Intellectual property is the single most valuable asset in most Irish startups, and the one most consistently mishandled at incorporation. By the time IP becomes a problem — typically during fundraising due diligence, an acquisition, or a partner departure — the cost of fixing it is usually a multiple of what it would have cost to do correctly on day one.
This article is for Irish co-founders setting up — or already running — a company that creates intellectual property. That includes software, designs, branding, written content, processes, customer lists and trade secrets. If your company has commercial value, that value almost certainly lives in IP.
Who owns the IP your company depends on?
The default rules are not what most founders assume.
- Code written by an employee in the course of their employment is typically owned by the employer (subject to a properly drafted contract).
- Code written by a contractor is owned by the contractor unless a written assignment agreement transfers it.
- Code written by a founder before incorporation is owned by the founder personally unless explicitly assigned to the company.
- IP created by an employee outside the scope of their employment, on personal time, is typically owned by the employee.
- Joint IP created by multiple founders, without an assignment, is typically owned jointly — with all the licensing complications that implies.
The single highest-risk default is the third one. Most Irish startups are built on code, designs or content that one or more founders created before the company existed. Without a written IP assignment at incorporation, that material remains the personal property of the founder who created it — and travels with them when they leave.
If your company's core product was built before incorporation and never formally assigned to the company, your company technically does not own its main asset. This will be discovered, at the worst possible time, in due diligence.
What an IP assignment actually does
An IP assignment is a written agreement transferring ownership of specified intellectual property from a founder, contractor or employee to the company. It typically covers:
- All pre-existing IP relevant to the company's business.
- All IP created during the period of involvement with the company.
- All future improvements, modifications and derivatives.
- Copyright, trademarks, patents (where applicable), trade secrets, know-how and database rights.
- Moral rights waivers (where the law allows).
Without this document, the company's ownership of its own product is, at best, debatable.
Five questions, two minutes, no signup. Surfaces the conversations most Irish co-founders skip — the ones solicitors say cause the majority of disputes.
Run the free check →The contractor problem
Many early-stage Irish startups use freelance designers, developers or copywriters before they can afford full-time hires. This creates a specific and consistent IP risk.
Unlike employees, contractors retain ownership of what they create unless they explicitly assign it. A standard Irish service agreement that does not include a properly drafted IP assignment leaves the contractor as the legal owner of the work.
This becomes visible at investment time. A founder who hired a contractor in year one to build the original product, and never obtained an assignment, is typically required to retroactively secure one as a condition of funding. The contractor — now aware of the leverage — may charge significantly more than they would have at the time. There are documented Irish cases of contractor-IP issues delaying funding rounds by months and costing five-figure sums to resolve.
Side projects and existing employment
Many Irish founders start a business while still employed elsewhere. Two specific risks arise.
Existing employer IP clauses
Most Irish employment contracts include broad IP clauses that assign to the employer any IP created by the employee during their employment, sometimes including IP created on personal time if it relates to the employer's business. Founders building a startup on the side need to read these clauses carefully — and where there is any doubt, take specific legal advice and consider a written waiver from the employer.
Non-compete clauses
Existing non-compete clauses can restrict what business a founder can start, where and for how long. Irish courts will not enforce unreasonable non-competes, but "unreasonable" is a question of fact, not a free pass.
Trademarks and brand
Brand IP is consistently undervalued by Irish founders until it becomes a problem. Two specific recommendations:
- Conduct a basic trademark availability search in Ireland (CRO, IPO Ireland) and the EU (EUIPO) before committing to a brand name.
- File for trademark registration in Ireland and, where commercial scope justifies it, the EU. Irish trademark filings are inexpensive (€70+ in official fees per class) and provide meaningful protection.
Founders who skip this step regularly discover, twelve to twenty-four months in, that another company has registered the same or a confusingly similar mark. The cost of rebranding at that point can be substantial.
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Run the free check →What investors check
Investor due diligence in Ireland consistently treats IP as a top-three priority. A typical due-diligence pack will request: founder IP assignments, contractor IP assignments, employee contracts with IP clauses, trademark filings, open-source license compliance, and any prior employment-IP waivers. Gaps in any of these areas frequently delay or kill investment rounds.
An example
A 2024 Dublin-based SaaS company prepared for a €4m Series A. Investor due diligence identified that 30% of the original codebase had been written by a freelance developer in 2022, with no IP assignment in the engagement letter. The contractor — now aware of the leverage — initially refused to assign without a six-figure payment. The funding round was delayed by three months, the founders ultimately negotiated an assignment for €60,000, and the lead investor reduced their pre-money valuation by €1m to reflect the diligence finding. A €200 IP assignment clause in the original engagement letter would have prevented all of it.
Mistakes Irish founders make
- Failing to assign pre-existing founder IP to the company at incorporation.
- Engaging contractors without IP assignment language in the engagement letter.
- Building a business while employed elsewhere without checking the existing employer's IP clauses.
- Skipping trademark searches before committing to a brand name.
- Failing to track open-source license obligations in the codebase.
- Treating IP as a problem to address "when we have a lawyer" — by which point the cost has multiplied.
Conversation prompts
- What IP did each of us create before the company existed that the company will rely on? Has it been formally assigned?
- Are any of us still employed elsewhere? What do our existing contracts say about IP we create on personal time?
- Have any contractors worked on the product? Do we have IP assignments from each of them?
- Have we checked the trademark availability of our brand in Ireland and the EU?
- Do we know the open-source licenses in our codebase, and are we compliant with them?
- Founders who address IP at incorporation never think about it again until investors ask.
- Founders who do not consistently surface the issue at the worst possible moment — fundraising, acquisition, or partner departure.
- The retroactive cost of IP cleanup can be ten to one hundred times the cost of doing it correctly at the start.
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Run the free check →Frequently asked questions
- Who owns the IP if I built the product before incorporating?
- You do, personally, unless you formally assign it to the company. This is the most common IP gap in Irish startups and is consistently flagged in investor due diligence. Sign a written IP assignment at incorporation.
- Do contractors automatically transfer IP to the company?
- No. Unlike employees, contractors retain ownership of what they create unless they explicitly assign it in writing. Every contractor engagement should include a properly drafted IP assignment clause.
- Can I build a startup while employed elsewhere in Ireland?
- Often yes, but you must read your existing employment contract carefully. Many Irish employment contracts include broad IP and non-compete clauses. Where there is doubt, take specific legal advice and consider a written waiver from the employer.
- Do I need to register a trademark in Ireland?
- It is not legally required, but it is strongly recommended. Irish trademark filings are inexpensive and provide meaningful protection. Conduct a search before committing to a brand name and file early.
- What happens to IP if a founder leaves?
- If the IP was properly assigned to the company at incorporation, it stays with the company. If it was not, the departing founder may credibly claim ownership — and frequently does. This is a common and expensive surprise during a partner departure.
Most disputes begin long before the first legal disagreement.
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