Legal Question in Business Law in California
Treat 2 versions of the same web application as owned by 2 separate companies.
I created a web application that I'm planning to launch in the USA. However, now I have an opportunity to launch it in Asia with some partners. If I want to manage the USA launch myself but share ownership and profits with 2 parters in Asia for the Asia Launch, how would I be able to own 100% of the USA version/profits that I could use to entice USA investors while sharing ownership and profits of the Asia version? So I want to treat two versions of the same web app as if they were owned by two separate companies; therefore making it possible to split ownership and profits.
2 Answers from Attorneys
Re: Treat 2 versions of the same web application as owned by 2 separate companies.
Another approach is to use intellectual-property licensing concepts to restrict the access to and use of the application. An early example of this occurred, I believe, back in the 1920s when Hazeltine Corporation held the patents for frequency modulation broadcasting and licensed them to RCA for civilian commercial radio broadcasting and to Philco for military communications. My facts about the parties may be in error, but it's an old concept. You need a good contracts attorney with some IP experience, and it also helps to have honest and ethical partners.
Re: Treat 2 versions of the same web application as owned by 2 separate companies.
This can be handled by forming a limited liability company ("LLC"). One way I like to handle situations like this is to use different classes of ownership interests. For example, Class A interests can share Asia profits. Class B interests receive US profits.
Another alternative is to have more that one LLC. However, I don't like this alternative as well, especially if the web application is protected intellectual property.
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