parent owns 100% of the issued ordinary share capital of each wholly-owned operating subsidiary — keeping liabilities, contracts, staff, IP and financial performance cleanly separable.

The Parent Company

Purpose & core responsibilities

Acts as the strategic holding company for the Group. It owns the shares in each subsidiary, controls group-wide governance, and owns or controls the core group brand and other strategic assets that need to remain above any single operating business. The parent avoids routine client delivery unless there is a deliberate reason for it to trade.

  • Ownership of subsidiaries and material investments
  • Group strategy, governance and reserved-matters approval
  • Ownership or control of the group name, trademarks, domains and core brand assets
  • Strategic IP ownership where appropriate, with licences to operating subsidiaries
  • Group-level finance, insurance, investor relations and major banking relationships
  • Group policies for data protection, information security, AI governance, contracting and risk

Proposed SIC codes

64209Activities of other holding companies n.e.c.Primary code for a holding-company parent.
70100Activities of head officesOptional where the parent provides central management/shared services.

Ownership

100 ordinary shares held by the founder. More complex classes are introduced only when a defined co-founder, family, employee-incentive or investor requirement exists — after tax/legal advice.

Pillar 01 · SIC 62012

Technologies

Builds and maintains the Group's technical capability and product IP — AI/ML systems, data platforms, software products, cloud infrastructure and security engineering. Serves as the delivery engine behind Consulting engagements and Academy platforms.

Scope of activities

  • AI and machine learning systems, including applied AutoML
  • Data science, analytics and data engineering
  • Bespoke software, SaaS and product development
  • Database systems and cloud design, build and migration
  • Cybersecurity engineering, including cyber-physical, IoT and OT security
  • AI automation and workflow tooling
  • Hosting and managed platform services where this becomes a distinct revenue line

Proposed SIC codes

62012Business & domestic software developmentPrimary — bespoke software and SaaS/product build.
62020IT consultancy activitiesArchitecture, cloud, data and security advisory.
62090Other IT service activitiesCatch-all for IT services not captured elsewhere.
63110Data processing, hosting & relatedWhere hosting/data processing becomes material.

Ownership & boundary

100% owned by Orbis Vale Group Ltd. Starts with ordinary shares only, unless a defined employee or investor plan justifies a different structure.

Pillar 02 · SIC 70229

Consulting

Sells strategy and advisory engagements to private, public and third-sector clients — translating technical capability and research into board-level strategy, transformation roadmaps, architecture choices and change programmes.

Scope of activities

  • Digital transformation strategy and delivery oversight
  • AI strategy, governance and adoption roadmaps
  • Technology strategy and IT operating-model design
  • Data strategy, governance and analytics advisory
  • Cybersecurity and cyber-physical/OT risk advisory
  • Business-process automation and operating-model improvement
  • Technology adoption and change management
  • Technical due diligence, including support to Ventures portfolio activity

Proposed SIC codes

70229Management consultancy (other)Primary — strategy and transformation consulting.
62020IT consultancy activitiesTechnology, data, cloud, AI and cybersecurity advisory.
82990Other business support n.e.c.Optional, for broader business-process support.

Ownership & boundary

100% owned by Orbis Vale Group Ltd. Associate consultants engaged under documented consultancy/subcontractor terms, with confidentiality, IP, data-protection and professional-liability provisions.

Pillar 03 · SIC 85590

Academy

Delivers professional learning, short courses, corporate programmes, EdTech and CPD-aligned content — remaining clearly within professional training and educational support unless the Group deliberately enters regulated qualifications or awarding activity.

Scope of activities

  • AI/ML and data-science training
  • Cybersecurity training
  • Digital transformation and technology-leadership programmes
  • Corporate and bespoke in-house training
  • Academic and professional development / CPD-aligned programmes
  • Online and self-paced courses
  • Curriculum design and educational-technology services

Proposed SIC codes

85590Other education n.e.c.Primary — professional/vocational training.
85600Educational support servicesCurriculum design and e-learning services.
58190Other publishing activitiesWhere standalone learning materials are published/sold.

Ownership & boundary

100% owned by Orbis Vale Group Ltd. Initial boundary: professional education and training, not representation as a university or awarding body. Accredited/regulated qualifications require specialist Ofqual/awarding-body advice before launch.

Pillar 04 · SIC 72190

Labs

The Group's R&D and innovation function. Early-stage ideas are researched, validated and prototyped, then licensed, assigned, commercialised or spun out according to Group IP policy.

Scope of activities

  • Applied AI and AutoML research
  • Cybersecurity and cyber-physical/OT security R&D
  • Proof-of-concept and prototype development
  • University and industry research collaborations
  • Grant-funded innovation projects
  • Commercialisation of research and IP
  • Socio-technical or policy research where this becomes a genuine activity

Proposed SIC codes

72190R&D on natural sciences & engineeringPrimary — applied AI/engineering R&D.
62012Business & domestic software developmentPrototype and proof-of-concept software build.
72200R&D on social sciences & humanitiesOptional, only where genuinely undertaken.

Ownership & boundary

100% owned by Orbis Vale Group Ltd. IP creation, ownership, inventor/author rights, assignment and licensing documented before material collaborative or grant-funded work begins.

