Founders assigning intellectual property to the company

Founders assigning intellectual property to the company: the operational 2026 guide

Under French law, a startup does not automatically own code, designs, patents, trademarks, databases or other creations produced by its founders before or after registration. Except for specific employee cases, the transfer must be formalised in writing, under precise conditions, and often registered to be enforceable against third parties. Otherwise, use by the company may constitute civil and criminal infringement.

1) What the law says: a clear summary

Copyright (works, code, designs and content)

• Writing required: assignment of economic rights requires a written agreement specifying each assigned right (reproduction, public performance/communication and adaptation), territory, duration and forms of exploitation (Code de la propriété intellectuelle — CPI, art. L.131-1 and L.131-3; Legifrance; summary on Entreprendre.Service-Public.fr).
• No blanket assignment of future works: invalid under French law; assignment must be renewed/extended by amendment for future creations (CPI art. L.131-1; Legifrance).
• Remuneration: in principle proportionate to exploitation revenue, subject to statutory exceptions (notably software) where a lump sum is allowed if justified (CPI art. L.131-4; Service-Public Pro).
• Employee-created software: economic rights in software created by an employee in the course of their duties vest in the employer (CPI art. L.113-9; Legifrance). Important: a founder who is not an employee does not fall within this regime.

Industrial property (patents, trademarks and designs)

• Patents: assignment/licence in writing; enforceability against third parties after entry in the national register through INPI (CPI art. L.613-8 et seq.; INPI and Legifrance).
• Trademarks: assignment in writing; enforceability after entry in the national trademark register through INPI (CPI art. L.716-7; INPI; Legifrance). For an EU trademark, registration with EUIPO under Regulation (EU) 2017/1001 (EUR-Lex).
• Designs: the same approach — writing + entry in the national designs register for enforceability (CPI, Book V; INPI).

Databases and personal data

• Database producer’s sui generis right: protectable where there is substantial investment (CPI art. L.341-1 et seq.; Legifrance). Written assignment with a precise description of content, exploitation scope and updates.
• If the database contains personal data, the assignment must comply with the GDPR: legal basis, information to individuals, records of processing activities, updated information notices and processor safeguards (arts. 5, 6, 13-28 GDPR — EUR-Lex; good practices from the CNIL; guidelines from the EDPB).

Beware of free assignments

An IP assignment for no consideration may be reclassified as a gift, subject to the formalities of article 931 of the Code civil (notarial deed), with a risk of invalidity if these formalities are not respected (a trend confirmed by recent case law; Legifrance). Prefer a genuine, meaningful and justified price, even if modest.

2) Practical risks without an assignment

• Legal inability to exploit: downloading, commercialisation and fundraising blocked by the absence of a chain of title.
• Infringement: civil and criminal proceedings depending on the rights involved (CPI, Books I and VII; Legifrance; general information on Justice.fr).
• M&A due diligence: valuation discount, conditions precedent or investor withdrawal if IP titles are not in the company’s name (BPI France).

3) Operational 30-day checklist

Days 1–7: map and audit

• Inventory all creations and IP assets: code (deposits, Git repositories), mock-ups, logos, names, algorithms, datasets, patents/applications and domain names.
• Identify the original author/owner and date: founder, freelancer, employee, service provider or former shareholder.
• Check open-source licences and third-party assets (fonts, images and AI models) and their obligations.

Days 8–20: put agreements in place

• Draft an assignment agreement per asset or bundle, specifying: works/assets, assigned rights, duration, territory (worldwide), forms of exploitation, exclusivity, effective date, warranties and price/payment terms (CPI art. L.131-3; Service-Public Pro).
• Include commitments not to exercise moral rights within permitted limits (author credit, respect for the integrity of sensitive works).
• Provide for a reciprocal transitional licence if necessary (e.g. a limited licence back to the founder for a portfolio or R&D).
• For a contribution in kind to capital: use a contributions auditor where required and comply with contribution formalities (see company formation/capital increase rules — Service Public Pro).

Days 21–30: enforceability, compliance and evidence

• Register assignments with INPI for patents, trademarks and designs. For EU titles, register with EUIPO in accordance with Regulation (EU) 2017/1001 (INPI; EUR-Lex).
• Update whois/registrar details for domain names and publisher accounts (stores/app marketplaces).
• For databases containing personal data: update the privacy policy, inform individuals, update Article 30 records, enter into/update DPAs and assess transfers outside the EU (GDPR on EUR-Lex; recommendations from the CNIL; guidelines from the EDPB).
• Retain evidence: qualified electronic signatures, timestamps, deposits and version logs.

Need support and tailored templates? Discover our bespoke services and founder contract packages: Explore AI and law resources. For more on GDPR and IP, also see our analyses: Read our articles on GDPR and intellectual property. Looking for quick answers? Browse our Explore blog resources.

4) Essential clauses to include: practical examples

• Purpose and scope: detailed description of assigned assets (deposit identifiers, repository hash, INPI numbers, screenshots and technical schedules).
• Assigned rights: reproduction, public performance/communication, adaptation, translation, distribution, online availability, rental/lending, and all forms of exploitation known or unknown at the signing date within the defined business area.
• Territory/duration: worldwide; statutory term of rights or a fixed duration depending on the asset; watch trademark/design renewals.
• Remuneration: realistic lump-sum price or proportional royalties; audit clauses; avoid “zero” to prevent reclassification as a gift (Code civil art. 931; Legifrance).
• Warranties: ownership, absence of pledges, complete chain of title, non-infringement to the assignor’s knowledge and capped indemnification; disclosure of third-party components and open-source licences.
• Moral rights: reasonable commitment not to object, respect for the author’s name and integrity where required.
• Trade secrets and confidentiality: technical and organisational measures; return/deletion of copies.
• Cooperation/assistance: INPI/EUIPO formalities, additional signatures and infringement proceedings (assignee’s standing).
• Limited reversibility: buyback options or a fallback licence if fundraising fails or the company pivots.

5) Specific points to watch

• Founders who become employees: distinguish earlier creations (to be assigned) from later creations made in employment (specific regimes — software L.113-9; employee inventions L.611-7; Legifrance).
• Illustrations, fonts, third-party datasets and AI models: check rights and commercial licences; document sources.
• Domain names and accounts: transfer administrative control, DNS, 2FA and payment methods.
• International: for exploitation outside France, provide for choice of law/forum and corresponding registrations (trademarks/patents) — refer to Regulation (EU) 2017/1001 for the EU trademark (EUR-Lex).

6) What does it cost? What is the timetable?

• Drafting/closing: 1 to 3 weeks depending on complexity and the chain of title.
• Official fees: INPI registration of an assignment (per title) according to the current fee schedule (INPI); for an EU trademark, the EUIPO schedule (legal basis: Regulation 2017/1001 on EUR-Lex).
• Professional fees: variable; for an early-stage startup, favour a package covering audit, assignment, formalities and associated GDPR work.

7) Do you need a standard template?

A template can serve as a starting point but must be adapted to your assets, business model and prior investigation. Practical resources explain copyright-assignment formalities (Service-Public Pro), and private guides can clarify operational points to watch (Captain Contrat; Deshoulières Avocats), without replacing tailored advice.

Quick FAQ

Want to secure the chain of title before fundraising? Explore AI and law resources and browse our GDPR/IP articles followed by the Explore blog resources.