In a startup, a very significant part of the project's value is usually concentrated in its intangible assets. Software, developed technology, algorithms, databases, interfaces, branding, designs, digital content, or internal know-how often constitute the main support of the business, condition its scalability, and occupy a central position in any investment, financing, or transfer process. The better defined its legal status, the greater the solidity of the project and the better the company's position to exploit, defend and enhance the value of those assets. From this perspective, the shareholders' agreement fulfills an essential function. Along with regulating the relationship between founders, decision-making, and exit mechanisms, this document allows for organizing how intangible assets are incorporated into the project, who should hold ownership, how they are protected, and what happens to them in situations that are especially sensitive for the life of the startup. When these issues are properly resolved from the outset, the legal security of the project is strengthened, the risk of conflict between partners is reduced, and the entry of third parties interested in financing or acquiring the company is facilitated. Therefore, in startups whose value depends, in whole or in part, on intellectual or industrial property assets, it is advisable that the shareholders' agreement incorporate certain specific provisions. Among them, there are five clauses that are particularly relevant. https://www.youtube.com/watch?v=MtMJBC6Psco 1. Clause for the transfer of intangible assets to the company One of the first issues that should be resolved is what pre-existing intangible assets each partner contributes to the project and under what terms the company may use or exploit them. In practice, it is common for one or more founders to have previously developed software, prototypes, designs, trademarks, technical documentation, content or databases that end up being integrated into the startup's activity. If these assets are going to sustain the business, the shareholders' agreement should identify this circumstance and provide for the obligation to properly formalize their transfer, license or conveyance in favor of the company, with the necessary precision regarding its purpose and scope. The absence of this provision may leave the company exploiting an essential asset without a sufficiently clear legal title, which weakens its position, complicates investment processes, and may allow the founding partner to condition or dispute its future use. 2. Registration Adaptation Clause for Trademarks, Designs and Patents When the project uses industrial property assets that can be registered, especially trademarks, designs or patents, it is advisable that the shareholders' agreement expressly provide for the obligation to take the necessary actions to ensure that the registered ownership is correctly reflected in favor of the company, provided that this is the legal structure agreed for its exploitation. This issue has immediate practical relevance, since investors, financiers, potential acquirers or strategic partners usually carefully review the registration status of the assets that support the business. If the startup exploits a brand, design or patent whose registered ownership is in the name of a partner or a third party, a discrepancy arises between the economic reality of the project and its formal legal support. This situation can affect the asset's soundness, increase the perceived risk in due diligence, and hinder investment, financing, or transfer operations. 3. Know-how and trade secret protection clause In many startups, a very valuable part of the project lies in technical, commercial or organizational knowledge generated and accumulated internally. Procedures, functional architecture, development methodologies, strategic information, product plans, operating parameters, customer information, or internal operating criteria may have considerable competitive value and, in certain cases, meet the requirements for protection as a trade secret. Therefore, it is especially advisable that the shareholders' agreement include a specific clause aimed at strengthening the protection of this information, not only through clear confidentiality obligations and limits on access and use, but also by providing for the implementation of internal measures to protect trade secrets that allow the identification, organization and preservation of the startup's strategic information. The omission of this provision generates a relevant risk for society, since the uncontrolled circulation of critical knowledge among partners, former partners or collaborators can affect its reserve, weaken its exclusive use and hinder its subsequent protection. 4. Clause on intangible assets in case of departure of a partner The departure of a partner is one of the most sensitive scenarios in a startup, especially when said partner has participated significantly in the development of the technology, content or other distinctive elements of the project. Therefore, the shareholders' agreement should expressly stipulate that the intangible assets incorporated into the business, as well as the exploitation rights necessary for its continuity, remain within the sphere of the company in accordance with the ownership or transfer regime previously agreed. It is also advisable to clearly regulate the limitations applicable to the outgoing partner in relation to the use, reuse or exploitation of developments already integrated into the business project. Failure to include this clause may give rise to claims regarding software, interfaces, creative materials, or technical solutions developed during the life of the project, with the consequent impact on the company's operational continuity and its ability to close corporate transactions at particularly critical times. 5. Assignment of rights clause in developments carried out by third parties From early stages, many startups resort to freelance developers, design studios, agencies, technology consultants or other external collaborators to advance in the construction of the product or in the visual and functional identity of the project. For this reason, the shareholders' agreement should expressly stipulate that any development commissioned by the company must be accompanied by the corresponding transfer or assignment of intellectual or industrial property rights in favor of the startup, in terms appropriate to the nature and scope of the commission. The absence of this foresight usually results in...Read more