Intellectual Property Law
Intellectual Property Law Questions? Ask a Lawyer
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When you go to dissolve the company, you will have to pay off the creditors first and if there is any money or valuable assets left, you will have to give those to the shareholders in proportion to their ownership interest in the company. So, yes, the minority partner could still feasibly end up with a 20% right in the trademark if it is not sold for cash.
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The inventory is an asset. But so is the trademark. It is an intangible asset that has some value. When you liquidate the company's assets, the creditors have to paid back their loans and thus the argument could be made that since you and the 60% shareholder made the loans of $75k and the value of the inventory and trademark are less than that, then both assets now belong to the two of you. If the third disagrees, ask him to pay you back the 75k in loans and he can keep the inventory and trademark rights.
The fact that the trademark was owned by the corporation before the third shareholder became a shareholder does not matter.
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