Owning your intellectual property: paying for work is not owning it
Ask a founder whether the company owns its logo, its website and its product, and the answer is almost always yes, followed by a reason: we paid for them. Payment settles an invoice. By itself, it does not move ownership of anything.
The starting position in the United Kingdom is that the person who creates a work owns the rights in it. There is an important exception for employees, dealt with below. Outside it, the designer, the developer, the photographer or the agency begins as the owner of what they made. Whether paying them also makes you an owner depends on what was written down.
In ordinary trading nobody tests this. The website works, the logo is on the packaging, no one is arguing. The assumption goes unchallenged for years and hardens into fact inside the business. Then something happens that requires it to be proved, and it emerges that nobody ever did.
Employees, and everybody else
Work created by an employee in the course of their employment generally belongs to the employer without anything further being signed. That rule does a great deal of quiet work, and it is why businesses with proper employment contracts have fewer difficulties than their record-keeping deserves.
It has two edges. The first is the phrase “in the course of employment”. An engineer employed to build the platform who writes a separate tool at a weekend may sit outside it. The second is that the rule does not reach anyone who is not an employee. Consultants, contractors, agencies, and the friend who drew the first logo for equity are on the other side of that line, whatever the working relationship felt like day to day.
For those people, ownership normally moves only by a written assignment signed by the creator. An email saying it is all yours, a generous fee, or years of untroubled use may give a business something to argue about; none of them reliably transfers the right itself.
Where the gap usually hides
Ownership problems cluster in the same few places, and they attach to the earliest and cheapest work the business ever commissioned.
- The founding brand work. The logo, the typography, the first website, usually done on a short statement of work with no assignment clause. Or with one granting a licence to use the work rather than transferring the right in it.
- Rights that transfer only on payment in full. Agency terms commonly make the assignment conditional on every invoice being settled. That is unremarkable until a project goes badly: the business withholds the final payment because the work was poor, and so keeps itself outside ownership of the thing it is complaining about.
- Contract-built product. Outside developers frequently reserve ownership of underlying frameworks and reusable components in their standard terms, which is legitimate and entirely capable of ambushing you later.
- Work that predates the company. Anything created before incorporation belongs to the individuals who made it; the company did not exist to own it. Rights do not migrate into a company because the person holding them later becomes its director.
- Licensed material treated as owned. Stock photography, typefaces and music arrive under a licence with a defined scope and sometimes a term. Images outlive the licence that permitted them, and are rarely withdrawn when it ends because nobody still in the business knows of it.
These are what happens when a business moves quickly, at the point when paperwork feels like the least valuable thing anybody could be doing.
The moment somebody asks
Three events force the question, and each arrives when there is least room to negotiate. The first is investment: investors expect the company to warrant that it owns what it says it owns, and their advisers ask to see the documents. The second is sale, where the enquiry is more forensic and an unresolved gap tends to become a retention, a price adjustment or a delay.
The third is a dispute. You move to stop somebody copying your work and find you may not be the person entitled to complain, because the right sits with a contractor you have not spoken to in years. Where urgent relief is sought, a court in England and Wales will want ownership demonstrated rather than asserted, and that is not assembled overnight.
There is a quieter version that never reaches a courtroom. Marketplaces and their brand protection programmes generally expect the rights behind a selling account to be held by, or licensed to, the business operating it. A mark left in a founder's personal name can obstruct a removal on the day the removal is needed.
A gap found under scrutiny gives the other side a reason to reprice, and the person whose signature is now needed can see precisely why it is wanted.
What a defensible position looks like
The objective is an unbroken chain of title: for every asset the business relies on, a document showing how the right travelled from the person who made it to the company now using it.
In practice that means a short written assignment from each external creator, signed, covering the work as delivered rather than as originally scoped: the later revisions, the extra assets, the files sent over after the project formally closed. Moral rights need dealing with separately, because a creator's personal rights to be identified as author and to object to derogatory treatment do not pass with the copyright, and are usually addressed by a written waiver. Where a right is registered, transfers are worth recording promptly, since delay can affect what a business recovers if it later has to enforce.
Two further things sit outside the paperwork itself. One is knowing what third-party and open source components sit inside the product and on what terms, because owning the code you commissioned is not the same as being free to exploit everything the product contains. The other is knowing where the documents are. An assignment held in a departed employee's mailbox, or in an archive belonging to an agency that has since closed, is of limited use on the day somebody asks to see it.
Where an assignment cannot be obtained, a licence may serve for some purposes. A licence can be limited in scope, capable of termination, and awkward to pass to a buyer, which is what makes an acquirer uneasy.
What is not worth doing
Not every gap deserves attention, and treating this as a hunt for every scrap of copyright the company has touched is how sensible housekeeping becomes expensive.
A brochure image from a discontinued campaign, a page replaced two redesigns ago, or work by a supplier since dissolved with nobody left to sign. These are usually not worth chasing. What matters is whether the asset is one the business depends on, or one an investor or buyer will ask about.
Chasing has a cost of its own. Approaching a former supplier tells them they hold something worth having, and a creator who had never given the matter a thought may reasonably conclude a fee attaches to it. Where the missing assignment concerns work already superseded and no raise or sale is in view, tidying history is not obviously a better use of money than the business itself.
Approaching a former contractor for a signature once a transaction is under way, and explaining why it is needed. You have told someone with no remaining relationship with you that their signature sits on the critical path of a deal. What would have been a favour becomes a negotiation, priced by your timetable rather than by the work.
This guide is general information about how these matters usually run. It is not advice, and nothing becomes advice until terms are agreed in writing. Brandleys Legal Ltd delivers reserved legal activities alongside regulated partners.