View Full Version : Name change for LLC - some concerns

10-17-2005, 10:29 AM

I am new to these forums (I wish I would have found them a long time ago!). I have a small software development business (formed as a limited liability company) in South Dakota that I work on outside of my regular full-time job as a software engineer. When I started my full-time job, I made sure I had their Intellectual Proprety agreement amended to allow myself to continue to create software for my part-time company. This amendment basically says I can create software for my part time company as long as it is not in the same "field" as the software I create for my full-time job.

My problem is that I am faced with is I have to change the name of my LLC because of a trademark issue with another company. If I change the name of my LLC and develope software for this new LLC, would this invalidate the IP agreement I have signed, since I am allowed to create software only for the original LLC?

I am assuming I would have to dissolve the original LLC and create a new LLC with a new name. To simply avoid this issue, I am thinking I can keep the original LLC intact (the trademark issue only really concerns a website/domain name so I could keep the original LLC, just not have a public presence). I would continue to create software for this LLC, but create another LLC to do the marketing/sales/etc. Basically, my original LLC would only be used to create intellectual property that is within the parameters specified by my agreement with my full-time job. What do you think of this option?


10-18-2005, 06:12 AM
If the original LCC doesn't cost anything to maintain, or only a trivial sum/effort, then it sounds like a good solution to keep it in tact. It is probably better than re-opening the sensitive topic with your employers (it's often best to let that sort of thing lie once wrapped up).

The lesson of course is that the original agreement should have been generic enough to cover this eventuality, but far too late now of course.

The other strength of the above solution is that it enables future flexibility as well. What if you want to create yet another income route, for instance? You can use your orginal LCC as the gateway to multiple channels.

Just my opinion....