# VDP-23: VitaDAO IP holding company **URL:** \ **Category:** Passed Proposals\ **Created:** [January 18, 2022, 2:54am UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510 "2022-01-18T02:54:41Z")\ **Posts on this page:** 7\ **Page:** 1
**Author:** ![Jesse](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/jesse/32/656_2.png) [@Jesse](https://gov.vitadao.com/u/Jesse)\ **Post date:** [January 18, 2022, 2:54am UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/1 "2022-01-18T02:54:41Z")
This is a proposal to form an IP holding company for VitaDAO. # Motivation There are two reasons to form an IP holding company for VitaDAO: 1. To hold existing soft IP (copyrights, logo trademarks and word marks) related to VitaDAO 2. To hold future hard IP (patents) related to VitaDAO # Specification _Project Lead_ Savva, Jesse _Team_ Legal working group The IP holding company is intended to hold only that which cannot yet be held in IP NFTs. The potential advantages of forming an IP holding for VitaDAO company are: 1. Stronger legal protection for VitaDAO’s IP in general. 2. For soft IP: provides an entity with which VitaDAO can more easily (i) litigate against IP appropriators, e.g. someone who spins up an unauthorized VitaDAO merchandise store or otherwise uses VitaDAO works, logo, and name for unathorized commercial gain and (ii) license the soft IP for commercial use. 3. For hard IP: an entity prepared to assign patents when patents arise from VitaDAO-funded projects; an entity to fundraise into from traditional investors interested in IP only; an entity for patent licensing royalties; an entity with which VitaDAO can defensively litigate against entities that might try to attack VitaDAO with their own patents. The potential disadvantages of forming an IP holding company for VitaDAO company are: 1. An off-chain solution shifts focus from designing for on-chain IP holding solutions, e.g. IP NFTs. 2. Administrative overhead from forming ($3,000-100,000+) and maintaining the company (from $1,000 to $10,000 p/a), depending on the jurisdiction, is significant and the hard IP will take time to generate. Our preference would be to first form and maintain in a cost-effective and flexible jurisdiction then move to a new jurisdiction if and when needed. While hard IP can be sexy and very valuable, soft IP should not be overlooked. Our resident IP lawyer Savva wrote in the legal working group channel, “If your value is in your network, you need a way to shut down scammers and others trying to imply sponsorship / association when they don’t have it (e.g. posting VitaDAO name or logo on their website).” Finally, the concept of using IP holding companies is not new to web3. For example, Uniswap uses Universal Navigation Inc. (which also holds the IP to most of its code) to hold its trademarks. # Implementation The legal working group will evaluate and decide on a jurisdiction and form of entity. _Timeline_ 2-4 weeks _Sucess Metrics_ Success = holding company formed + IP assigned to HoldCo _Poll ([view on site](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/1))_ ---
**Author:** ![longevion](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/longevion/32/675_2.png) [@longevion](https://gov.vitadao.com/u/longevion)\ **Post date:** [January 18, 2022, 4:44am UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/2 "2022-01-18T04:44:54Z")
I’m excited! Thank you @Jesse and @Savva! ---
**Author:** ![Brent](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/brent/32/97_2.png) [@Brent](https://gov.vitadao.com/u/Brent)\ **Post date:** [January 20, 2022, 8:51pm UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/3 "2022-01-20T20:51:12Z")
Has the IP that cannot be kept on chain in an nft been identified? What would the formal relationship between the DAO and off-chain holding company look like? Have any jurisdictions been proposed for the holding company? If/when all IP can be stored in NFTs would the holding company dissolve back into the DAO? Timeframe, cost and responsible party notwithstanding, would this work as a smart contract execution? ---
**Author:** ![Jesse](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/jesse/32/656_2.png) [@Jesse](https://gov.vitadao.com/u/Jesse)\ **Post date:** [January 27, 2022, 10:21pm UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/4 "2022-01-27T22:21:34Z")
**Has the IP that cannot be kept on chain in an nft been identified?** Yes: soft IP such as trademarks on the logo, name, and ticker & future hard IP such as patents **What would the formal relationship between the DAO and off-chain holding company look like?** The HoldCo would be directed by agents appointed by the DAO and bound to the DAO via their agency agreements. **Have any jurisdictions been proposed for the holding company?** St. Kitts & Nevis because (a) low costs and (b) existing connections to service providers. or Switzerland because (a) crypto friendly (b) strong ethos. **If/when all IP can be stored in NFTs would the holding company dissolve back into the DAO? Timeframe, cost and responsible party notwithstanding, would this work as a smart contract execution?** Yes, that would be awesome and the ideal end result. At that time, the HoldCo would assign all its IP into NFTs and transfer those to the DAO. The execution of those transactions would have to be hybrid legal contract + smart contract actions similar to the creation of the IP NFT. ---
**Author:** ![Jesse](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/jesse/32/656_2.png) [@Jesse](https://gov.vitadao.com/u/Jesse)\ **Post date:** [January 30, 2022, 5:57pm UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/5 "2022-01-30T17:57:34Z")
Poll added to original post ---
**Author:** ![VitaDAO](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/vitadao/32/9_2.png) [@VitaDAO](https://gov.vitadao.com/u/VitaDAO)\ **Post date:** [February 11, 2022, 10:18pm UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/6 "2022-02-11T22:18:10Z")
This proposal is now [live on Snapshot](https://snapshot.org/#/vote.vitadao.eth/proposal/0x9844ee2977f853b609d7227c71c8c2766cd485d43d22fc0de1d8299a803485ab). ---
**Author:** ![VitaDAO](https://dub1.discourse-cdn.com/flex017/user_avatar/gov.vitadao.com/vitadao/32/9_2.png) [@VitaDAO](https://gov.vitadao.com/u/VitaDAO)\ **Post date:** [February 11, 2022, 10:18pm UTC](https://gov.vitadao.com/t/vdp-23-vitadao-ip-holding-company/510/7 "2022-02-11T22:18:45Z")
Closed on February 11, 2022, 10:18pm UTC