Our trademarks and intellectual property are registered under the founder's personal name instead of our corporate entity. How do we clean up our IP ownership on our exit runway without triggering tax liabilities or delaying the sale?

Question

Tyler Smith · Accepted Answer

Trademarks, patents, and domain names held in a founder's personal name are a massive roadblock during due diligence. A buyer will not close a transaction if the core intellectual property is not cleanly owned by the selling corporate entity. To resolve this without delaying your sale, you must initiate an IP audit on your exit runway. First, assign this clean-up project as a high-priority quarterly Rock for your legal or operational lead on the Accountability Chart. Work with an experienced M&A attorney to execute formal assignment agreements that transfer all personal trademarks, patents, and brand assets to your operating entity. Ensure these transfers are filed and recorded with the appropriate federal and international registries. At the same time, consult your certified public accountant to structure the transfers at book value to avoid triggering unexpected personal income tax liabilities. By proactively moving these assets onto your corporate balance sheet, you present a clean, risk-free package to prospective buyers. This prevents eleventh-hour renegotiations and ensures your IP is valued as a durable corporate asset rather than an operational risk.