Copyright Protections for an LLC

**stephan75** · 03-25-2009, 09:25 AM

We are an LLC of 4 members (partners). We own a business that provides a professional education certification program and offer 9 courses in our program. We are changing to an INC. In doing so, I want to have a non compete that states that no member of the LLC may engage in replicating any content of our certification program as long as they are a member of the LLC. One of the owners is opening a new business on his own and wants to offer similar content in our education program in his new business and says he wont sign the non compete nor will he be bought out. As an owner, if I quickly send all of our course program and content via mail to register for Copyright, because it has not been done. Will this protect us at least if there is an issue? So, I would send in our 9 courses to be copyrighted and then tell him, he can't replicate any of the topics? Content? because they are copyrighted. What exactly gets protected? The content as it is exactly written, or the general topic, etc. How can I do with the copyright to make this work for our business?

**KeyWestDan** · 03-25-2009, 09:57 AM

An LLC is just a protected form of partnership. Unless you buy him out he has as much right to use the content as any other member of the LLC. You should have had an LLC agreement from the start that controlled the use of the intellectual property of the LLC.

If you change it to a corporation, he will get stock. You all will elect the officers of the corporation. If you can prevent him from being an officer (unlikely) you could then copyright the materials in the name of the corporation and then vote a bylaw to refuse any individual use of the materials outside of the corporation.

However, in general terms, there is not much you can do without the very real risk of being sued into the ground.

**Mr. Knowitall** · 10-03-2009, 01:48 PM

These are works developed by the LLC? Works the members created on their own, and brought together under the umbrella of the LLC when they went into business together? Is there anything in the operating agreement that defines members' intellectual property rights in relation to works created by other members or employees? How about any similar provision in any employment contracts with the person(s) who created the work at issue?

**KeyWestDan** · 10-03-2009, 05:32 PM

Registering the copyright is a smart move. I assume there are also trademarks in use. Be certain you register those.

I would also let your traitorous friend know that as he is a owner of the LLC that forming another company and in effect stealing its intellectual property and would breach his duties, fudiciary and others to the other owners of the LLC. Merely because he is a part owner does not give him any separate or independent ownership of the LLC's property. As his actions can't be legally justified, he can take business from the LLC and confuse the marketplace. Then when you can prove the lost income etc. you can sue him into the ground for every dime he made and then some. There is no separate ownership rights in the training courses, they are owned by the LLC.

You should advise him to consult an attorney.