How do I transfer pre-incorporation IP into my company?
By SuLe · Updated 15 June 2026
Intellectual property you created before your company existed belongs to you personally, not to the company — you move it in with a written, signed IP assignment, usually for a nominal £1 or as part of your founder subscription. Until you sign that assignment, the company does not own the code, designs or brand you built, and investors will flag the gap in due diligence.
Key facts
- IP created before incorporation belongs to the individual creator — the company cannot own what predates it.
- Transfer it with a written IP assignment signed by each creator (a copyright assignment must be signed under CDPA s.90).
- It is commonly done for £1 or as part of the founder's share subscription.
- Every co-founder and early contributor must assign their own part, not just the lead founder.
- Investors check this in essentially every seed round's due diligence.
Why doesn't my company already own my pre-incorporation work?
Because it did not exist when the work was made. A company only comes into being on incorporation, so anything created before that date — code, designs, brand, content — belongs to the human who created it.
That means the prototype you coded at your kitchen table, the logo you designed, and the pitch materials you wrote are your personal property until you formally hand them over. Forming the company does not automatically pull them in.
The fix is simple but easy to forget: a written IP assignment from each founder into the company, signed after incorporation. Skip it and the company is trading on IP it does not legally own.
How do I actually transfer it in?
Sign a written IP assignment from each creator to the company, transferring both existing and future IP in the relevant work. For copyright the document must be in writing and signed by the assignor (CDPA s.90); a verbal understanding is not enough.
The consideration is usually nominal. Founders commonly assign for £1, or treat the IP as part of what they contribute in exchange for their founder shares, so no real money changes hands.
Keep the signed assignment in your company records alongside the incorporation documents. This is the piece of paper an investor's lawyer will ask to see, so having it ready turns a potential diligence hold-up into a non-event.
Who needs to sign — just me, or everyone?
Everyone who created any of the pre-incorporation IP. Copyright and other rights sit with each individual creator, so each co-founder, freelancer or agency involved must assign their own contribution.
| Who created it pre-incorporation | Owns it until assigned | Needs to sign an assignment? |
|---|---|---|
| Lead founder | The lead founder | Yes |
| Co-founders | Each co-founder | Yes — each one |
| A freelancer or agency you paid | The freelancer / agency | Yes |
| A friend who helped for free | Your friend | Yes |
The friend-who-helped case catches people out. An unpaid helper who wrote code or designed a logo still owns that work, and a startup that later becomes valuable can face an awkward or expensive conversation. Assign early, while goodwill is high.
When does this actually matter?
At fundraising and at sale — and the cost of fixing it rises the longer you wait. Investors and acquirers expect the company to own its core IP outright, evidenced by signed assignments from every founder and early contributor.
A missing pre-incorporation assignment is one of the most common diligence flags for seed-stage startups. It is usually fixable with a signature, but chasing a co-founder who has since fallen out, or a freelancer who has vanished, can genuinely threaten a deal.
Doing it at incorporation, as part of setting up cleanly, is the cheap path. It sits naturally alongside your other founding legal documents and takes the issue off the table for good.
Worked example
Jack spends four months before incorporating building the prototype for a logistics-tech startup, and pays a freelance designer £1,200 for the brand and logo. He then forms RouteGrid Ltd.
RouteGrid owns none of it yet. The prototype's copyright is Jack's personally; the logo's copyright is the designer's, because the invoice alone did not transfer ownership. Jack signs an IP assignment transferring his prototype to RouteGrid for £1 as part of his founder subscription, and gets the designer to sign a short assignment of the brand work. Both signed documents go into the company file. When RouteGrid raises its seed round eight months later, the ownership chain is clean and diligence moves straight past it.
Where founders go wrong
Assuming incorporation pulls in earlier work.
The company can't own IP that predates it — you must assign it in.Only the lead founder signing.
Every co-founder and contributor owns their own part and must assign it separately.Forgetting the freelancer who made the logo.
Paying them didn't transfer copyright — they still need to sign.Leaving it until fundraising.
It's cheap at incorporation and a scramble under diligence pressure.
Related questions
Why doesn't my company already own the work I did before incorporating it?
Because the company did not exist when you created the work, so it could not own anything. IP created before incorporation belongs to the individual creator personally. It only becomes company property once you sign a written assignment transferring it in.
How do I transfer pre-incorporation IP into the company?
With a written IP assignment signed by each founder or creator, transferring existing and future IP to the company. It is often done for a nominal £1, or treated as part of what the founder contributes for their shares. Keep the signed document in your company records. [More: What is an IP assignment agreement and when do I need one?]
Does this apply to code, designs and the brand?
Yes — copyright in code, designs, written content and logos all sits with whoever created them until assigned. If a co-founder, freelancer or agency made any of it before incorporation, each of them needs to assign their part to the company, not just the lead founder.
When will an investor check this?
In due diligence for essentially every seed round. Investors want to see that the company owns its core IP outright, with signed assignments from every founder and early contributor. A missing pre-incorporation assignment is a common diligence flag that can delay completion.
Pre-incorporation IP is one of the easiest things to fix at the start and one of the hardest to fix once a co-founder has left or a round is live. A SuLe solicitor can prepare the founder assignments and make sure every early contributor is captured. Book a free IP health check call and get your ownership chain clean before you raise.
Keep reading: What is an IP assignment agreement and when do I need one? · Who owns the IP my employees and contractors create? · Who owns the code if an agency built my MVP? · What IP protection does an early-stage startup actually need? · What legal documents does a UK startup actually need?
Primary sources: Copyright, Designs and Patents Act 1988 · GOV.UK — How copyright protects your work
