The contractor does, by default, even after you have paid the invoice in full. Under England and Wales law, the person who creates a copyright work generally owns it from the moment it is created, unless they made it as an employee acting in the course of employment, or they have signed an assignment transferring it to you. This article is for the moment you are deciding whether you actually need a signed assignment before a contractor starts, or before you rely on work they already delivered, not for the moment a former contractor has already raised the question themselves.
> Quick answer: Commissioning and paying for work does not transfer ownership of the copyright in it. The default position under the Copyright, Designs and Patents Act 1988 is that the creator owns what they create, unless they were your employee doing it as part of their job, or they have signed an assignment. If a contractor built it, you almost certainly need a signed assignment to actually own it.
Commissioned versus employee work, and why the difference matters
The starting point is section 11 of the Copyright, Designs and Patents Act 1988. Where a work is created by an employee in the course of their employment, the employer is the first owner of the copyright, subject to any agreement to the contrary. That default only applies to employees. It does not extend to contractors, freelancers, or agencies, even where the commissioning business has paid generously and the working relationship looks, day to day, a lot like employment.
For anyone who is not an employee acting in the course of employment, the default flips entirely. The creator, the freelance developer, the design contractor, the agency's individual designer, owns the copyright in what they create, from the moment it exists, regardless of who commissioned it or who paid for it. This is the point that catches out businesses that assume a straightforward commercial relationship, pay an invoice, receive the deliverable, automatically carries an ownership transfer with it. It does not.
Why paying the invoice is not the same as owning the work
It is worth being direct about this because it is the single most common misunderstanding in commissioned work: an invoice is evidence of payment for services rendered, not evidence of an ownership transfer. Payment can support an argument that an implied licence exists, permission to use the work for the purpose it was commissioned for, but a licence and an assignment are different things with very different consequences. A licence lets you use the work on agreed or implied terms. An assignment transfers ownership itself, meaning you become the copyright owner and can deal with the work as your own, licence it to others, modify it, and stop the original creator from using it in ways that conflict with your ownership.
Without a signed assignment, a business that commissioned and paid for a logo, a piece of software, marketing copy, or product design may find it has, at best, an implied licence to use that specific deliverable for the purpose originally discussed, and nothing more. The contractor remains free to reuse the same or similar work elsewhere, to license it to a competitor, or, in a genuinely contentious case, to argue that the business's use has exceeded whatever the implied licence actually covered.
What an assignment actually has to do
An assignment that does its job is not a single sentence saying "the IP belongs to the company." It needs a present assignment, transferring ownership now rather than promising to transfer it at some future point, since a promise to assign is a weaker legal position than an actual transfer and can leave ownership genuinely unclear if the promise is never formalised. It needs to identify what is being assigned with enough precision to be enforceable, whether that is copyright in specific software, a design, written content, or a defined bundle of deliverables from an engagement.
It also needs to deal with moral rights separately from economic rights. Certain moral rights, including the right to be identified as author and the right to object to derogatory treatment of the work, remain with the creator even after the economic copyright has been assigned, and under the Copyright, Designs and Patents Act 1988 these rights cannot themselves be assigned, only waived. An assignment that transfers copyright but says nothing about moral rights can leave a business owning the work on paper while the original creator retains rights over how it is used and credited. Warranties from the creator, confirming the work is original and free of third-party claims, and a further-assurance clause committing them to sign anything else needed to perfect the transfer later, complete the document. This is the same structure our IP assignment template guide sets out clause by clause, and it is worth reading alongside this article if you have not already, since that guide covers what the document should contain in full, while this one is about recognising when you need one at all.
When the assignment should actually happen
The cleanest point to get an assignment signed is before the contractor starts work, built into the consultancy agreement itself, so ownership transfers automatically as each piece of work is created rather than being negotiated retrospectively once the relationship has ended and the contractor's incentive to cooperate has weakened. Where that ship has already sailed, and the work already exists without a signed transfer, a standalone assignment covering the specific existing deliverables is the fix, and it is considerably easier to get signed while the relationship with the contractor is still active and cooperative than after it has ended.
