As the board of the corporation, you and your partner have to get together to vote to determine how many shares you want to give to the other 2 parties as compensation for their IP. You can put a value on the IP services and you are paying in form of shares without assigning par value to the shares, so the tax burden on the corporation would not happen, since you are not being taxed on payment to someone for services. You are essentially making them shareholders in the corporation in exchange for their services so you have to decide the percentage shareholders you want them to be.

If your accountant told you to contact a business attorney, then they are not an accountant who handles corporate taxes and you may want to get an accountant who specializes in corporations.

The investor, this would be income into the corporation which would be taxable, but then again, you have expenses which would be written off against that income to the corporation and why you need an experienced corporate CPA. This would be a sale of stock to the investor and a tax liability offset by any costs to you of the sale and other business expenses.

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