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I had an idea and developed a software. It includes IOS, Android and web applications. All of them was written by myself. I had my own company before. But after that, me and my 2 friends built a limited company 1.5 years ago. And started to sell my softwares from this company.

Now we have a conflict with one of my partners who has a 1/3 share of our company.

He wants too much money to leave the company, and we couldn't deal.

Now here is my question: Can we shut down that company, and open a new one with my other partner and continue to sell my softwares from that new company?

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No - the company probably owns the IP. If so, on liquidation (assuming you can pay out your creditors) the assets of the company will be split by the shareholders - effectively you will be swapping a company for a partnership.

However, you (with the remaining partner) have a controlling interest. Stop paying profits out as dividends and start paying them out as director's fees. And don't make the other partner a director - he will soon see the worth of your offer.

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  • But company was not there when I first start to develop the product. Also I have the trade mark of the product. Still the IP belongs to the company? – Burak Oct 10 '16 at 10:58
  • Depends on the contracts/licenses between you and the company. You did write some? – Dale M♦ Oct 10 '16 at 12:44
  • We don't have any between me and the company. – Burak Oct 10 '16 at 12:45
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From your comments it seems that: 1. You wrote some software in your own spare time which makes you the copyright holder. 2. You and two partners started a company which makes money by selling your software which they can do since the copyright holder agrees. 3. There are no contracts in place that give the company the right to sell your software if you don't agree with this anymore.

If that is the case, then you (personally) write a letter to the company telling them to stop selling your software. The value of that company drops to zero. Tough for the third partner. You as the copyright holder of the company can do what you want with your software, including giving it to a second company.

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  • Nice to hear that. I'll go in that way. Thank you. – Burak Oct 10 '16 at 14:36
  • It's certainly arguable that the company either owns the copyright or has a perpetual licence - this could end in court. – Dale M♦ Oct 10 '16 at 19:18
  • Also, if the OP is a director of the company then he has a fiduciary duty to put the company's interests ahead of their own. – Dale M♦ Oct 10 '16 at 19:53

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