Ownership at a glance
| Who created it | Default ownership |
|---|---|
| Employee, in the course of employment | Employer, automatically, under s.11 CDPA 1988 |
| Contractor, freelancer or agency | The creator, unless a signed assignment says otherwise |
| Paid contractor, invoice settled, no assignment | Still the creator, subject at most to an implied licence |
| Paid contractor, signed assignment in place | The commissioning business, from the date the assignment takes effect |
Why this matters beyond day-to-day use
A missing assignment rarely causes a problem while everything is quiet. It surfaces when the stakes rise, most often when an investor's lawyer works through a due diligence request and asks for the chain of title behind the company's core technology or brand, and the paper trail for a contractor engaged two years ago simply is not there. Our companion piece on what happens if you never got an IP assignment signed covers exactly what that gap costs and how it typically gets fixed under pressure, which is worth reading if you suspect this already applies to work your business is relying on.
Getting the assignment signed properly
Once you know an assignment is needed, whether before a new engagement starts or to cover existing work, our guide on drafting an IP assignment with AI covers building it through AI Legal Drafting, a live feature that assembles vetted England and Wales clauses rather than generating new legal wording, the distinction between assembled and invented clauses worth understanding first, and treat the output as a strong starting point given how much can ride on ownership being watertight. Send it for e-signature: electronic signatures are admissible for most commercial documents in England and Wales, with exceptions including deeds, wills, land transfers and lasting powers of attorney, so check that point specifically if the assignment needs to be executed as a deed. Keep the signed assignment in the same rooms as your other IP and contractor paperwork, where an investor's due diligence request will eventually expect to find it sitting alongside the engagement itself.
This article is written for England and Wales, where the Copyright, Designs and Patents Act 1988 sets the default ownership position described above. If your contractor is based elsewhere, or the work was created under another jurisdiction's law, the specific statute will differ, but the underlying question, does commissioning and paying for work actually transfer ownership, or does it require a separate signed transfer, is the same one to check against the law that actually applies.
Frequently asked questions
If I pay a contractor to build something, do I own it?
Not automatically. Under England and Wales law the creator generally owns the copyright in what they create unless they are your employee acting in the course of employment, or they have signed an assignment transferring it to you. Payment on its own typically supports an implied licence to use the work, not ownership.
What is the difference between an implied licence and an assignment?
A licence permits use of the work on agreed or implied terms, while the creator retains ownership. An assignment transfers ownership itself, so the business becomes the copyright owner and can deal with the work as its own. Businesses relying only on payment and an implied licence typically have far less control than they assume.
Does an employee automatically transfer copyright to their employer?
Yes, generally. Where a work is created by an employee in the course of their employment, section 11 of the Copyright, Designs and Patents Act 1988 makes the employer the first owner of the copyright, subject to any agreement to the contrary. This default does not extend to contractors or freelancers.
Can a contractor still claim rights over work even after signing an assignment?
Potentially, over moral rights specifically, such as the right to be identified as author. Moral rights cannot be assigned under the Copyright, Designs and Patents Act 1988, only waived, so an assignment should include a moral-rights waiver alongside the transfer of economic copyright.
When should an IP assignment be signed?
Ideally before the contractor starts work, built into the engagement itself, so ownership transfers as each deliverable is created. Where work already exists without one, a standalone assignment covering that specific work is the fix, and it is easier to get signed while the relationship with the contractor is still active.
Get the IP assignment signed
Close the ownership gap with a signed IP assignment, drafted from vetted England and Wales clauses and signed in the same place you drafted it. The free tier gives you three rooms and twenty-five active links, forever, with no card required; the AI drafter and e-signature start on Pro at £19 a month. Start for free and settle ownership before it becomes a question you cannot easily answer.
This article is general information, not legal advice. IP ownership and moral rights are fact-sensitive, and anything with real commercial value attached deserves review by a qualified adviser.
Sources
- First ownership of copyright, creator owns unless employee in the course of employment: Copyright, Designs and Patents Act 1988, section 11, https://www.legislation.gov.uk/ukpga/1988/48/section/11
- Moral rights, including the right to be identified as author, cannot be assigned, only waived: Copyright, Designs and Patents Act 1988, section 94, https://www.legislation.gov.uk/ukpga/1988/48/part/I/chapter/IV
- Electronic signatures and execution of deeds, witnessing requirement: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82