I understand it's unlikely many (or any) users on this forum are attorneys so I'm not necessarily looking for a definitive answer, just some feedback since it's likely other folks have run into a similar situation.
 
Several years ago (back in 2003) I was in a band, and we recorded an album.  The band had an LLC that owned the copyright for the album itself (sound recording), but we each registered copyrights for the individual songs we wrote.  Some of them were collaborations (two or more registered as authors) and some had sole authorship.  In my case, I was the sole copyright owner for the music/lyrics of four of the album's songs.  (Although it must be said that while I wrote the lyrics, the chord progression and general song structure, the bass player came up with the bass line, the drummer put together a drum part that complimented what we were doing, and the lead guitarist improvised the solos, etc.)
 
As I understand it, I'm the author/owner of the songs, but the band is the author/owner of the recordings of the songs. Meaning, if any of those recordings were in a position to receive royalties, all four of us would be entitled to a cut.  However, the LLC (band) no longer exists.
 
I'm working on an album, and I'd like to include two of the songs I wrote for that album. Since I'm the author of those songs but technically not the author of the existing recording of those songs, I plan to re-record and mix them for my album, whereby I'm the only performer on the songs.
 
This is partially because I'm not interested in dealing with any sort of profit sharing arguments should these songs ever make earnings via digital distribution etc., but also because I'd like to make some changes to the arrangements.
 
Does anyone see any potential legal issues if I were to do this? What if I were to replicate the bass, drum and guitar solos found on the existing sound recording? I didn't technically write those parts (although I did guide them when we rehearsed), but I do have authorship of the song...
 
And although my initial intent is to do everything myself, I've considered bringing in someone from the band to lay down some tracks just in case I can't get my performance up to par (our lead guitarist is a heckuva lot better than I am), but then I'd obviously need to include him in royalties, etc. Or at least I believe I should include him, as it would be the same as if our existing recordings were to make any money. 
 
Of course I'm being really optimistic in thinking that any content from this album will generate any income, but better safe than sorry. That's the reason we copyrighted our music to begin with, and why I will be copyrighting the new album as well.
 
Any thoughts/feedback would be appreciated!

Arrangements (per se) are not part of the song ownership rights. Never have been never will. You own the lyric/melody.
 
No one today has to ask Carol Kaye for permission to use a bass line of hers that she put on any recording, regardless of who wrote it. You do not need to ask Ringo if you can use his drum pattern.
 
After all that said, your former band members could conceivably make a fuss (as is popular today) saying that what they played was integral to the song, but your copyright would most likely win the case as the backing arrangements (again)  were not given "credit" in the song copyright.
 
JMO.

I am not a lawyer:
 
You have clear rights to the parts you actually wrote yourself as the author, unless you were working under a contract  that stipulated that your work was considered a "work for hire" done on behalf of the LLC. The musical parts (not the sounds) that were rendered to permanent form by the recording would normally be the property of the individual authors. That would either be you or the other band members or both sharing if anyone can consider the development of the part to have been a collaboration. If the band (LLC) registered the recording as both a recording and a musical work when the original registration was accepted, then there is prima facie evidence that the work you contributed belongs to the LLC. The separate registration as a musical work provides you with the same prima facie evidence of individual ownership, and the issue would have to be decided in court or by negotiation. If the band, as you indicate, only registered the recording (sounds) itself, you are in a strong position to claim your own individual work, and it would not ever be likely to be challenged. If you intend to reproduce musical material sufficiently similar to that actually invented by the guitarist that it can be considered copying, then you have the legal and moral obligation to get the author to license or release the rights of that portion of your final arrangement.
 
The demise of the LLC does not transfer the copyrights it owns to the public domain. What the correct division of the copyrights it owns may be between the band members, creditors etc. would have to be sorted out. If the LLC was properly closed, the debts should have been paid and the assets distributed to the owners. The distribution of the copyrights (assets of the LLC) would normally follow the same procedure as the distribution at closure, going to the owners in like proportion or to their estates. If the original band recording was ever published, then you can get a compulsory license to record a cover of the musical material embodied in the recording (including any derivative work/arrangement based on that recording) without even needing to contact the authors, by paying the statutory licensing fee. You and the other authors gave up their right to negotiate additional compensation for covers in sound recordings of your musical compositions when you consented to the publication. Publication in this sense is very broad, meaning basically that it was made available in any reproduced form (CD, digital download, etc.) to the general public. Performance live in a venue where recording is not permitted or distribution of a few copies to select individuals (such as demos submitted to publishers etc.) would not constitute publication. The compulsory license might be the cleanest solution, and would only need to be paid if your recording is actually distributed, but will require you to keep records of the number of copies distributed (downloaded) and regular payments need to be made to the authors or the band. Division of that payment between the various authors if there are more than one is somewhat of a problem unless there was a clear agreement under the LLC. A lump sum payment to the actual authors for a license for unlimited use may be simpler, and a negotiated license with those authors possibly cheaper. 

bapu
Arrangements (per se) are not part of the song ownership rights. Never have been never will. You own the lyric/melody.
 
