QUESTION
3 years ago I signed an operating agreement with group promising me to help market ,sell ,patent ,manufacture my product .
Asked on May 01st, 2012 on Business Law - Nevada
More details to this question:
That I hold the patent to. In the past 3 years they have not honored the agreement. There was no Capitol contribution. In the 3 years what I received was , some 3d renderings of my product and a couple of meetings with possi ble investors. That was 2 years ago. We have not had a meeting since April 2010 .How do I get out this agreement ? They aslo hold 40 percent interst in company.
1 ANSWER
R. Christopher Reade
Your predicament happens very frequently in the creation and formation of a business. Regardless of ownership percentages, the scenario set forth above appears to indicate that while corporate formation was complete, no capitalization of the company ever occurred and that the Company for all intents and purposes has no capital or assets. From the question that you have posed, it appears that the Patent remains in your name personally and that you have not assigned the Patent to the LLC.
This means that you still hold the most valuable asset individually and can simply dissociate yourself from the LLC and commence dissolution proceedings. Dissolution and winding up should be addressed in your Operating Agreement. If not, pursuant to Chapter 86 of the Nevada Revised Statutes, there is a statutory mechanism for dissolution.
Answered on May 01st, 2012 at 2:16 PM