You built the app, the logo, the whole idea, way before you signed any paperwork. Now you’re forming a company in Colorado, and someone just asked a hard question. Who actually owns all of this?

That’s a founder IP ownership question, and the real answer trips people up. Filing papers with the Colorado Secretary of State creates a company. It does not hand that company the code you wrote, the name you picked, or the logo you designed. You have to give it those things, in writing, on purpose.

Four Reasons Legal has helped Denver founders sort out this problem for years, before it turns into a much bigger one.

Why Your New Company Doesn’t Automatically Own What You Built

Your company does not own what you built before it existed. That sounds harsh, but it is true, and it is simple once you see it.

You wrote the code. You paid for the domain. You called it “the company’s app” for a year before you ever filed papers with the state. None of that hands ownership to the LLC. The law needs a signed document that says you, the person, are giving that thing to the company.

Without it, you and your brand-new company are two separate owners, at least on paper. The law that created LLCs in Colorado (C.R.S. § 7-80-101 and following) does not reach back in time and grab what you built before you filed. If you are still deciding between an LLC and a corporation, the Small Business Administration’s guide to choosing a business structure covers that separate question.

The Rule Is Different for Trademarks Than for Code

Not every kind of intellectual property follows the same rule. Code and trademarks actually work in opposite ways, and mixing them up is the easiest mistake to make.

Copyrights and Code

When you write code, copy, or a design, the copyright is yours right away. Federal copyright law says protection starts the moment the work is fixed, meaning written down, saved, or recorded somewhere. That same law says the person who made it owns it. No paperwork. No waiting.

Trademarks and Brand Names

Trademarks work the opposite way. You do not own a name or logo just because you thought it up or designed it. Trademark rights come from actually using the name or logo to sell something, not from designing it. Sketch a logo for a year and never sell a single thing under it, and you own zero trademark rights in it. This is the part most founder guides get wrong, and it is the opposite of how copyright works.

The Filing Fee Doesn’t Move Anything

Paying the state’s filing fee and getting your paperwork back feels like a fresh start, like the company now owns everything tied to the idea. It does not. The Colorado Secretary of State is only confirming your company exists. That office is not checking who owns what, and it is not moving any ownership into your new company.

How to Hand Your Pre-Formation IP to the New Company

Fixing this takes one paper and a few smart choices about what it covers. Lawyers sometimes call this pre-incorporation IP, meaning anything you made before you formed the company.

1. List everything: Code, the brand name, logos, website words, and any patent application, one by one. Do not just write “the business.”
2. Sign a short written agreement: Lawyers call this an IP assignment agreement, or sometimes a bigger invention assignment agreement if it covers patents too. Each founder signs one moving their work into the LLC, dated at or near formation.
3. For a trademark, hand over the business too: A trademark can only move to the company along with the goodwill of the business behind it, meaning the actual customers and reputation that go with the name. Handing over just the name by itself can make the transfer invalid under federal trademark law. Once you have filed federally, record the change with the USPTO.
4. Put it in your operating or founders’ agreement too: Point back to the assignment so there is no confusion later.
5. Keep copies of everything: Investors will ask for this during due diligence, meaning their check into whether the company truly owns what it is selling. A founder IP ownership attorney can look at what you have and tell you fast whether it holds up.

Four Reasons Legal walks Denver founders through this exact list during a free first call, one document at a time.

What Changes When Someone Else Helped Build It

It gets harder once someone besides you touches the product. Say a co-founder wrote half the app before you formed the company. That half belongs to them personally, not the company and not you either. If the relationship ends badly, that ownership becomes a bargaining chip. The same goes for a freelance developer you paid a flat fee.

Paying someone does not transfer what they made. Only a signed agreement does that, and most freelance contracts do not mention it, let alone the specific work for hire wording that would actually make the company the owner.

This trips up a lot of Denver startups. The developer who built your checkout page moved to a new client two years ago and does not answer emails anymore. Legally, they might still own the code your revenue runs on. Finding them for a signature now is slower, costs more, and works far less often than getting it signed the week you hired them.

Why This Turns Into a Problem When You Raise Money or Sell

Almost no one checks your ownership trail, what lawyers call the chain of title, until real money shows up. Then almost everyone does. A term sheet, an offer to buy the company, even a bank loan, all come with a request asking the company to prove it owns what it is selling.

If you cannot prove it, the deal usually does not die, but it slows down and costs more. Buyers lower their offer to cover the risk. Investors add conditions requiring the missing paperwork before they fund anything. Founders end up signing what they should have signed a year earlier, except now with less time and a rush-job legal bill.

What Happens If You Skip the Assignment

Skip the paperwork and nothing falls apart right away. It just sits there, shaky, working fine until it does not.

The Company Owns Nothing on Paper

Without a signed transfer, your LLC’s records list intellectual property it does not actually hold. If a bank or an investor ever tries to lend against or invest in “the company’s IP,” there is nothing there to legally back it up.

You Could Still Be Named Personally

Here is the part people miss. Owning intellectual property yourself and having an LLC’s liability shield are two different things. The shield mostly protects you from the company’s debts and contracts. It does not erase the fact that you, not the company, are the one whose name is actually on the trademark or the code. If a dispute happens over something you personally own, you can get pulled into it directly, shield or no shield. A founder IP ownership attorney can look at your setup and tell you exactly where you stand.

Frequently Asked Questions

Does my operating agreement fix this by itself?

No. An operating agreement covers how the members run the business. It does not automatically move outside things, like code or a trademark, into the company. You still need a separate signed paper for that. Most attorneys write both documents together so nothing gets missed.

What if my co-founder won’t sign the transfer paper?

Then the company does not own their part, even if they hold equity in it. This is exactly what investors look for and flag. It is better to fix this before you take outside money, not after.

Can I transfer a trademark I haven’t registered yet?

Yes, but there is a catch. A trademark can only move to the company along with the actual business behind it, meaning its customers and reputation, not just the name by itself. Handing over just the name can make the whole transfer invalid. Registering with the USPTO comes later and works better once ownership is clean.

What about work my freelancer did before we formed the company?

That work belongs to the freelancer unless the contract had a signed transfer clause, and paying a flat fee alone does not count as one. Most freelance contracts skip this. Go back and get a short paper signed now, while things are still friendly.

Four Reasons Legal: Your Colorado Trademark and IP Law Firm

You did not spend months building a product just to lose part of it over a missing signature. Steve Zemanick has spent more than fifteen years as a Denver trademark and IP attorney, and he has seen this gap trip up founders who thought their paperwork was already handled.

Contact our firm today with whatever paperwork you already have, and we will tell you what is missing and how you can move forward.