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montysimmons, Patent Prosecutor
Category: Intellectual Property Law
Satisfied Customers: 328
Experience:  Electrical Engineer, South Carolina Attorney, Member of US Patent Bar
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Intellectual property was supposed to transfer to investor.

Customer Question

intellectual property was supposed to transfer to investor. Company was legally shut down without the transfer of IP. How does one achieve that after shut down
Submitted: 1 year ago.
Category: Intellectual Property Law
Expert:  socrateaser replied 1 year ago.


When a business entity is dissolved, a responsible person is always designated with the State Secretary of State office to deal with unresolved matters. If no one is designated, the Secretary of State (SOS) js generally the default (obviously, the SOS will appoint a deputy officer to deal with the issue). Also, you can petition the court to order the property transferred, and the court clerk can be designated as an "elisor" (a person legally appointed by the court to sign or act for another person). The dissolved entity and/or the responsible person designated by the dissolution papers is the defendant in such a case.

The legalities are fairly straightforward. But, it's still a legal process and you will almost certainly need a lawyer to prepare the paperwork and present your case.

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer -- otherwise, I receive nothing for my efforts in your behalf.

Thanks again for using Justanswer!

Customer: replied 1 year ago.
That does not answer my question other than find a lawyer that can answer your question!
Expert:  socrateaser replied 1 year ago.

Are you looking for step-by-step instructions on how to plead your case to the court (plus drafting the requisite paperwork/pleadings)?

Customer: replied 1 year ago.
Sorry this is only somewhat helpful, I need clear instruction.
Expert:  socrateaser replied 1 year ago.

What you are requesting is effectively a legal service, and for that I would have to take your case offline, and charge you customary rates. This may not be what you thought you could get at Justanswer (most customers are looking for a "screamin' deal" on legal services -- and I'm very expensive in private practice).

I will reopen your question for others to try to assist. Please do not reply to this memo, as it will delay getting someone else involved in trying to assist.

Best wishes with your legal dilemma, and thanks again for using Justanswer!

Expert:  montysimmons replied 1 year ago.

I can help you on this question.

Socrateaser is correct, this is likely a complicated one - to some extent.

If the company has been legally dissolved it is likely the company assets, including IP, have been sold. IF the patents have not been sold to a third party, then you still have a window of opportunity to obtain your assignments.

If the IP are patents, Here is what I would do:

(0) I would search the patent assignment database to see if some third party entity has already been given ownership to the patents. Below is the link.

If new patent assignments have not been recorded, you are in an OK position. You can still get the assignment as the first to register their assignment wins (if such is an issue - a third party may believe they own the patents but if they have not recorded their assignments such assignments are not perfected).

(1) Identify the entity/person handling the dissolution and get his/her/its contact information.

(2) I would submit my documentation to the entity in (1) proving my position that the IP was not assigned as previously agreed.

(3) I would submit a standard assignment agreement to the entity in (1) for approval. Such agreements are fairly common and uncomplicated and you can find examples on the internet.

(4) Once approved by the entity in (1), I would register the assignment document with the USPTO ASAP. To do this one uses the EPAS system.

Here is link:

(at the bottom of the page will be a link titled:

" Please click here to access the EPAS forms").

Now (4) is a VERY important step and FREE if you do it yourself.

If the IP includes Trademarks and Copyrights, we need to tweak the above process a little.

(a) If you need help because some other entity now has ownership of patents that should have been assigned to you - such issue is likely more complicated than can be resolved on JustAnswers.

(b) If you need help obtaining a sample assignment document, I can point you in the right direction.

(c) If you have obtained the signed assignment documents and simply need help registering same, I can help walk you through that process.

If there are other issues or you have additional question, please ask questions until you are satisfied.


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