Who Actually Owns Your Product’s Code? 

Your company controls the GitHub repository. You paid the developers. Your team has been building on the code for months. 

Can you prove the company owns it? 

That question often becomes important at exactly the wrong time: when an investor, acquirer, or major customer starts diligence. 

For a startup, the goal is not simply to possess the code. The company should be able to establish a clear chain of rights from the people who created its core technology to the company itself. 

What Founders Need to Know 

Start by identifying who actually contributed to the product. 

That list may be longer than your current engineering team. It can include: 

• founders who wrote code before incorporation 

• early employees 

• freelancers 

• independent contractors 

• development agencies 

• former team members 

• consultants who contributed technical work 

Then identify what agreement governed each person’s contribution. 

An IP assignment, including provisions commonly found in a Proprietary Information and Inventions Assignment Agreement or PIIA, can be used to transfer relevant intellectual property rights to the company. 

Founders should also be careful about relying on work made for hire as a catch-all explanation for contractor-created code. Whether a work qualifies involves specific legal requirements. 

Separately, valuable confidential source code may also raise trade secret considerations, including what the company does to keep that information confidential. 

What This Looks Like in Practice 

Two founders begin building an MVP before forming their company. 

They write some of the code themselves and hire a freelance developer to finish the backend. The freelancer signs a short agreement covering the hourly rate, deliverables, and deadline. 

The product launches. The freelancer is paid. Everyone moves on. 

After incorporation, the founders sign company IP documents and every new employee signs a PIIA. The company raises an initial round and continues developing the same codebase. 

A year later, a new investor begins diligence and asks for documentation showing that the company owns the intellectual property underlying the product. 

The current paperwork looks good. 

Then the investor asks about the original backend. 

The founders pull out the freelancer agreement and realize it never clearly assigned the relevant IP rights to the company. They also have to determine how the founders’ pre-incorporation work was transferred. 

Now they need to reconstruct decisions made when the company was barely more than an idea, potentially while a financing is waiting. 

The code did not suddenly become valuable during diligence. The missing paperwork simply became visible. 

Three Common Founder Mistakes 

• Checking ownership only for current employees. The chain should generally be traced back to the earliest contributors. 

• Assuming payment resolved the IP question. An invoice shows that someone was paid. It does not necessarily answer every ownership question. 

• Treating signed agreements as an administrative detail. Being able to locate the executed document can matter just as much as remembering that someone was supposed to sign it. 

10-Minute Founder Self-Check 

Start with your core product and work backward: 

• Who wrote the first version? 

• Was any code created before incorporation? 

• Did each founder transfer relevant IP to the company? 

• Did every employee who contributed sign appropriate IP documents? 

• Did every contractor or freelancer sign an appropriate agreement? 

• Did an outside agency contribute anything to the current product? 

• Can we locate the executed agreements? 

• Does the product contain third-party or open-source components? 

• Are we taking reasonable steps to protect confidential source code? 

• Could we produce this documentation during diligence tomorrow? 

What to Do Next 

Build an IP ownership record before someone outside the company asks for it. 

Identify the people who created the technology, match each contributor to the relevant agreement, and flag missing or unclear documentation while you still have time to investigate it. 

Book a Discovery Call with Primum Law Group to discuss your needs and concerns: https://calendly.com/primumlaw/30min?month=2026-08