IP Assignment in Nepalese Startups: Why the Company Should Own Everything Early

The default that breaks companies

Section 6 of the Copyright Act, 2059 (2002) vests copyright in the author — the natural person who created the work. Employment changes nothing by itself: no statute converts employee creations into employer property, and payment alone transfers nothing. The 'work for hire' doctrine familiar from US law has no Nepalese equivalent.

The practical default for an unassigned codebase, design system or content library: the individuals own it, and the company holds at most an implied licence to use it in the business — which it cannot sell, license onward, or enforce against infringers. The same logic applies to the device element of a trademark: a logo a freelancer built without an assignment is artwork the company does not own.

What a valid assignment must say

Economic rights — reproduction, adaptation, distribution, public communication, translation — are assignable in writing; moral rights (attribution, integrity) cannot be waived or transferred and are only respected. The instrument that works has a consistent shape:

Present-tense transfer — 'hereby assigns', not 'will assign' or a bare licence. Defined scope — works created in the scope of engagement plus business-related personal works. Future works — a standing capture that needs no re-signing per project. Consideration recited — salary or fee as the consideration for the assignment. Governing law — Nepal, anchored to the Copyright Act. Every clause that is missing becomes the argument someone else makes later.

Who signs an IP assignment in a Nepalese startup, and when

Founders, at formation — each founder's pre-incorporation work (the first codebase, the brand identity, the design files) assigned to the company as part of the contribution. A cofounder who leaves with their name on the IP is the dispute every Nepalese investor has seen. Employees, at joining — the assignment inside the employment agreement, not promised later. Freelancers and agencies, at contract signature — not 'upon payment'; their default ownership is total, with no implied licence even. Departed contributors, retroactively — executed now, while goodwill exists.

Recording the assignments: the register layer

Assignments create private ownership; recordals make it public. A trademark assignment is recorded at the Department of Industry for NPR 2,000 per mark — the recordal that makes the transfer effective against third parties, and the document any licensee, investor or buyer will ask for. Name and address changes on the register cost NPR 1,000 and should be recorded as corporate reality moves.

Copyright assignments need no registry, but the paperwork belongs in one chain-of-title folder per asset — assignment, employment agreement, registration certificate. The folder, not memory, is what diligence reads.

Why early beats late, every time

Assignment is one of the cheapest documents in a startup's life and the most expensive to retrofit under pressure. Diligence reads the chain of title first; gaps found there reprice the round. Enforcement requires standing — a company cannot sue over IP it does not own. Exits turn the chain into warranties; every missing signature becomes a closing condition. And disputes between founders arrive precisely when the goodwill needed for retroactive signatures is gone.

The rule that survives all of it: the company owns its IP from the day it has a company — one formation-day signing session covering founders, and assignment clauses in every contract since. Everything after that is maintenance, not rescue.