{"id":218053,"date":"2022-10-18T19:26:01","date_gmt":"2022-10-18T06:26:01","guid":{"rendered":"https:\/\/legalvision.co.nz\/?p=218053"},"modified":"2022-10-19T11:11:09","modified_gmt":"2022-10-18T22:11:09","slug":"shareholders-ip-deed","status":"publish","type":"post","link":"https:\/\/legalvision.co.nz\/corporations\/shareholders-ip-deed\/","title":{"rendered":"Should Company Shareholders Sign an Intellectual Property Deed in NZ?"},"content":{"rendered":"\n

Whether you are a small startup or <\/span>a more established business, protecting your business’ <\/span>intellectual property <\/span><\/a>is critica<\/span>l. Intellectual property (IP) comes in many forms, such as designs, copyright, trade marks and patents. From a business perspective, IP covers the know-how behind the products or services the business delivers and its identity in the market. IP is an integral part behind how any business operates as well as often being the key driver of value. Where company shareholders develop IP for the company, e<\/span>nsure they assign (or sell) the IP to the company. T<\/span>he shareholder and company should enter an <\/span>IP assignment deed<\/span><\/a>, so there are no future disputes over its ownership. <\/span><\/p>\n\n\n\n

This article will outline common situations where shareholders should sign an IP assignment deed<\/span>. It will also explore other documents that may achieve the same effect.           <\/span><\/p>\n\n\n\n

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IP Assignment From a Shareholder<\/span><\/h2>\n\n\n\n

A shareholder who is also a founder may create I<\/span>P for the company in its early stages. Even if the founder is the same shareholder who controls and operates the company, t<\/span>hey should put an IP assignment deed in place. This is so it is clear that t<\/span>he company owns any IP the founding shareholder develop<\/span>s in relation to the company\u2019s business. Of course, this is not only limited to founder shareholders. An IP deed could also apply to other shareholders who may have been involved in developing IP before the company was set up.<\/span><\/p>\n\n\n\n

IP Assignment in a Dual Company Structure<\/span><\/h2>\n\n\n\n

If you operate your business with a <\/span>dual company structure<\/span><\/a>, you should put an IP assignment and licence deed in place. Under this structure, a <\/span>holding company<\/span><\/a> owns 100% of the shares of the operating company and the valuable assets of the business, <\/span>including IP<\/span>. The operating company sits beneath the holding company<\/span>. They take on the risks of the business by entering contracts with customers, employees and other commercial parties.<\/span><\/p>\n\n\n\n

With an IP assignment and licence deed, any IP the operating company creates will be automatically assigned to the holding company.<\/span> Consequently, the IP is protected from the risks of the business. At the same time, the holding company will give a licence back to the operating company. Accordingly, the operating company can use and commercialise the IP of the business. The company should seek accounting advice to ensure that market value is attached to the assignment and licence of IP.\u00a0 <\/span><\/p>\n\n\n\n\n\n Continue reading this article below the form\n <\/i>\n<\/a>\n

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