What happens to intellectual property owned by a corporation that has been dissolved and not revived?
Intellectual property, such as a registered trademark, a copyright, or a patent held by the corporation, is corporate property just like any tangible asset, so if it wasn't assigned, sold, or otherwise transferred before dissolution, it's treated the same way as other leftover corporate property: under the Forfeited Corporate Property Act, it generally becomes forfeited to the Crown along with anything else the corporation left behind unresolved.
This is a real practical risk for businesses whose most valuable asset is a brand, a piece of software, or another intangible right rather than physical property, since it's easy to focus on winding up bank accounts and physical assets while overlooking intellectual property sitting in the corporation's name. Once forfeited, recovering it, or confirming clean title to transfer it to someone else, typically means reviving the corporation, where that's still available, before it can be properly assigned.
If a corporation is being wound down and it owns any registered or unregistered intellectual property, that should be specifically addressed and formally transferred before the articles of dissolution are filed, rather than assumed to sort itself out afterward.
Key takeaways
- Intellectual property is corporate property and can be forfeited to the Crown like any other leftover asset.
- This risk is often overlooked compared to bank accounts and physical property during a wind-up.
- Recovering or properly transferring forfeited IP generally requires reviving the corporation first.
- Assign or transfer valuable IP before filing articles of dissolution, not after.