My question involves business law in the state of: Wyoming and California
We are a group of 6 people. We would like to do the following:
1) Start Company X (C Corp or LLC in state A), with the 6 partner having equal shares. This company would own the patents and trademarks for 4 products and 4 mfg processes. This company would then issue a Master License for the use of these patents and trademarks to Company Y.We are doing this for various reasons. The companies would be set-up in sequence – X first followed a few months later by Y and finally Z. The 6 main partners will contribute capital in all three companies.
2) Company Y would be founded (C Corp in state B), with the equity evenly divided amount 10 partners: The six individual partners of Company X – each getting one of the 10 parts of equity, with the remaining 4 parts going to Company X itself and 3 new partners. Company Y would have the Master License for the use of the patents/trademarks of Company X, as well as it’s own trademarks for products it makes with those patents. 15% of all income would be paid to Company X as a royalty for the use of those patents and marks.
3) Company Z (C Corp in state C) would divide it’s equity equally among 9 partners: The six individual partners of Company X – each getting one of the 9 parts of equity, with the remaining 3 parts going to Company Y itself, 1 new partner and 1 Investor. This company would have the exclusive sales License for the distribution of Company Y’s products for a specific sales channel, as well as it’s own trademarks for it’s own branded products made with the trademarks of Company Y. Company Z would buy it’s products from Company Y, as well as pay 15% of all sales to Company Y as royalty for the use of Company Y’s trademarks.
My question – Is the set-up of these 3 companies legal?
What about the way royalty is paid?
Does this violate any tax laws?