Who Actually Owns Your Startup's Code and Logo?
You paid for your logo. That doesn’t mean you own it.
Same goes for your code, your website, and the illustrations on your landing page. You wrote the check. The law still says, as a default, that the person who made the work owns it, unless they signed that ownership over to your company in writing.
Founders learn this at the worst possible time: in diligence, when an investor or a buyer asks for proof that the company owns its own technology, and the paper trail has a hole in it.
The default rule runs against you
Copyright belongs to the creator the moment the work exists. The freelance designer who made your logo owns that logo. The developer who wrote your first version owns that code. Hiring them and paying them does not change it.
There is one exception. Work created by an employee, inside the scope of the job, belongs to the employer. That is the work made for hire rule. It covers W-2 employees. It usually does not cover independent contractors, who are exactly the people most early startups use to build the first product and the first brand.
So the Fiverr designer, the overseas dev shop, the friend who built your MVP for equity that never got papered: under the default rule, each of them owns what they made. You have a license to use it, maybe, and an argument. You do not have clean ownership.
The fix is boring and cheap
Get an assignment in writing from everyone who touches the company's IP. Founders, employees, and contractors.
For employees, the standard tool is a proprietary information and inventions agreement. It assigns to the company what they create on the job and protects your confidential information at the same time. Sign it on day one of employment.
For contractors, the assignment language goes in the contract before they start. Do not rely on a work made for hire label by itself. For a contractor, that label alone often fails to transfer ownership of code or a logo, because the law reserves work made for hire treatment for employees and for a short list of commissioned work that does not include software. Use an explicit present assignment of all rights, with a backup license.
There are also state laws to contend with here. For instance, in California calling a contractor's agreement “work made for hire” can reclassify that contractor as your employee for state purposes like workers' compensation and unemployment insurance. One more reason to use a clean assignment instead of the work made for hire label.
For founders, this matters more than you expect. Work you did before the company existed, the prototype you coded on nights and weekends, the brand you sketched in a notebook, is yours personally until you assign it. Assign it when you incorporate. This is the sort of stuff that kills VC deals. Believe me, I’ve litigated over this very issue.
You can even own the trademark and still not own the drawing. The day you want to change vendors, chase a copycat, or sell the company, the missing copyright assignment on the logo art becomes a problem. Get the designer to assign the artwork, not just send you a PNG.
One more trap: open source
If a contractor built your product fast, ask what they pulled in. Open source code carries license terms, and some of them, the copyleft licenses like the GPL, can attach obligations to the code you wrap around them. You do not need to fear open source. You need to know what is in your codebase before an acquirer's lawyers find it for you.
The bottom line
Do not wait for diligence to find the hole. Get assignments from every founder, employee, and contractor, signed when the work happens. It costs almost nothing now. A missing signature can cost you the deal later.
This post is general information, not legal advice, and it does not create an attorney-client relationship. Every company is different. If you are not sure your company owns its own code and brand, talk to a lawyer, or set up a consultation with us to discuss: https://long.law/intake