Medford, OR asked in Business Law, Intellectual Property and Contracts for Oregon

Q: Does an LLC "own" works created by its members by default? Or does it only own what is explicitly put in its ownership?

A group of independent consultants works collaboratively on some projects - primarily joint marketing, and also producing and delivering online training. The group created an LLC to own a bank account and linked online payment accounts, to take in, hold, & pay out pooled funds for collaborative activities. The group members were the LLC members.

Various individual group members and/or teams of group members created training materials, domain registration and a web site, social media accounts, and joint marketing collateral.

One member now maintains that all these works & creations - these "assets" - are owned by the LLC.

The rest of us disagree, because other than the financial accounts, none of the assets are in or were ever put in the name of the LLC. Nor were they created with intent for them to be owned by the LLC, but rather by the collaborative group, separate from the LLC entity created for financial purposes.

What does LLC law say about this situation, for a Maryland LLC?

1 Lawyer Answer

A: An attorney would need to review all the facts to answer this question, most importantly, the LLC operating agreement. It is possible there could be joint ownership of the property by the members, if not through the LLC, then through a general partnership created by law as a result of the collaborative nature of the project. The fact that certain property is not in the name of the LLC does not necessarily mean that the property is not jointly owned. For projects like this, typically the members would create an agreement specifying what is owned individually up front.

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