Was there any agreement ever that the intellectual property would belong to the company?
Is the process documented?
I don’t need to know what it is but it would assist if I knew the format that it is in.
The situation with intellectual property/copyright is that it endures for 70 years beyond the death of the originator.
It vests in the originator/author regardless of whether the originator/author was paid for the work or not and provided there was no agreement that it would vest in who commissioned the work.
If the originator/author was an employee (which you say you were not) then the intellectual property/copyright vests in the employer.
Hence, from what you have said, the IP/copyright belongs to you and you can do with it what you like. If you wanted to sell it to the big wide world, you could.
You were paid from January to August 2015 and the company that paid you is entitled to some kind of benefit for that payment. What that benefit would be would depend on the nature of the agreement between you for you to do the work on them to pay you.
There is a legal doctrine called Promissory Estoppel and if you were promised something (directorship) and you relied on that promise to your detriment (did work) then you can enforce the promise although in practical terms, becoming a director of a company that doesn’t actually want you is not going to be a particularly good idea.
Can I clarify anything for you?
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It seems that you were paid for is different from the process work and even if they try to argue that you were employed in some kind of capacity, the capacity in which you were employed appears to be a different capacity than that for which you did the process.
As they want the process you are in better negotiating position than they are to get what you want out of them if they need you to implement the process.
You are right to be concerned about the shares because of the stipulation in the articles. You should also be concerned because if they remove you as a director for any reason, even if you were getting profit, you would no longer get it.
I have seen many agreements go wrong when the remuneration has been by way of shares and particularly with different classes of shares where agreements and accounting can be so unwieldy as to be unworkable.
Although anyone who took shares in Google for example in the very early days would now be very well off whereas those who took money, not quite so. Therefore, it depends on whether the company is going to be profitable and if so how profitable as to whether you take shares (with a guaranteed profit share) their you take cash. The beauty of taking the money of course is that it’s not profit dependent, it’s not management dependent and it’s easy to quantify. The downside is that if the whole thing takes off exponentially, you will only get the amount of money which is being offered.