Legal Question in Business Law in Arizona
Who owns web site?
Formed an LLC with a partner. Contracted with a web-site design company to design a web site for us. The contract with the design firm is with me, not the LLC, and I have paid the entire bill personally for the web-site design from my funds, not from the company account. I have done the bulk of the correspondence with the design firm and done the bulk of the work that needed to be done on our end. While my partner has done some work to the site, he has not completed other tasks he was asked to do. My partner cannot meet the financial obligations required to promote the site and it's holding me back to the point of feeling like my investment will be lost unless I take over the site and promote myself. I do not wish to take on more risk and be expected to split profits. Who owns this site? Me, or the LLC?
1 Answer from Attorneys
Re: Who owns web site?
The answer is not a simple one. It depends upon a legal analysis of the facts and circumstances, your LLC operating agreement, who is authorized to act on behalf of the LLC and what are your fiduciary duties owed to the LLC. By your statements, you were acting on behalf of the LLC.
There is a practical business answer as well. Your statements indicate that, as is often the case, 2 people came together to start a business and one of the 2 is unable or unwilling to perform his duties and obligations to the business. Therefore, how do you dissolve the business relationship before things go any further and protect the investment you have made. This is a matter of negotiation and fairness between the two of you. If your associate is not willing to come up with his share of the capital the business needs, that is a good basis to ask him to withdraw. You would be well advised to not go any further with the business until you can separate from your associate and make it clear that the business is yours alone.
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