[E-trademarks] Papering a Parent & Sub relationship

[Noel D. Humphreys]

Lara, Thank you for all your insightful inputs to this list.

One place to start would be to learn how S has been treated on C’s tax returns.  You would also want to learn whether it is a corporation or an LLC or something else.  You would also want to find out what jurisdiction S was formed in.  If it’s a public company, or otherwise has audited financials, you could ask the auditors what evidence they turned up when they were figuring out he to integrate S into C’s financial statements.  Assuming it’s not formed in Ireland or the Turks & Caicos or Bermuda or the like, then, if it’s a corporation, you would like to find out whether they have a stock ledger or a stock certificate that evidences ownership.  Maybe organizational minutes from S’s board of directors.    If it’s an LLC, you would expect to see an operating agreement that identifies C as the sole member (in a manner consistent with the tax return).  Is that responsive to your question?  Are there bank loan documents that include the information?  Did C’s lender take a security interest in S’s registered IP?

Noel D. Humphreys

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From: E-trademarks <e-trademarks-bounces at oppedahl-lists.com> On Behalf Of Lara Pearson via E-trademarks
Sent: Thursday, February 8, 2024 3:41 PM
To: Carl Oppedahl <e-trademarks at oppedahl-lists.com>
Cc: Lara Pearson <lara at brandgeek.net>
Subject: [E-trademarks] Papering a Parent & Sub relationship

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________________________________
Hi listfriends:



I hope this finds everyone feeling smiley. 😀

A new-to-me client challenged me (hypothetically, of course) with this puzzle, I am hoping you can help me with . . .

Client (C) has a wholly owned sub (S) that acts as an IP holding co. C has no paper chain between it and S, and asked me what documents it needs to have with S, apart from a TM license with the right to sublicense. Presume that it presently has NO docs that indicate C is the sole parent of S.

I have no idea what other types of docs we need, and appreciate any guidance you can offer.

Thanks kindly.

I appreciate each of you, always (lurkers too!). :-)

Warmly,


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