Intellectual property

Also called IP, Copyright, Trade mark

The rights in what you have created — and by default, some of it does not belong to you.

What it means

Intellectual property covers several distinct rights: copyright in original works, arising automatically; registered and unregistered trade marks in brand names and logos; design rights; patents for inventions; and confidential information or trade secrets.

They have different durations, different registration requirements and different remedies.

Why it matters

The default ownership rules surprise people. Work created by an employee in the course of employment generally belongs to the employer. Work created by a freelancer generally belongs to the freelancer, unless the contract assigns it.

That means the logo, the website and the code your business relies on may not be yours, and the moment that matters is during due diligence when you are selling or raising.

What it looks like in practice

Get written assignments from every freelancer, agency and contractor, including the ones who did work years ago. Retrospective assignments are possible and get harder as time passes.

Register your trade mark if the name matters. Registration is national, class-based, and inexpensive relative to a rebrand.

Company registration at Companies House gives you no trade mark rights, and a domain name is not a trade mark either.

What to watch out for

Open source licences in your codebase with obligations attached.

Using images, fonts or music without the right licence. Enforcement is automated and the letters are expensive.

Employees who created something before joining, or on their own time, where ownership is genuinely arguable.

Where to get proper advice

The Intellectual Property Office for registration and free guidance. A trade mark attorney for anything contested, and a solicitor for assignments.