This may be as simple as "yes" of course you can, but perhaps not. Is there a written operating agreement in place? Was there any understanding about who gets to use the name once the LLC dissolves? Assuming no one else as part of the business is making use of it, then you likely can use it. Was the name considered an asset and if so, are there any creditors that may consider that lost value? This is really something you should consult an actual lawyer for not just a free Q&A platform.
Further, you are really talking about a trademark here so you really want to make sure it is a good one before you invest in it. Whenever you endeavor into investing in a trademark it is very important that you conduct the proper clearance due diligence upfront and before you submit an application to the USPTO. In the US, this means searching under both federal (USPTO) as well as common law because trademark rights stem from use in this country NOT registration. This means that acquiring a federal registration does not necessarily mean that you are not infringing on another's intellectual property. See the link below for a detailed explanation of the due diligence process and a guide on how to choose a strong trademark.
I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.
Best regards,
Frank
Natoli-Lapin, LLC
Dissolution mean distributing the assets and liabilities of the entity. If your "partners" don't object, no problem. If they do, maybe you can "trade" some assets in distribution for other assets in distribution.
Sometimes dissolving an LLC is as emotional as a divorce. You should get the details of who gets what put into writing so there is no confusion in the future. If all the parties cannot agree on the details, you may want to find some professional help in this matter.
You may want to discuss your situation with a lawyer in more detail. Use the "Find a Lawyer" tab on this site and choose someone from your locale. Most lawyers on , including myself, offer a free phone consultation.
Yes, if the partners agree you can. Perhaps if they don't agree, but you would be wise to consult a business attorney about this to be sure this name is cleared and confirmed before seeking to capitalize on it.
tephen Ross VerbitBusiness AttorneyFort Lauderdale, FLFL licensed ·
If you want to continue using the name, perhaps there are alternatives to dissolving the LLC. There are many factors that must be considered in order to meaningfully answer your questions. You should contact an experienced business attorney to fully discuss your situation and get specific advise and guidance on how best to proceed. Many lawyers here, including me, offer free initial consultations.
The corporate name and domain name are assets of the LLC. When you dissolve the company, you will need to dispose of all the assets and distribute the proceeds to the shareholders or partners. As a practical matter, this means that you cannot use these IP assets (name and domain name) without an agreement from your partners that permits you to do so. You have no right to use these IP assets merely because the company has been dissolved. In fact, you could face claims for violation of your fiduciary duties to the other shareholders or partners if you do this without their permission.
I suppose that after some time passes (years not months or week), you could probably begin using the name and domain name without permission from the partners---at some point the would be deemed abandoned. But for now, you need to work out an agreement with the other partners or shareholders that allow you to continue to keep and use the name and domain name. Otherwise, you are asking fro an expensive law suit.
Before taking any action, consult with an attorney who is well versed in LLCs. In Florida, the LLC law was rewritten with the new law taking effect on January 1, 2014. The changes are substantial and may effect the dissolution.