Pillar 05 · SIC 59111

Media

Produces and distributes the Group's own media, content and publishing outputs — building audience and brand equity, and supporting lead generation for Consulting and Academy.

Scope of activities

  • Video series and podcast production
  • Articles, newsletters and long-form thought leadership
  • Group brand, marketing and social-media content
  • Event and webinar production
  • Books, guides and course companion materials
  • Media partnerships, sponsorship and paid content where appropriate

Proposed SIC codes

59111Motion picture, video & TV productionPrimary — video and programme production.
58190Other publishing activitiesArticles, guides, newsletters and companion materials.
73110Advertising agenciesOptional, if Media sells marketing services to third parties.

Ownership & boundary

100% owned by Orbis Vale Group Ltd. Rights in scripts, footage, graphics, music licences, publishing assets and sponsorship arrangements documented and kept separate from Academy course IP and Consulting deliverables.

Pillar 06 · SIC 64303

Ventures

Holds proprietary equity interests in Group spin-outs, selected external start-ups and joint ventures. An investment vehicle, not the default service-delivery entity.

Scope of activities

  • Holding equity in Group spin-outs
  • Minority investments in third-party start-ups using Group/proprietary capital
  • Joint-venture vehicles with external partners
  • Incubation support for spin-outs prior to full separation

Proposed SIC codes

64303Venture & development capitalPotential primary — venture activity using own capital.
64209Other holding companies n.e.c.Alternative, where mainly holding investments.
66300Fund management (excl. pensions)Caution — may require FCA authorisation.

Ownership & boundary

100% owned by Orbis Vale Group Ltd. Initial boundary: invest and manage only Group/proprietary capital. No soliciting, pooling or managing third-party funds without specialist FCA/regulatory advice.

Governance Framework

Governance designed in from incorporation — not bolted on later.

Brand and IP, data and AI governance, contracting, insurance, banking and compliance — proportionate to risk, not to ambition.

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.

  1. Issue, allotment, transfer or buy-back of shares or securities
  2. Appointment or removal of directors, or material changes to remuneration
  3. Borrowing, guarantees or security interests above an agreed threshold
  4. Acquisition or disposal of a business, asset, subsidiary or investment
  5. Sale, assignment, exclusive licence or encumbrance of material IP
  6. Entry into material contracts outside approved budgets
  7. Material change in business scope, regulated activity or geographic market
  8. Related-party transactions outside approved policies
  9. 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 SourceDefault TreatmentCommercial Route
LabsResearch IP documented at creation; ownership/assignment governed by collaboration and Group IP policy.License/assign to Technologies or spin out through Ventures.
TechnologiesProduct 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.
AcademyCourseware, assessments, learning assets and platform content owned by Academy or parent per IP policy.Training delivery, licensing and publishing.
MediaScripts, video, graphics, podcasts, publishing assets and brand content.Distribution, sponsorship, advertising or cross-licensing.
ConsultingClient 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

AreaCore Requirement
Confirmation statementFiled at least once every 12 months, including for dormant companies.
Annual accountsFiled with Companies House by the applicable deadline; dormant companies file dormant accounts.
Corporation Tax / CT600Active companies file and pay per HMRC requirements.
PSC / ownershipCompanies House ownership and control information kept up to date.
SIC codesUp to four per company, reflecting actual activities; updated when activities change.
VATTaxable turnover monitored against the GBP 90,000 registration threshold.
PAYE / payrollRegistered and operated once a company becomes an employer.
Data protectionICO compliance appropriate to each entity's role and processing.
RecordsAccounting, 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
01

Finalise the Group nameCompanies House availability, UK trademark screening and domains.

02

Confirm the legal footprintParent only, or parent plus one immediate trading subsidiary.

03

Confirm registered officeAddresses appropriate for public Companies House records.

04

Adopt the initial share structure100 ordinary shares to the founder, kept simple.

05

Engage a group accountantDormancy, Corporation Tax, VAT and banking approach.

06

Set the IP & brand frameworkDecide what the parent owns before IP is created.

Phase 2 — Operating readiness

Steps 07–12
07

Prepare client & contractor termsSOW, NDA, data-processing and IP-assignment documents.

08

Implement data/AI/security controlsPrivacy, incident-response and supplier-register basics.

09

Arrange insuranceProfessional indemnity and cyber cover before client delivery.

10

Hold VenturesNo third-party capital without specialist FCA advice.

11

Review Academy's boundaryStay within CPD/training until accreditation is in place.

12

Review annuallyRevisit after fundraising, new entities or material IP events.

Contact

Speak to the founder

Orbis Vale Group is currently a pre-incorporation planning framework. Enquiries about the structure, individual pillars, or timing are welcome.

Founder & Group Director

Dr Tertsegha Joseph Anande

PhD · MSc · MBCS · FHEA

Leads the Group's structure, governance and technical direction across all six pillars — from initial parent incorporation through to each pillar earning its own entity.

Website

www.orbisvalegroup.com

Domain registered · deployment in progress

Jurisdiction

United Kingdom — England & Wales, Companies Act 2006

Status

Draft for discussion — company and subsidiary names not yet finalised at Companies House.