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Maverick
Maverick, Lawyer
Category: Intellectual Property Law
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Experience:  13 yrs plus civil law experience.
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My company consists of three partners. Myself and another

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My company consists of three partners. Myself and another partner (whose combine share total 80%) want to dissolve the company and continue operations under a new name. Our concern is the use of the trademark. Once we dissolve the company, who has right to this trademark and will the minority partner still retain 20% ownership over it?
Submitted: 3 years ago.
Category: Intellectual Property Law
Expert:  Maverick replied 3 years ago.

Welcome to Just Answer! My name isXXXXX very much enjoy what I do and I hope that you will benefit from this information.

 

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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Customer: replied 3 years ago.
Myself and the other shareholder who holds 60% share are the company's creditors. Post the third shareholders's involvement, "loans" paid out to the company total approximately $75,000, none of which have been contributed by the third member.

Our only assets are that of inventory, which we would gladly give 20% to the third member. We've also gone through a business valuation that showed our company is worth less than zero. I should have informed you that we are a start up and have additional liabilities that this third member refused to contribute additional capital to help pay for, hence the reason for dissolution.

Further, the trademark was created prior to his involvement. Will this make a difference in who will retain ownership of the TM?
Expert:  Maverick replied 3 years ago.

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.

 

 

Customer: replied 3 years ago.
Maverick,

Thanks for your advice. I will be sure to consult with my attorney regarding strategy moving forward.
Expert:  Maverick replied 3 years ago.
Sure, no problem. I would appreciate it if you would please remember to click "accept" so that I may obtain credit for the answer. If you have any follow ups, just write back on this thread. Thank you.
Maverick, Lawyer
Satisfied Customers: 3431
Experience: 13 yrs plus civil law experience.
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