Spin Out - Mirror Company Formation

Mirror Company Formation

Mirror company formation is a specialised form of spin-out used to create a new public company. It simplifies the process of listing the shares on a public stock exchange.

It works by an existing public company issuing a bonus share at a rate of 1 for 1 in the new company. This new company is then sold to another company that does not want to go through the complex and expensive process of issuing a prospectus. The company that purchases the 'shell' then does a reverse takeover, to transfer an operating business into the new company. This is often called a "backdoor listing".

The advantages are the original company sells a shell for much more than it cost to create and the shareholders of the public company receive shares in a new operating business. For the operating company it is much faster and possibly also cheaper than the normal requirements of complying with the listing requirements of most exchanges.

The London Stock Exchange Alternative Investment Market is considered the best market for new ventures as the market is large and has many international companies listed. Also, the time and effort required to achieve a listing is much shorter than many other markets. It typically costs at least USD 1 million to form a public company and list on a stock exchange.

In the United States, a mirror company may be formed tax-free by complying with the requirements of Internal Revenue Code section 355.