My partner and I started a company a few years ago. It is ASIC registered. One of the assets is an IP created by my partner. In the course of our company, we managed to found a start-up with 2 other individuals. The start-up company is based overseas. To generate investment, we were persuaded to transfer ownership of the IP to the new start-up as our contribution to the new start-up. There was also a legal agreement between the 3 original founders that we would be compensated for the transfer when the start-up gets sold as the start-up then didn't have the funds. Well, the start-up got sold and cheques started to be distributed to the shareholders and one of the co-founders of the start-up refuses to honor his side of the agreement. We are now looking at legal avenues to pursue this claim. Since I don't want to be involved in the legal proceedings, my partner and I agreed that he would be pursuing it. We have also decided to close down our own company. Questions: There are only 2 company directors in the company, my partner and I. What is the best way to allow my partner to pursue the case against the start-up co-founder under commercial law before we deregister our Australian company? Can a legal document transferring rights be enough? Or can the company sell its assets to my partner prior to deregistration so he now owns the IP rights?