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Ash
Ash, Solicitor
Category: Law
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I am a partner in a LTD company that has not actually traded

Resolved Question:

I am a partner in a LTD company that has not actually traded as yet but has been working on a web based idea. We wrote a concept document & business plan and have been out trying to raise funding/find an investor. This has been on going for approx. 2 years & did have an investor but they have now withdrawn the offer.
My problem is that my partner & i do not see eye to eye on how we should take the idea forward & exactly what the web site should do.
I no longer want to be part of a business with him but do want to continue with promoting the idea the way i think it should go. This will probably involve re-branding the idea & re-writing the concept but intimately the concept won't change a great deal.
Although i wrote the concept document & business plan, he done the branding work.
If we dissolve the LTD company & go our separate ways, what happens about the IP rights of the concept & business plan ?? Who owns them ? I don't want him to be able to come after my new business if successful because of similarities with our partnership business ??
Regards
Colin Stacey
Submitted: 11 months ago.
Category: Law
Expert:  Ash replied 11 months ago.
Hello Colin my name is ***** ***** I will help you.Is there any Directors agreement or Shareholders agreement please?ALex
Customer: replied 11 months ago.
Hi Alex,No shares have been issued though we have an agreement in place that we both own 50% of the business.
The LTD company was formed after we became partners although there is no formal agreement relating to the partnership only that it is written in the concept document.
Regards
Colin
Expert:  Ash replied 11 months ago.
Thanks. If you want to leave and in the absence of any agreement, the Company owns the IP. That is because you brought it to the Company for the benefit of you both.As such if you leave and set up using the same idea, potentially (it may not happen) you could be in breach of the IP of the current Company.But if you change it sufficiently you would be ok. The issue is no agreement, this is a cause for concern, because if that said you retained the right to the IP there would not be an issue.Can I clarify anything for you about this today please?Alex
Customer: replied 11 months ago.
Hi,
The only agreement was a verbal 1 & the 50/50 partnership in the ltd company. What i want to avoid is leaving all of the current information, including company name, idea & branding for him to go out & use. I am happy to start again & re-brand the idea in the way i see it. Although i wrote the concept document, he done the branding on it so who owns the IP ?
I don't know, that's my problem !
Colin
Expert:  Ash replied 11 months ago.
The Company owns the IP. Does that clarify? Alex
Customer: replied 11 months ago.
Ok,
So if the LTD company is dissolved, does that mean that the IP is up for anybody to use without repercussion ?Colin
Expert:  Ash replied 11 months ago.
Yes it does. Does that help? Alex
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
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Customer: replied 11 months ago.
Yes,
That's great, thanks very much for your help
Colin
Expert:  Ash replied 11 months ago.
Great. If I could invite you to rate my answer before you go today please, otherwise the site does not credit me for the time spent with you today. Thanks and good luck. Alex

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