The Cofounder IP Agreement in Nepal: Putting the Startup's Assets Inside the Company
A cofounder IP agreement puts the startup's code, brand and designs inside the company. What founders in Nepal must sign at incorporation, before the dispute.
Two founders, one garage in Baneshwor, one app that works. The technical founder wrote the code before the company existed; the other designed the brand. Then an investor's first question lands: the company owns all of this — right?
Under Nepal's creator-first rules, the honest answer without signed contribution agreements is no. The founders own it. The company they just incorporated owns nothing.
In short
A cofounder IP agreement is the instrument that moves each founder's pre-incorporation work — code, designs, brand assets, content — into the company by written assignment, because Nepal's Copyright Act vests rights in the individual creator and there is no work-for-hire doctrine to do it automatically. The agreement is signed at or before incorporation, lists the contributed assets specifically, covers future works created for the company, and pairs with trademark filings so the brand the startup is building sits on the register in the company's name. Skipping it does not lose the assets today; it loses the company at the first funding round, co-founder departure or product dispute.
Why the company owns nothing on day one
The Copyright Act, 2059 (2002) vests copyright in the author — the natural person who created the work. The Technical founder's codebase, the design founder's logo, the marketing founder's content library: each belongs to its human creator until a written assignment moves it. Incorporation changes nothing; the company is a separate legal person holding whatever was contributed to it, which by default is registered capital and goodwill.
The gap stays invisible until a counterparty checks. Investors run IP diligence and ask for the chain of title; acquirers price the gap; and in a co-founder dispute, the departing founder discovers that the codebase is legally theirs — a negotiation position no vesting schedule fixes retroactively.
What the contribution agreement contains
- The contributed assets, listed — repositories, design files, brand assets, content, domains, social handles — specifically, not 'all IP'
- Present-tense assignment — 'the Founder hereby assigns to the Company all right, title and interest…' in the listed works and in future works created for the company
- Future works capture — everything created during founderhood that relates to the business, without re-signing per feature
- Consideration recited — the founder's equity as consideration for the assignment
- Third-party materials disclosed — open-source licences, stock assets, borrowed code — listed so the company knows what it holds on what terms
- Post-departure cooperation — confirmations and recordals the company may need after a founder exits
The cofounder signing sequence for a new startup
Sign at incorporation, not at the first raise
The contribution agreements are signed alongside the incorporation papers — before customers, before employees, before the codebase becomes a dependency. Retroactive versions fix older startups, but the clean version costs nothing extra at day one.
File the trademark in the company's name
The brand the startup is building should be filed at the Department of Industry in the company's name — NPR 1,000 per class to file, NPR 5,000 to register — because the register, like the copyright law, follows the named owner. A brand filed in a founder's personal name is a company asset on paper only.
Screen the brand before the filings
Run the name and logo against the register before the company adopts them — a conflict found at incorporation is a rename; a conflict found at the raise is a rebrand with investors watching.
Build the chain-of-title file
One folder per asset: the contribution agreement, the assignment, the registration certificate, the version history. Diligence reads the folder, not the story.
The departure scenario the agreement is really for
| Situation | With the agreement | Without it |
|---|---|---|
| Founder exits amicably | Assets stay; cooperation clause covers sign-offs | Ownership of their contributions is ambiguous |
| Founder exits in dispute | Assignment already executed — nothing to renegotiate | The founder legally holds their code, designs or content |
| Investor diligence | Clean chain; the question is answered in a page | The most common finding in Nepalese startup diligence |
| Founder dies or disappears | Assets remain with the company | The works pass to heirs; the company negotiates with a stranger |
Beyond copyright: the rest of the founder IP stack
The contribution agreement handles copyright — the code, the content, the designs. The stack has more layers: the trademark registrations (renewed on their 7-year cycle in the company's name), the trade secrets the founding team agreed to keep (confidentiality obligations that survive departure), and the employment-style assignments every early hire signs so the company's next ten contributors inherit a clean structure rather than the founders' mistakes.
None of it is expensive. The agreements are pages; the filings are NPR-denominated and small. What is expensive is the same stack reconstructed under deadline — during diligence, during a dispute, or during the departure that was never discussed.
Want this handled for your brand?
IP Watch monitors new trademark publications in Nepal and alerts you to potentially conflicting marks — with the context needed to review them.
This article is general information, not legal advice.