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Chris The Lawyer
Chris The Lawyer, Lawyer
Category: New Zealand Law
Satisfied Customers: 22977
Experience:  38 years qualified as a lawyer; LLB, MMgt and FAMINZ.
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I developed a start-up with a business partner in a limited

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I developed a start-up with a business partner in a limited company a few years ago, and we have developed some software apps that are not IP protected. My partner refuses to do any work in the business but won't sort out a solution so we can both move on separately. Can I start a new company and legally take a copy of the software with me?

christhelawyer : HiWelcome to JustAnswer. My first response will follow shortly. Please feel free to follow up if anything is not clear
christhelawyer : The software is likely to belong to the company rather you as individuals, and so if you start a new business the company could sue you for breach of fiduciary duties and possibly copyright. Of course if you are still a joint shareholder then you could be involved in the decision to sue, and this could then be tricky, and involve the company in an impasse. So the way forward would be to tell your partner the company needs to be wound up, and that you can force this if necessary. section 241 of the Companies Act says that a company can be wound up where the shareholders cannot agree, and the liquidator would then dispose of the software.
christhelawyer : That is the expensive option, and you could get a commercial mediator to work with both of you to divide up the company. That would still require his consent however, but would be much cheaper than litigation.

You mentioned that the process is expensive to wind up a company. Do you have any idea what range of costs we could be looking at? Also what is the process the liquidator would use to dispose of the assets?

christhelawyer : You could easily spend $10 to $15000 or more plus the cost of the liquidator which may be similar figures. The liquidator would sell to the market but you could buy the company assets like the apps. That is why a mediated result would be better.

Thanks for your assistance

Chris The Lawyer and other New Zealand Law Specialists are ready to help you
Customer: replied 4 years ago.

As a 50% shareholder am I legally entitled to sell the rights to a use a copy of the software our company owns to another company without having to get the other 50% shareholders agreement?

The company is the owner not you as shareholder, and so if you sell any rights, the money has to be paid to the company.
Customer: replied 4 years ago.

i understand that the company would receive any monies from selling the rights to use the software, however as a shareholder/director am I able to set the price and make the sale?


You can set the price and make the sale, as this is part of the business of the company, and as a director you can do this.