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Are contracts that I entered into via an LLC still valid?

Seymour, CT |

I entered into a licensing contract via my LLC 3 years ago in order to utilize Company A's intellectual property in a comic book. The length of the contract is 10 years. It works on royalties - if it makes anything, fine, if not, that's fine too. My question is, since I have now dissolved my LLC, do I still have rights to this license or have I also given up my rights to this license?

Attorney Answers 5


  1. Best answer

    Generally speaking an agreement entered into by a limited liability company will be effective for the term of the contract. When an LLC dissolves (usually voluntarily by its members) then the company during its winding up process will collect its assets and pay its liabilities prior to making distributions to its members. Even after an LLC is dissolved it may sue and be sued as part of that winding up process.

    If the licenses agreement permits assignment to another party then an individual and/or another entity (i.e. corporation, LLC, etc.) once assigned can assert those rights (and be obligated for any responsibilities). Careful consideration needs to be made to determine if any liabilities exist as part of the agreement because once assigned generally those liabilities will pass to the new person / entity, something that one may want to keep tied up with the old LLC.

    In Connecticut a dissolved LLC may file an application with the Connecticut Secretary of State for reinstatement (per Conn. Gen. Stat. §34-216). (see http://www.sots.ct.gov/sots/lib/sots/commercialrecording/allforms/cert_of_reinstatement_-_llcs.pdf ) Reinstatement is commonly done when an LLC needs to continue business for a specific purposes related to asserting some important rights, transferring some forgotten property, or retaining some liabilities that if not reinstated would pass to an individual (which they want to avoid).

    Consult with an attorney if sufficient enough money / rights are involved.

    If you've found my answer helpful and informative please below designate as a “Best Answer” or mark that you “Agree”.

    Disclaimer: The foregoing answer does not constitute legal advice, is provided for informational and educational purposes only for persons interested in the subject matter. Each situation is fact specific and may be subject to state specific laws. Without a comprehensive consultation and review of all the facts and documents at issue it is impossible to evaluate a legal problem fully. This answer does not create an attorney-client relationship.


  2. Mostly depends on how the license was worded. Was the license assignable ? I.e., transferable from one party to another ? If so, could you do it without consent (doubtful) ? To the extent the Licensor (Company A) can still make money, they may be willing to allow the license to transfer to you on written agreement.

    Our replies to Avvo questions should not be considered specific legal advice to any individual, and no attorney-client relationship is formed with you. Our aim is to provide general principles that may be useful to the Avvo community as a whole. You should seek individual legal advice pertaining to your specific factual situation, and the laws applicable to your jurisdiction.


  3. This depends almost entirely on the language in the license agreement. Without reviewing it, no lawyer can answer this question.


  4. As my colleagues point out, if you have a written agreement, it probably contains the answer to your question, which cannot be answered by Avvo attorneys who have not seen it.

    The above is general legal and business analysis. It is not "legal advise" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  5. Others have commented that it depends on the language of the license, and that probably is true. It may also depend on -how- you dissolved the LLC, and what happened with its assets at dissolution.

    You are not my client. I am not your attorney. The above comments are not confidential, not "legal advice", and not "legal opinion". I am licensed as a patent attorney and in the State of Connecticut. Retain and consult an appropriately licensed attorney to identify the laws and facts material to your concerns.

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