How can I legally move assets from one business entity to another?

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I would like to move patents and know-how from one company to another. How can I do this legally?

Attorney Answers

3
Andrew Myers ·
It's tough to answer your question in a vacuum. If you are contemplating bankruptcy, dissolution or winding down of the entity, this could be viewed as an attemtpt to hinder, defraud or delay the claims of creditors. If you have shareholders in the corporate context, or other owner/members in the LLC context, you need to make sure that full fair value is paid for the exchange of the patents and "know-how". I highly suggest that you have an experienced business attorney in your jurisdiction take a look at this before you do anything. This answer is offered for informational purposes only. It is not offered as, and does not constitute, legal advice. Laws vary widely from state to state. You should rely only on the advice given to you during a personal consultation by a local attorney who is thoroughly familiar with state laws and the area of practice in which your concern lies.
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Mitchell Goldstein ·
You can sell assets for fair market value from one entity to another. How you do this depends on the type of entity. You cannot just move assets from one entity to another. Also, how you do the transfer depends on the type of entity. Each entity (if they are registered LLCs or corporations) is a separate legal entity and needs to be treated as such to avoid having the assets and liabilities of the entities and possibly yours as well from being treated as the same. You need to treat each entity separate with separate assets and separate accounting. Otherwise, there is no reason to have separate entities. You may also risk the limited liability created from having separate entities. Talk to a business lawyer in your area about how to do this. [This communication is intended as general information and not specific legal advice, and this communication does not create an attorney-client relationship.]
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Charles Mcwilliams ·
An arms-length sale of the assets is generally the best way to proceed as it will hopefully avoid having the assets/liabilities of one business transmuted to the other business. There is significant risk associated with doing the transfer improperly, as the liabilities of one company could be deemed to be liabilities of the other, and if the assets are not properly transferred it may make one or more of the companies very difficult to sell in the future. I highly recommend you get with an experienced local business attorney for guidance on both the transfer itself and associated tax consequences. NOTE: If you find this response helpful, please click on the “thumbs up” button at the bottom. DISCLAIMER: THE INFORMATION PRESENTED HERE IS GENERAL IN NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, AS LEGAL ADVICE. THIS POSTING DOES NOT CREATE ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN US. FOR SPECIFIC ADVICE ABOUT YOUR PARTICULAR SITUATION, CONSULT A QUALIFIED ATTORNEY.
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