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Ash
Ash, Solicitor
Category: Law
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Experience:  Solicitor with 5+ years experience
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Is a director of a company legally allowed to hold intellectual

Resolved Question:

Is a director of a company legally allowed to hold intellectual property information from another director. Thank you
Submitted: 1 year ago.
Category: Law
Expert:  Ash replied 1 year ago.
Hello my name is ***** ***** I will help you with this.
Is there a Directors agreement? Is the IP owned by the Company?
Customer: replied 1 year ago.

I have a Director's agreement. The IP was assigned to the first company that changed it's name. The only IP agreement I have dates back to 1999 when I & my NZ company assigned the IP to newly incorporated UK company...in 2006, investment funding was placed in a NEWCO and I am unsure if the NEWCO IP agreement is the same as the NZ 1999 IP agreement....think I need a corporate lawyer to handle this dilemma?

Txs! Doug

Expert:  Ash replied 1 year ago.
Does the director now own it or the company?
Customer: replied 1 year ago.

The ownership by the 2006 NEWCO is conditional (in the 1999 IP agreement) upon NEWCO funding the patent portfolio and successfully marketing the patented products - failure to do which (in the 1999 IP) will result in the reversion of the IP to myself and NZ company. My problem is ....I need to know IF the 1999 IP agreement still stands? ...my request to see the current, NEWCO IP agreement has been refused by the Secretary - will/should this document have been lodged with our company lawyers or secured in company's house?

Expert:  Ash replied 1 year ago.
Why has the request been refused? Are you a Director of UK co?
Customer: replied 1 year ago.

Secretary stated that I need to divulge the name of the new potential investor before he would allow me to see a copy of NEWCO IP agreement -

I am the Founder/Director/CSO in the NZ co and NEWCO (UK) co

Expert:  Ash replied 1 year ago.
If you were a Director of NZ Co then don't you have a copy between NZ Co and UK Co?
Customer: replied 1 year ago.

I have the copy between NZ co and the 1st UK co = 1999 IP doc...

I want to see if the 2006 NEWCO co IP doc is identical to my 1999 IP copy....because....NEWCO co has not changed the A of A derived by the NZ co and the 1st UK co investment agreement....simply seem to have just changed the name to NEWCO Ltd!

Expert:  Ash replied 1 year ago.
But is 1st UK and New Co Ltd still the same company, ie company number?
Customer: replied 1 year ago.

same company number!

Expert:  Ash replied 1 year ago.
Ok. Then its valid. It is the same Company regardless of whether or not they have changed the company name.
It is the Company and number which any Court would be concerned about. its the same company number so any agreement with Old UK company is the SAME as New UK company.
But to answer the question, no the Director is not permitted to withhold information.
Can I clarify anything for you about this today please?
Alex
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
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Customer: replied 1 year ago.

so can I just state to this Director that he has to furbish me with the NEWCO IP agreement as I am a Director which under company ? corporate law regulations? allows me access to any confidential company documents.....txs! for your excellent attention to detail. Doug

Expert:  Ash replied 1 year ago.
Correct. As a Director you are entitled to look at anything in relation to running to the business. It is not required to be registered anywhere but you are entitled to ask for a copy. Indeed NZ co can ask Uk Co for a copy. It can't be conditional upon anything!
Alex

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