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socrateaser, Attorney
Category: Business Law
Satisfied Customers: 38895
Experience:  Retired (mostly)
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In a three person company in N.Y.S Who owns the website build

Customer Question

In a three person company in N.Y.S Who owns the website build for the company? The 1/3 partner that build it . ( With funds from the other two members) or the company itself? Gary
Submitted: 7 years ago.
Category: Business Law
Expert:  socrateaser replied 7 years ago.

Under 17 U.S.C. §201, the a work made for another person/entity is the property of the other person/entity (aka "a work made for hire"). However,under 17 U.S.C. §101l, in order for a work to be considered "a work made for hire," the worker must either be (1) an employee of the hiring party, or (2) the worker must have entered into a written agreement specially commissioning the work as one made for hire.


So, in order for the company (wihch I assume is an LLC) to be considered the author of the work, the 1/3 member who actually authored the work would (1) have had to have been subject to the direction and control of the company during the time when the work was created; (2) have had to have been an actual W-2 employee, or (3) have had to have signed the company operating agreement, or other agreement with the company which would have to contain text expressly stating that any creative work done as a member of the company, if created for company use, is considered specially commissioned as a work made for hire by the members of the company.


Note: the analysis of copyright ownership is frequently much more difficult than most people (even lawyers) may believe. Ultimately, where there is a dispute, only a court can decide.


Hope this helps.


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Customer: replied 7 years ago.
To Socrateasers...(question text). Thanks, XXXXX XXXXX have been more clear. This company is Incorporated not an LLC. The appointed President who is a marketing guy. Is stating in effect if you don't remove the other partner. I'm going to take the website (Which is my idea) and which all three of us paid for and do it on my own I would think the company owns it Not him
Expert:  socrateaser replied 7 years ago.

A corporation doesn't have partners. It has shareholders. The difference for the purposes of copyright law is important, because if the shareholder who created the website was just an investor, and did not receive any wages for his or her services, then the shareholder is not an employee of the corporation, and unless he/she signed an agreement to create the website for the corporation expressly stating that the website was a "work made for hire, then the shareholder owns the creative work. Period.