We are dissolving our LLC. I am going on my own. Can I still use the website? I will remove all instances of the LLC company name.
3 Answers from Attorneys
Who knows? The IP created likely belongs to the entity and as such is not owned by any individual member. At a minimum, I would enter into a written agreement that will allow you to possess any asserts such as the IP, domains, etc. You cannot just assume you can control what was company property.
Yours is a fact intensive situation that should be talked over with a lawyer in private.
If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.
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DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.
Mr. Natoli's answer is sort of right. He is right that the right to USE the website apparently belongs to the LLC and that you should talk to an attorney directly about this.
Beyond that he is wrong, at least under California law. It is impossible to say if the website belongs to the LLC based on the limited information in your question. Was the LLC created after the web domain was obtained? Was ownership of the domain transferred to the LLC? If not, who is the registered owner of the web domain? Was the website content created after the LLC was formed? Who paid for it to be developed or was it developed in house by LLC members or employees? In short, there is a great deal of unknown information that is needed to determine who owns the rights to the domain and its content. Then once that is determined, unless it is clearly you in all regards, you need to sort out who gets ownership of the domain and content as part of the LLC dissolution.
Again, as I said, Mr. Natoli is right that you need to consult with an attorney. He is wrong again, however, that you should consult him, since neither he nor his partner is licensed to practice law in California and it would be a crime under California law for him to advise you unless you are both in a state in which he is licensed.
How the LLC assets (including the website) are distributed after the LLC is dissolved should be set out in an agreement among the members. It is very likely addressed in the LLC's operating agreement, but, if not, the LLC members can decide among themselves and come to an agreement. Whatever arrangement you come to should be in writing and signed by all the LLC's members.
You should be aware that entities are governed by state law. As Mr. McCormick has pointed out, the first attorney who answered this, Mr. Napoli, is not licensed in Calfornia and therefore cannot legally give advice on California law. It is a mystery why LawGuru allows Mr. Napoli to answer questions posted by California residents regarding California law, about which he clearly has no expertise. Perhaps this underscores the fact that no response on LawGuru should be construed as legal advice and no attorney-client relationship is created.
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