No one today has to ask Carol Kaye for permission to use a bass line of hers that she put on any recording, regardless of who wrote it. You do not need to ask Ringo if you can use his drum pattern.
 
After all that said, your former band members could conceivably make a fuss (as is popular today) saying that what they played was integral to the song, but your copyright would most likely win the case as the backing arrangements (again)  were not given "credit" in the song copyright.
 
JMO.

Arrangements and other derivative works are protected by their own copyright. If I make an arrangement of Beautiful Dreamer (1864) that is clearly a song in the public domain, my original 2015 piano part is under a copyright that will not expire until 75 years after my death. My tambourine part is equally protected, although it might be difficult to prove that it is sufficiently distinct from a gazillion other similar arrangements so that your tambourine part that sounds like it resulted from illegal copying. 
 
You are correct that a derivative work does not give one any rights to the original work from which it is derived, but that only means that:
1. the creator of a derivative work must clear/license the copyright owned by the original work's author
2. the original work's author has no rights in the parts of the derivative work that he did not create himself
3. derivative works have at least two separate authors who must be dealt with, or at least two separate copyrights in the case in which the original author also creates the derivatie
 
 

Slart,
 
You've made my head spin as I thought the OP was only talking about re-recording the songs where he was the ONLY registered author.
 
I don't think I have to pay anything to the estate of George Harrison if I record a copy Drive My Car even given that I might play his opening guitar lick note for note. That seems like a proper analogy for what the OP is on about.
 

Thanks for the feedback.  To clarify a bit:
 
I'm registered with the US Copyright office as the sole author of the two songs in question, and it was not registered as a work for hire.
 
On the physical CD itself, the album copyright shows the dissolved LLC.
 
ASCAP lists me as the writer of the songs, and the dissolved LCC as the Publisher/Administrator, which as far as I can tell just means that were royalties earned for the music on our album, the LLC would collect the royalties and distribute them to the band (the four band members were the owners/operators of the LLC), 25% each (as designated by our LLC articles).
 
Because I liked what the lead guitarist did, I would make an attempt to replicate his solos if I'm physically capable of doing so.  So according to the publishing rights (ASCAP) the lead guitar player is entitled to a 25% share of any royalties earned from that particular recording. But that's just for ASCAP/publishing and not the actual copyright ownership, and wouldn't necessarily apply to a new recording of the material.
 
It's a bit of a tricky situation from a moral standpoint. Technically I didn't write the guitar solo, drum part, etc. but I did steer the arrangement and "approve" what the other guys came up with, which is why I registered as the sole author for the copyright. In much the same way, I came up with a lead guitar part for a song written by another band member, and I did not claim any copyright authorship on that particular song.
 
So essentially - as is probably almost always the case - the entire band made unique contributions to each song/recording, but the person/persons who came up with the lyrics, melody, basic song structure were listed as authors. The person/people who brought the song to the table got the copyright authorship, regardless of what suggestions/improvisations other people brought to the table while fleshing out the song.
 
We had all agreed that those of us who wrote the songs would retain the rights to the songs, but if our album sold, we'd all get an equal cut. So essentially we did it that way specifically for this reason: so that each author could do whatever they wanted with the song, but if our recording/performance of the song as a group ever went anywhere, we'd all stand to benefit. 

bapu
Slart,
 
You've made my head spin as I thought the OP was only talking about re-recording the songs where he was the ONLY registered author.
 
 

This is correct. There were a number of collaborations on the album whereby at least two people claimed authorship on the copyright.  I'm not looking to re-record any of those songs, even if I was one of the collaborating authors; I'm only looking to re-record/mix/distribute songs in which I was the sole author.

Collaboration is a sticky issue. It is standard practice in the literature publishing business for the publishing house to assign an "editor" to ready a manuscript for publication. Almost invariably that editor does a great deal more than just make sure the grammar is correct, and in some famous cases, the authors have acknowledged that without the editor suggesting massive revisions in great detail the book would not have turned out at all like it did. Such "editorial" assistance does not result in the editor claiming any moral or legal ownership of the work. Admittedly the editor's work may be considered work for hire by the publisher who benefits financially from the publication, but the publisher does not claim ownership in the author's copyright in this event either.
 
So if your contribution to the guitarist's part consisted of just making suggestions, and you did not have a clear (preferably written) agreement that you were a co-author, and no one registered the copyright to the notes of the music (not the recording of sound of the actual performance in the studio) that he put together is assumed to belong to the guitarist. If your performance copies his guitar part so that it sounds like his guitar part to any significant degree, you are infringing his copyright. If you think that your suggestions were so material and specific to the composition of his part that you should be considered the sole author of the guitar part, then you are going to have to prove it or get a license from him to do a cover of his part. It appears that at best you are a co-author, and all you can do by claiming that is to reduce the fee you have to pay for the use of his (his and your?) composition by one half. You can compose a new arrangement that does not copy the parts in which any other band member can be considered an author without any permission from anyone so long as it has not been exclusively licensed to someone else.
 
