Silent Partner

Dubsey

Hi all,

So I’ve come up with an idea that may be patentable (if that’s a word).

I have the idea but another work colleague has the technical expertise to deliver it.

There is a bit of a way to go before we get to the patent stage.

I have a quite restrictive Intelluctual Property clause in my current employment contract so will be trying to work around it.

The first thing I guess is to get us both locked into non disclosure agreements? I do trust her so possibly not as much as an issue.

If it takes off and there is money to be made from it then we would be looking to form a company.

Could I set up a company with me holding the majority but remaining silent?

Thanks.

D

Triangle

Dubsey wrote: »

Hi all,

So I’ve come up with an idea that may be patentable (if that’s a word).

I have the idea but another work colleague has the technical expertise to deliver it.

There is a bit of a way to go before we get to the patent stage.

I have a quite restrictive Intelluctual Property clause in my current employment contract so will be trying to work around it.

The first thing I guess is to get us both locked into non disclosure agreements? I do trust her so possibly not as much as an issue.

If it takes off and there is money to be made from it then we would be looking to form a company.

Could I set up a company with me holding the majority but remaining silent?

Thanks.

D

You can definitely setup a company and give yourself the majority of shares. Just hold an agm and vote in a managing director for the company. Let them drive it while you just get reports monthly/quarterly or annually. However you want it to run.

Avatar MIA

Dubsey wrote: »

Hi all,

So I’ve come up with an idea that may be patentable (if that’s a word).

I have the idea but another work colleague has the technical expertise to deliver it.

There is a bit of a way to go before we get to the patent stage.

I have a quite restrictive Intelluctual Property clause in my current employment contract so will be trying to work around it.

The first thing I guess is to get us both locked into non disclosure agreements? I do trust her so possibly not as much as an issue.

If it takes off and there is money to be made from it then we would be looking to form a company.

Could I set up a company with me holding the majority but remaining silent?

Thanks.

D

Your work could even be entitled to own the patent.


So, you're going to have the patent in your work colleague's name (They will own the patent). That sounds like the beginning of a horror story.



The patent could be held by a company, but you'd need to be a shareholder to subsequently own the patent (which are listed in the accounts).


You could sign an agreement between you and your work colleague i.e. any royalties made from the patent would be split, say, 50/50 even if they are the named person on the patent.



However, that personal agreement is probably not going to stand up if things get bad enough that you'd have to try and enforce it because your employment contract would probably (talk to a solicitor to confirm) take precedence.

Dubsey

Hi,

Thanks for the responses.

When I say "work colleague" it's probably a bit misleading. We used to work for the same company but now we work for separate ones.

My employer is fairly decent and might be OK about it but I'm not prepared to take that risk.

Ideally I would be a silent (anonymous) but majority shareholder in the company we set up to do this and the other person would be the one that would come up on the company searches etc.

modmuffin

Just register in your partner / family or a friends name.

Dubsey

Hi all,

A bit of a follow on question if you don't mind and I know there is probably no right or wrong answer to this:

If I set up a company with this other person - what percentage should I offer her?

I'm going to try to explain what each of us brings to the table:

Me: I'm the driving force behind it and came up with the idea.

Her: She has the technical know-how to prove that it will work and also has access to some testing facilities as part of this. She could also be the face of the product and would allow me to remain silent.

I know this isn't a straight-forward question but I'm one of those people who probably cares a little too much for what others think and how they feel so I would probably be happier to offer her 49% whereas someone else might say that I don't need her and could pay someone to do it without having to give away any equity.

Avatar MIA

Dubsey wrote: »

Hi all,

A bit of a follow on question if you don't mind and I know there is probably no right or wrong answer to this:

If I set up a company with this other person - what percentage should I offer her?

I'm going to try to explain what each of us brings to the table:

Me: I'm the driving force behind it and came up with the idea.

Her: She has the technical know-how to prove that it will work and also has access to some testing facilities as part of this. She could also be the face of the product and would allow me to remain silent.

I know this isn't a straight-forward question but I'm one of those people who probably cares a little too much for what others think and how they feel so I would probably be happier to offer her 49% whereas someone else might say that I don't need her and could pay someone to do it without having to give away any equity.

What does 'the driving force entail'? Will she be getting any other payment bar share ownership?

If you're sure the product is going to be a hit and you can afford it then the correct decision would be to hire someone. But, it's a start up and in that case you're reducing the risk by offering the shares.

Dubsey

Hi Avatar MIA (hope you find it soon BTW),

Thanks for taking the time to reply.

By the driving force I mean that It is seen as my idea and she is reactive at the moment - partly because she probably doesn't want to be stepping on my toes and she also runs her own business.

I am the one setting up meetings with Enterprise Ireland etc. and prospective Patent Agents. I guess - it is seen as "my baby" for want of a better explanation.

I do however have a good working relationship with her and I wouldn't have the capital to buy here expertise (at least not without funding) initially to get it off the ground.

Avatar MIA

Dubsey wrote: »

Hi Avatar MIA (hope you find it soon BTW),

Thanks for taking the time to reply.

By the driving force I mean that It is seen as my idea and she is reactive at the moment - partly because she probably doesn't want to be stepping on my toes and she also runs her own business.

I am the one setting up meetings with Enterprise Ireland etc. and prospective Patent Agents. I guess - it is seen as "my baby" for want of a better explanation.

I do however have a good working relationship with her and I wouldn't have the capital to buy here expertise (at least not without funding) initially to get it off the ground.

I was going to suggest 50/50 based on your idea and her more direct input. However, who is going to fund the expensive patent costs. That will have an impact.

No luck I'm afraid it's gone for good :pac:

Dubsey

Avatar MIA wrote: »

No luck I'm afraid it's gone for good :pac:

Ah - that's a pity.

Yeah it could realistically be a couple of years before we get it to a patentable (if that's even a word) state so we will have to have some sort of discussion on it sooner or later.

Thanks for your thoughts on it.

modmuffin

Dubsey wrote: »

Hi Avatar MIA (hope you find it soon BTW),

Thanks for taking the time to reply.

By the driving force I mean that It is seen as my idea and she is reactive at the moment - partly because she probably doesn't want to be stepping on my toes and she also runs her own business.

I am the one setting up meetings with Enterprise Ireland etc. and prospective Patent Agents. I guess - it is seen as "my baby" for want of a better explanation.

I do however have a good working relationship with her and I wouldn't have the capital to buy here expertise (at least not without funding) initially to get it off the ground.

If you want it to be successful and for you partner to be vested in its success, then split 50/50

Ideas are dime a dozen - she has the skills you need to execute it

Best of luck