Irish startup founders, especially those preparing for seed or Series A funding, will find this essential reading to understand their IP obligations before investor scrutiny begins.
Founders learn exactly what a founder IP assignment must contain, how to draft it correctly under Irish law, and how to remediate any historical gaps that could delay a funding round.
Founder IP Assignment Ireland: Protect Your Startup
When investors open the data room for an Irish startup, the very first thing their lawyers look for is a clean chain of intellectual property ownership. If the founders built the product before incorporating the company, and the code, designs and brand have never been transferred to that company on paper, the deal can stall before it begins. A founder IP assignment is the document that fixes this problem, and it is far less complicated than most founders fear. This article covers what a founder IP assignment for Irish startups actually need, what it must cover, and how to fix older gaps before they show up in due diligence .
What is a founder IP assignment?
A founder IP assignment is a written deed that transfers ownership of intellectual property from the founders personally to the company they have incorporated. Under Irish law, copyright in original work belongs to the author by default, not to the business the author later joins. The Copyright and Related Rights Act 2000 makes this clear: code, designs, prototypes, content and brand assets created before incorporation are owned personally by whoever made them, unless they are transferred to the company in writing.
That last point matters. Issuing shares to a founder does not move IP to the company. Verbal promises do not move IP to the company. Even paying the founder a salary after incorporation does not retroactively assign earlier work. Only a written assignment signed by the founder will transfer ownership, and the requirement is stricter than for an employee assignment, where the law assumes the employer owns work made in the course of employment.
In practice, this means: the company you incorporated yesterday does not own the code you wrote last year. You need to give it to the company explicitly, in writing.
What IP needs to be assigned
A clean assignment covers every category of IP the company will rely on. For a typical Irish software startup, that includes:
Source code, repositories and any forks of open-source components
Product designs, UI mockups, wireframes and Figma files
Domain names, brand assets, logos and trade mark applications
Documentation, training material, blog posts and customer-facing copy
Pre-incorporation prototypes, research notes and experimental work
Social media handles tied to the brand
Anything created by a founder personally before the company existed should be listed. The cleaner the schedule of assigned assets, the easier the next round of investor diligence will be. Once you know what is in scope, the next question is how to actually transfer it.
Drafting a clean IP assignment deed
A solid founder IP assignment deed has four working parts:
Present assignment of existing IP. The deed should use language like "the Founder hereby assigns to the Company" to confirm ownership transfers on signing, not at some future point.Assignment of future IP up to a cut-off date. Most founders keep building between incorporation and the first formal employment or services contract. The deed should sweep up that gap.Waiver of moral rights where lawful. Moral rights, such as the right to be identified as the author, are personal under Irish law. They can only be waived in writing.Consideration and execution. A nominal payment (often €1) or the issue of founder shares is usually enough consideration. Sign as a deed, with a witness, to avoid disputes about whether anything was given in exchange.
Pair the assignment with a confidentiality agreement covering the same material. The two documents work together: one transfers ownership, the other limits what the parties can do with the information they hold.
Fixing gaps retroactively
If the company has been running for a while without a founder IP assignment in place, the position is fixable. The standard tool is a confirmatory assignment : a deed that assigns and confirms that the IP belongs to the company, signed today but covering work going back to incorporation or earlier.
Confirmatory assignments matter most where:
A co-founder has already left and never signed anything
Early contractor or agency work was paid for but not assigned
Older marketing assets and domain names sit in personal accounts
Author's tip: Run an IP audit at every funding round, not just before exit. Refresh assignments when the cap table changes, when a founder departs, and whenever a new contractor or employee joins.
If a former co-founder will not engage, we recommend that you document the position honestly, take legal advice on whether the work is structurally separable, and disclose the gap in due diligence . In our expereince, hidden gaps surface later and cost more to remediate.
How IP assignment fits the investor due diligence pack
For an Irish seed or Series A round, the IP assignment sits at the top of the legal due diligence checklist. Investors expect to see a signed deed from each founder, with an effective date that is on or before the date of incorporation. They also expect IP warranties in the investment agreement , where the founders confirm that the company owns all of its core IP, backed by an indemnity clause if those warranties turn out to be wrong.
Get your IP house in order before you fundraise. due diligence pack , removes one of the most common reasons deals slow down. Open Forest can prepare the deed and review your existing contracts as part of a pre-fundraise IP review.
It also pairs with founder vesting . Investors care that the people who built the IP stay long enough to deliver the plan; vesting locks in the people, and IP assignment locks in the work. The two documents are normally signed at the same time.
For non-software founders, the same logic applies to trade marks and designs. Where registered rights exist, the assignment must also be recorded with the Intellectual Property Office of Ireland for trade marks and registered designs, otherwise enforcement against infringers becomes harder.
Common founder mistakes
A few patterns come up again and again in Irish startup due diligence, the mistakes we see regularly are:
Using a US template under Irish law. "Work made for hire" is a US copyright concept and does not exist in Ireland. Templates that use it will not reliably transfer ownership under Irish law.Assigning only existing IP. Founders keep building. Without a forward-looking clause, anything created between signing and the next employment contract sits outside the company.Forgetting domains and social handles. These are routinely held in personal Gmail accounts and overlooked. Move them in writing.Mixing personal and company IP after incorporation. Once the company exists, keep new work inside company accounts and repositories. The longer the mixing continues, the harder it is to untangle.
Wrapping up
A founder IP assignment is the document that quietly turns a personal project into a fundable company. As of May 2026, the legal position in Ireland remains the same as it has been since the Copyright and Related Rights Act 2000: written assignments are mandatory, and verbal arrangements do not transfer ownership. The next step for most founders is to put a signed deed in place this quarter, well before any investor diligence opens. Open Forest can prepare a founder IP assignment deed and review your wider IP position as part of a pre-fundraise readiness check.
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