The issue with ASCAP/performance rights only applies to a per play fee for the original recording. If your agreement with the LLC was that you granted a non-exclusive license of your individual author's rights to the LLC for the purposes of a recording and that all revenue from author's rights (not recording rights) for anything recorded by the band was to be divided giving you 25%, then it looks like you agreed to share your money with the band in consideration of their assistance with making the recording. In that case if  the only public play that album gets is of a single song for which you are the sole author, the other band members will share in the income from your composition rights but will not have any say in how you use your copyright. You keep the composition copyright but share the income that derives from it. If your agreement with the LLC licensed the composition rights to the LLC exclusively or gave the band a share or ownership in the composition rights of anything the band recorded then you may have given the composition rights of your songs to the LLC. Then depending on the wording of the agreement, you may have to pay the LLC just to use your own song in your own arrangement in your new original recording.
 
There is a fine distinction between a "work for hire" in which the actual author never acquires the copyright, which goes to his employer instead, and an assignment or transfer of copyright in which the author exclusively and unconditionally transfers his rights to someone else. In neither case is the author permitted to use his own work in the future without the permission of the new owner. Assignment allows the author to revoke in 35 years and regain his copyright. An exclusive license gives the licensee sole use of the licensed right under the terms of the license, and prevents anyone else (sometimes including the author himself) to exercise those rights. The author is always forbidden to sell to anyone else the exclusive license he has already sold, by the nature of the licensing contract. 

slartabartfast
 
So if your contribution to the guitarist's part consisted of just making suggestions, and you did not have a clear (preferably written) agreement that you were a co-author, and no one registered the copyright to the notes of the music (not the recording of sound of the actual performance in the studio) that he put together is assumed to belong to the guitarist. If your performance copies his guitar part so that it sounds like his guitar part to any significant degree, you are infringing his copyright. 
 

I don't understand.  I have sole copyright ownership of the song in question.  How would I be infringing upon his copyright if mine is the only one registered as the copyright owner? Are you referring to his rights as a performer on the sound recording of the album, to which the dissolved LLC has publishing rights?
 
 

streckfus

slartabartfast
 
So if your contribution to the guitarist's part consisted of just making suggestions, and you did not have a clear (preferably written) agreement that you were a co-author, and no one registered the copyright to the notes of the music (not the recording of sound of the actual performance in the studio) that he put together is assumed to belong to the guitarist. If your performance copies his guitar part so that it sounds like his guitar part to any significant degree, you are infringing his copyright. 
 

I don't understand.  I have sole copyright ownership of the song in question.  How would I be infringing upon his copyright if mine is the only one registered as the copyright owner? Are you referring to his rights as a performer on the sound recording of the album, to which the dissolved LLC has publishing rights?
 
 

Whoaa...
One of us clearly does not understand.
 
You own the composition rights to the original song. That part of the original song that could be notated as the top line i.e. the melody, and any lyrics that you wrote as the creator would be yours. The guitarist could not perform your song without your permission. But I think you said that you did not write the exact actual notes that the guitarist performed in the arrangement that was recorded. Absent some sort of agreement in which the guitarist was working for you personally (not the band) under a contract which included the exact phrase "work for hire," you do not own the composition rights to the guitar part that was recorded with the band. If you were technically proficient you could play just the guitar part, without singing, and without any other instruments so it can be distinguished as a separate composition. It may be based on your melody, it may even use the same basic topline and be easily recognized as a version of your song when played by itself. Nonetheless you did not write it. It is a "derivative work"  based on your song, just as my piano part in the hypothetical above is a derivative work of Stephen Foster's song. It obtained its own copyright as soon as it was recorded, and the guitarist who invented it owns the guitar part composition copyright, the exact same right for his creation as the one that you registered at the copyright office for yours. The fact that no one registered the copyright to the guitar part does not mean that it is not copyrighted. Registration does not create copyright, it just makes enforcement easier. A creative work is protected by copyright as soon as it is fixed in tangible form. If I were to write you an email, I would own the copyright to the content of that email. If I doodle on a napkin, I own the copyright to that drawing. The copyright office does not grant a copyright, it just registers it.
 
This is not just a US copyright law issue, any country subscribing to the Berne Convention on copyright acknowledges that:
"Article 5 (2) The enjoyment and the exercise of these rights shall not be subject to any formality; such enjoyment
and such exercise shall be independent of the existence of protection in the country of origin of the work." In other words countries within the convention cannot require that a copyright be registered, that any copyright mark or notice be attached etc. before they will recognize the author's copyright. Nor can they require that the work be created in a particular country in order to qualify for copyright protection. What they can do is to set requirements that must be met in order to enforce the natural copyright that vests as soon as the creation is fixed in some tangible form (notated, recorded etc.), In the US there is a requirement that a copyright must be registered before a Federal court will hear a case claiming that it has been infringed, but the existence of that copyright is not dependent on registration. And the creator or owner of the work can register the copyright at any time prior to commencing an infringement lawsuit. Some countries, like Australia have no method in law to register a copyright at all.