Sherborn, MA asked in Business Formation, Business Law, Contracts and Intellectual Property for Massachusetts

Q: Someone gave me the name to my business. If we separate is there anything he can do to take the name of my llc?

He’s is not part owner on the llc but understanding it’s his intellectual property I want to make sure everything I’m building doesn’t belong to someone else.

3 Lawyer Answers
William J. Amann
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  • Manchester, NH
  • Licensed in Massachusetts

A: Know the difference between the legal name of the business and the trade name, if there is a difference. As an example, Coke could be the trade name for the Coco-Cola Company, Inc. (legal name). You might want to register the trade name with the state's Secretary of State's Office, assuming there is one.

A: Since the individual who provided the name is not a part owner of your LLC but may claim it as their intellectual property, it is important to address this issue to protect your business.

First, verify the legal ownership of the business name. If you registered the LLC under this name and it is officially recognized by the state, you have a strong claim to its use in a business context.

However, intellectual property rights can complicate matters. If the person can prove that the name is their intellectual property (e.g., through prior use, trademark registration, or creative origin), they might have grounds to challenge your use of it.

To mitigate potential disputes and ensure that everything you are building remains secure, consider trademarking the name. I recommend scheduling a consultation with an attorney to review the specifics of your situation.

James L. Arrasmith
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Answered

A: Under California law, if the individual who gave you the name for your LLC is not part owner of the LLC and you have registered the name legally, it is unlikely that he can take the name from you. The key factor is whether the name has been formally trademarked or if there is a written agreement stating that the intellectual property belongs to him.

If there is no formal agreement or trademark, and you have used the name in commerce and registered your business with the state, you have established rights to the name. It is crucial to ensure that all your business documentation clearly shows your ownership and use of the name.

To protect your business further, consider registering the name as a trademark if it is not already. This will provide additional legal protection and make it more challenging for anyone to claim rights over it. Always keep thorough records of how the name was developed and used in your business to support your claim.

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