Assigning Intellectual Property

So you got together with a bunch of other people and built a really cool new application which you think you can build a business around. One person had a keen eye for design and created a great user interface. Another person could write amazing code. And you were the one who came up with the idea in the first place.

All of that stuff: code, design, idea, information, content, etc… You know what that is? It’s intellectual property. And one thing’s for sure, if you’re going to start a new company and make a go of it, you need to assign the IP to the corporation once it’s incorporated. As it stands now, if you have not assigned the IP, your company doesn’t own the code, the design or the idea behind it all.

If the corporation doesn’t own the IP, then it does not own the most fundamental asset behind the business you want to build. Investors don’t invest in empty companies. They invest in companies with assets (i.e., IP) and smart teams who can build the business.

Assigning IP is not a complicated process – a simple contract between each founder and the company immediately following the time of incorporation is all that you need.

And if ever you have more IP developed by third party contractors or employees, you’ll want something similar from them to make sure that each has assigned all of the IP they’ve developed for the company, to the company.

These IP assignment agreements are frequently coupled with some confidentiality obligations, and a waiver of moral rights. They aren’t expensive to prepare (heck, some law firms (like mine) give them away for free to small companies). And for goodness sake, don’t just grab something off the internet you found somewhere and think that it will work for you. Laws vary from jurisdiction to jurisdiction, and accordingly, agreements relating to intellectual property may not work in one place even though they work just fine in another. Call you lawyer and get it done right.

Corporate Names: Language Requirements

Lot’s of people ask the question: What’s in a name? Well, naming your company is an important consideration. It’s integral to your brand and identity as a company, but as you may have guessed, there are also some legal implications.

If you’re doing business here in Quebec and you want to incorporate, you have two options. You can either incorporate federally under the CBCA, or provincially under the QBCA. I won’t repeat all the mechanics that go into incorporation and registration when you pick your name, but I did want to go into some language requirements relating to registering a business here in Québec.

You’ll need to think about the French-language version of your company’s name. In fact, at the time you register to do business in Québec with the REQ, you’ll need a French-language version, whether you’ve incorporated under the QBCA or the CBCA. If you don’t have one, the REQ will not register you to do business here.

The basic rule you need to remember is that made-up or invented words are not considered French. The big trend in naming companies lately is to take ordinary words and remove some letters, usually vowels (think Tumblr… and not Tumbler). So let’s say your company’s name is something like Tble (instead of table), or Pillw (instead of pillow). You won’t be able to register that name in Québec, even if, for example, you’ve incorporated with that name under the CBCA (or even some place else like Delaware or Europe). So what’s the solution? Instead of trying to register Tble, you can try registering something along the lines of Les Entreprises Tble, or Services Tble, or use some other expression which reflects what your company does.

Why? That’s a long and complicated story. But at the end of the day, the Québec government will only communicate with your business in the French language, and therefore, a French-language version of your company’s name is required. This rule will apply regardless of jurisdiction of incorporation, because it isn’t about incorporation but rather about registration.

Time to do Business in Canada

Pond Hockey

I travel to the US a lot (my wife is from Philadelphia) – and one of the things that never ceases to surprise me is how “foreign” Canada seems to some south of our border. So let me try and demystify Canada, and show you how great a place it is to invest and do business.

If you want to skip ahead and look at some interesting resources for investing in Canada, take a look at the Canadian Trade Commissioner Service website. And if you’re all about the numbers, they’ve put together a nice set of infographics.

Over the next few posts, you’ll see some general stuff about Canada, some basics about different strategies for investing in Canada, and some commentary on the resources (many of them taxpayer-funded resources) available to encourage foreign investment in Canada.

If you have some thoughts about other topics you would like to see, send me a message!