Sole Director Purchasing Company IP

[Adrian2]

I am the only remaining director of a UK Ltd company needing to purchase the software IP and all associated rights from the company for my own use. There are now no other licensed users (customers) of the software and no-one else has any claim to it. The company has no current revenues and will probably eventually be wound up.

I have had drawn up an Assignment of Intellectual Property contract and paid a substantial sum from myself to my company in consideration of the value of the IP.

At the end I need to sign on behalf of the company as officer, and also sign as the buyer. Is there any problem in signing as both seller and buyer in this way?

 

[Scalloway]

You and the company are separate legal personas so if it is done in good faith and all steps are documented then it should be ok. Are there any other shareholders?

 

[Adrian2]

That's kind of what I thought but thank you for confirming it for me.

I purchased all the other shares back from previous director / shareholders several years ago, leaving only one previous director holding just 3% of class C - non-voting (sleeping partner) shares. Had no contact with him for 10 years.

 

[Hughj11]

The UKIPO will also accept assignment agreements signed by the same person on behalf of both parties (may require further evidence).

So when you perform the recordal the assignment agreement will be sufficient.

 

[Adrian2]

Many thanks Hughj11. Thats good to know.
If I understand you correctly, whereas the transfer of ownership of Trademarks or Patents require a TM16 or Form 21 respectively (neither of which apply to my software and associated designs - only the copyright ownership), there is no required UKIPO form or recordal for just copyright ownership transfer; and therefore the signed assignment agreement alone is sufficient.

 

[Hughj11]

Exactly, there is no register for copyright, so you don’t need to file anything.

If you have registered designs, then a DF12A form would have to be filed, but that doesn’t sound applicable!

 

[Adrian2]

Fabulous! Thanks for clarifying that Hughj. I've drawn up and signed (twice) the Assignment of Intellectual Property Agreement and paid the consideration sum to the Company, so I'll just sit on the document until anyone asks for it! Thanks again.