October 23, 2026
Until you sign a written assignment, the code, designs, brand, data and domain names you built before incorporating belong to you personally, not to your startup, and possibly to your employer if you built them on its time or equipment. The fix is to assign them to the company when it issues your founder stock: a technology assignment agreement (or an IP assignment inside your restricted stock purchase agreement) that lists what you're contributing and adds a catch-all for all prior work relating to the business, plus a CIIAA that covers everything you create from then on. Then move each asset that lives in an account or a registry, such as the domain, the GitHub repository, app store accounts and any patent or trademark filings, into the company's name.
Key takeaways
A corporation can only own property that someone transfers to it. Until you incorporate and sign an assignment, everything you made belongs to you. If two co-founders wrote the code together, they may jointly own the copyright, and under US law each joint owner can use and license the work without the other's permission. That is a problem waiting to happen if one of you leaves before the paperwork is done.
There may also be a third owner. If you built any of it while employed, your employer may have a claim under your invention assignment agreement or under state law, depending on when, where and how you built it. See Does My Employer Own My Side Project? before you assume the work is yours to assign.
Investors and acquirers are buying the company, not you. In a priced round the company represents that it owns or has the right to use all IP needed for the business, and a missing founder assignment is one of the most common items that holds up a closing. In an acquisition, the buyer will require a clean chain of title back to whoever wrote the first line of code.
The legal rules also leave no room for informal arrangements. Under the Copyright Act, copyright vests in the author, and a transfer of ownership is not valid unless it is in a writing signed by the owner (17 U.S.C. § 204(a)). Patent rights belong to the inventors until they assign them, and an assignment must be in writing (35 U.S.C. § 261). Trademark rights work differently: they arise from use in commerce and attach to the goodwill of the business, so a brand you launched as an individual has to be assigned together with the goodwill it represents. Trade secrets belong to whoever holds and protects them, which means keeping them confidential inside the company once it exists; see Trade Secrets.
There are two common ways to do it, and both are usually signed on the day the founder stock is issued.
A technology assignment agreement is a standalone document in which each founder assigns pre-incorporation IP to the company. Alternatively, the restricted stock purchase agreement (RSPA) can include the assignment, with the IP forming all or part of what the founder pays for the shares. Either way, attach a schedule that lists the specific assets (repositories, design files, domain names, brand names and logos, datasets, provisional patent applications) and add a catch-all that assigns all other work you created before incorporation that relates to the company's business. The schedule makes diligence easy; the catch-all covers what you forgot. See RSPA.
Separately, each founder signs a Confidential Information and Invention Assignment Agreement (CIIAA). The CIIAA covers what you create from now on and protects the company's confidential information. It is not a substitute for the pre-incorporation assignment, because most CIIAAs exclude prior inventions, and many ask you to list them. Don't list your startup's code as an excluded prior invention. See CIIAA.
On consideration, the assignment is normally part of the stock purchase: the founder pays for shares at par, $0.00001 per share, partly or wholly by contributing the technology. Transferring property to a corporation in exchange for stock has tax consequences that depend on the facts, so ask a tax advisor how your contribution will be treated. If your shares vest, the 83(b) election is due 30 days from the date the shares are issued.
Anything that lives in a registry or an account needs a second step.
Copyright registrations and patent applications. Record the assignment with the Copyright Office or the USPTO. For patents, an unrecorded assignment can lose out to a later buyer who records first, and recording within three months protects you (35 U.S.C. § 261). If you filed a provisional patent application in your own name, assign it and record the assignment before the non-provisional is filed. See Register a Copyright.
Trademark applications. If you filed an intent-to-use application as an individual, be careful: federal law generally bars assigning an intent-to-use application before a statement of use is filed, except to a successor to the business to which the mark pertains (15 U.S.C. § 1060(a)(1)). An assignment to your new company that takes over the business usually fits that exception, but it needs to say so.
Domains, repositories and accounts. Transfer the domain to a registrar account in the company's name, move repositories into a GitHub organization the company owns with at least two owners, change social handles to company email addresses, and migrate app store developer accounts from individual to organization accounts (Apple requires a D-U-N-S number for that). Cloud, analytics and payment accounts should be in the company's name and paid with a company card.
Contractors. If you paid a freelancer to build the MVP before incorporating, you probably don't own the code. Software written by an independent contractor is rarely a "work made for hire," and without a signed assignment the contractor keeps the copyright and you have, at best, an implied license. Ask the contractor to sign a short confirmatory assignment to the company now, while the relationship is good. See Startup Contractor Agreement.
A co-founder who left before incorporation. Anyone who contributed code, designs or the name before walking away may still own their contribution. Get a signed assignment and release, usually in exchange for a modest cash payment or a small stock grant.
Open source. You don't own the open-source components in your code, and assigning your code doesn't change their licenses. Inventory the licenses now and check for copyleft licenses that could affect how you distribute the product. See Open Source Licenses.
Read your employment agreement and invention assignment agreement before you sign anything with your startup, because you can't assign what your employer already owns. Many agreements assign inventions that relate to the employer's business even if you built them at home, and some states limit what an employer can claim. If there's a real question, the cleaner path is a written release from the employer before you raise money, rather than a dispute after. Investors will ask about it, and an honest disclosure schedule is better than a surprise in diligence.
The US Copyright Office and the D.C. Circuit, in Thaler v. Perlmutter (2025), have taken the position that copyright requires a human author, and the Supreme Court declined to review that case in 2026, so purely machine-generated material may not be protected by copyright at all, while human selection, arrangement and modification can be. This is a new area of law that is likely to shift. In practice, the assignment should still cover all code, prompts, outputs and other materials you created with AI tools, because whatever rights exist, including trade secret protection, should sit with the company. Also check that the AI tool's terms give you ownership of outputs; see AI Tool Terms.
Example. Maya spent nine months building a scheduling app before incorporating a Delaware C corp with 10,000,000 authorized shares and a 1,000,000-share option pool. She buys 8,000,000 shares of restricted common stock at $0.00001 per share, a total purchase price of $80, subject to four-year vesting with a one-year cliff, and pays by assigning her technology under the IP assignment in her RSPA. She files her 83(b) election within 30 days of issuance. Her pre-incorporation assets move like this:
| Asset | How it transfers |
|---|---|
| App code in her personal GitHub account | Listed on the RSPA schedule; repository moved to a company-owned GitHub organization |
| Backend written by a freelancer she paid $6,000, with no written assignment | Confirmatory assignment from the freelancer to the company |
| Figma designs and logo | Listed on the schedule; files moved to a company workspace |
| Brand name, used on a public waitlist page | Assigned with the goodwill of the business |
| Domain name | Transferred to a registrar account in the company's name |
| Waitlist of 2,300 email addresses | Listed on the schedule; used consistent with the privacy notice people saw when they signed up |
| Provisional patent application in her name | Assigned and recorded at the USPTO |
| Apple developer account | Migrated to an organization account under the company's D-U-N-S number |
She also signs a CIIAA on the same day, listing no prior inventions related to the app, so everything she builds from incorporation onward belongs to the company automatically.
For more, see Who Owns Startup IP?, CIIAA, Trade Secrets and Does My Employer Own My Side Project?
If you built your product before incorporating and aren't sure the company owns it, contact us.
