Founder-created IP never moved to the company
Incorporation alone does not document the transfer of pre-existing code, designs, inventions or applications.
IP ownership for Swiss startups
Make the company’s IP chainclear before diligence.
Identify who created the code, brand, designs, data assets and inventions, then document the rights the company owns, uses under licence or still needs to acquire.
Fehr Legal connects founder, employment, contractor and pre-incorporation arrangements to the product investors are actually assessing.
When this mandate is useful
- Founders built the product before the company existed.
- Employees, freelancers, agencies or university collaborators contributed to core assets.
- Open-source or third-party components are material to the product.
- A financing, acquisition or commercial partnership will test the ownership chain.
Use is not the same as ownership
Contractor terms describe services, not rights
Payment for development work does not by itself answer which rights transfer, when they transfer or what remains licensed.
Employee rules are treated as universal
The legal outcome depends on the type of right, the employee’s duties, the contract and how the work was created.
Registrations and product reality diverge
Trademark, patent and design records may name a founder while the company presents the asset as its own.
What the IP ownership work produces
A decision-ready ownership map, remediation package and repeatable contracting process for future contributors.
IP chain inventory
A creator-by-asset map covering founders, employees, contractors, agencies, collaborators and prior employers.
Assignment and licence package
Targeted transfers, confirmations, licences and waivers based on the actual asset and relationship.
Registration alignment
Review of relevant trademark, patent, design, domain and application ownership against company records.
Forward-looking templates
Founder, employment and contractor language plus an onboarding and offboarding evidence process.
Classify each asset before choosing the document
The right solution depends on what the asset is, who created it, when and under which relationship.
Assignment
Useful when
The company should become owner of an existing transferable right.
Watch for
Written-form requirements, scope, territory, future rights, consideration, moral rights and register updates.
Exclusive or limited licence
Useful when
Ownership stays elsewhere but the company needs defined rights to build, sell or sublicense the product.
Watch for
Exclusivity, field, territory, duration, improvements, termination, change of control and investor expectations.
Employment or contractor framework
Useful when
The company needs future work product to follow a reliable rights and evidence process.
Watch for
Role-specific duties, background IP, open source, subcontractors, acceptance, confidentiality and exit confirmations.
Separate automatic rights from contractual cleanup
Swiss rules protect some creations automatically or allocate certain employee-created rights, but startups still need evidence and asset-specific analysis.
Diligence-ready IP = identified asset + identified creator + legal basis + written evidence + matching registers
Software
Source code can be protected by copyright automatically; the ownership analysis still depends on authorship, employment rules and contracts.
Employee inventions and designs
Work created in fulfilment of employment duties can belong to the employer under Swiss law, while other cases require closer contractual and factual analysis.
Contractors and agencies
Use an express assignment or licence that covers the delivered assets and any subcontractor chain.
Brands and registrations
A commercial-register company name is not automatically a registered trademark; ownership and filing strategy should be checked separately.
Illustrative startup scenario
The product works, but the company cannot prove it owns the code
- Context
- A founder, an overseas freelancer and a former university collaborator built the first product before incorporation.
- Consequence
- At seed diligence, the agreements do not identify the repository, background tools or rights transferred, and the trademark application remains in the founder’s name.
- Approach
- Map each contributor and asset, confirm the applicable legal basis, obtain targeted assignments or licences and align registrations with company records.
Investors do not only ask whether the company uses the product. They ask whether it can prove the rights needed to keep using, changing and selling it.
IP chain review checklist
Start with evidence, not assumptions.
- 01
Asset list
Identify code, models, datasets, designs, content, inventions, brands, domains and trade secrets.
- 02
Creator map
Link each material asset to founders, employees, contractors, agencies and collaborators.
- 03
Source documents
Collect employment, contractor, university, licence, grant and pre-incorporation agreements.
- 04
Third-party inputs
Record open-source, APIs, stock assets, customer materials and background technology.
- 05
Registrations
Check applicant and owner names for trademarks, patents, designs and domains.
- 06
Future process
Standardise contracting, approvals, repository evidence and exit confirmations.
How the mandate works
Trace
Map the product’s material assets, creators, contracts and registrations.
Resolve
Prioritise gaps by financing and operating risk, then prepare targeted assignments, licences or confirmations.
Maintain
Put contributor templates and evidence controls in place for future hires and suppliers.
Startup IP ownership FAQ
Does the company own everything a founder created?
Not merely because the founder incorporated the company. Pre-incorporation assets should be identified and transferred or licensed on terms that match the intended ownership.
Does paying a contractor give us the IP?
Payment alone is not a reliable ownership analysis. The contract should state which rights are assigned or licensed, when, for which uses and with what treatment of background materials.
Is software protected in Switzerland?
Source code can receive copyright protection automatically. Ideas and algorithms as such are not protected by copyright in the same way, and ownership of the protected code still needs to be established.
Does our commercial-register name protect the brand?
A company name and a trademark are different. Commercial registration does not automatically create registered trademark protection for products or services.
Related company-readiness work
Incorporation
Move pre-incorporation rights and commitments into the company coherently.
Read the guide →Shareholders’ agreement
Align founder duties, departures and transfer rules with the ownership system.
Read the guide →Note: General information only. IP ownership and protection depend on the asset, creator, relationship, contract, jurisdiction, registration and factual development history.
Make the ownership chain clear before it becomes a closing issue
Bring contributor agreements, repository history and relevant registrations. Fehr Legal will identify the material gaps and the shortest defensible remediation path.
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