Q: Can I withdraw from a partnership LLC but keep trademarks? Moving from CA to AZ.
I was a sole proprietor consultant and developed a software application, then got married. My then-spouse and I reorganized as a partnership LLC in CA. I don't think we have an operating agreement.
We are equal partners with his mom being a 2% partner, but I do all the actual work of the computer consulting/software development.
We renamed the software and trademarked that name, plus the company name.
We divorced, final in 2017, no contest, No MSA. The LLC remains a CA LLC in both names. I want to pull out of the LLC and form my own AZ business . But I want the software name (and full ownership of the software) and would like the business name.
Can I do that? What happens to the trademarks if I just dissolve the LLC? My ex cannot do any of the computer work without me. (Doesn't know how). Any advice is appreciated.
A:
If the application(s) for the trademarks' registration filed with the USPTO lists the LLC as owner, the LLC remains the owner regardless of your LLC's status, dissolved or otherwise.
The LLC will need to transfer ownership to you or your new entity. You should consult a California business attorney regarding your ability to transfer corporate assets without the other member's participation.
A trademark attorney can assist with the work required on the USPTO end.
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