Founder IP: move the pre-company work into the company
A company does not automatically own everything its founders created before incorporation. Identify the code, designs, content and inventions the business needs, then document the relevant rights. Employment rules do not retrospectively solve every ownership gap.
Build an inventory of the real assets
List repositories, prototypes, designs, domain names, written content, datasets and registered rights. Record who created each asset, when, under what employment or consultancy arrangement and with which third-party materials. Work produced for a previous employer or university can require particular care.
Under UK copyright law, the first owner is generally the author, subject to exceptions such as qualifying employee-created work. A founder's pre-incorporation work is not automatically work created in the course of employment by the new company. Other rights, including patents, have their own rules.
Choose the right transfer and carve-outs
A copyright assignment must meet the statutory requirements, including writing signed by or on behalf of the assignor. Define the rights and works covered, any future rights, consideration and further assistance. Moral rights are distinct from ownership and require separate treatment where relevant.
Example: A founder brings an existing analytics library that they also use in another legitimate business. The new company may need an appropriately broad licence rather than ownership of every background tool. Define the boundary and ensure the company can maintain, commercialise and transfer its product as intended.
Check the chain before investment
An investor or buyer will want evidence that the company can use and exploit its core assets. A founder assurance in a pitch deck is weaker than a clear signed agreement supported by the underlying records. Verify contractor and collaborator contributions as well as the founders' own work.
Obtain tax advice where valuable IP is transferred, exchanged for shares or moved between connected parties. Valuation and tax treatment can be significant even if no cash changes hands. Update relevant registers where required and preserve the completed documents. This guide concerns England and Wales; foreign rights or creators may require additional formalities.
Your next steps
- Inventory assets, creators, dates and any earlier employment or university obligations.
- Document an assignment or licence that matches the company's actual needs.
- Check tax, third-party rights and registration steps before fundraising diligence begins.
Sources and scope
General legal information. The contract, applicable jurisdiction and particular facts can change the outcome. This guide does not replace advice on your individual circumstances.