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A: Who owns the software created by a dissolved startup company?

David SiegelWhen a company is dissolved, someone takes over the company's asserts, often the creditors, or they may be sold for what they will bring. Failing anyone else, it may be the crown. Assuming that the copyright was in fact owned by the company (and not by someone else and merely licensed to the comp...

And if there is no trace of said agreement or contract, or there was none? At what point did the code change to be owned by the company instead of the original developer?
@RenegadeAndy That will depend on the circumstances, and the contents of any agreements or employment contracts, but in the absence of any specific agreements the copyright would be initially held by the company and never been owned by A. See my edited answer for sources and details.
Re US law: If the work is not a work-for-hire, then in theory 17 USC 203 can be applied after 35 years. In practice, it seems rather unlikely that 35-year-old software will be of substantial market value at that point, and also not be a work-for-hire (the small amount of very old software which is still in use today is mostly either hobbyist stuff, or highly specialized financial and military stuff), so this is largely just a footnote.
@Kevin Quite true, people tend to forget about the termination rights under 17 USC 203 . I have worked on some vintage financial and medical software that was more than 20 years old, but I don't think any was 35, and it was all corporate in any case so that provision did not apply.
Thanks all. So the owner in this case is likely to be the crown in the UK - as there was no selling of the company, etc. if that is the case, how do you get the rights back from the crown?
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@RenegadeAndy that is likely an even harder question
@RenegadeAndy for practical purposes, the easiest solution is for the directors to agree that the company sells A the assets for £1. There has to be some winding up of the company, even if it's just delisting it from Companies House, and if A was a director this should be straightforward to achieve. Unless it was a long time ago?
@RenegadeAndy, ...that folded company didn't owe debts? That's astonishing. (It's common for copyrights to be handed to a bank or other creditor, so they can try to resell them and recoup some subset of their investment; once my employer-at-the-time considered buying the IP of a competitor out of bankrupty, and the bank that owed it lent us that company's literal version control server to set up in our office to evaluate the software and decide if we wanted to purchase it -- we didn't; we were a Java-on-Linux shop; their code was Windows-specific C#; would have been more trouble than value).
...I've also had a place where the founder of company-A bought company-A's IP out of bankruptcy, and then used that IP to found company-B. That one was... a bit shady.
Did the author actually get payment for his work? That could make a difference.
@gnasher729 it makes no difference in the UK or the US if the creator was paid. It matters if the creator (who in the US would not be the author) was an employee, which normally involves payment, or was commissioned to do the work (which may or may not involve payment, or did it on his or her own without request. By default an employee's work is owned by the employer (WFH), unless a contract says otherwise. Commissioned work is owned by the creator unless a contract makes it WFH, and work not commissioned cannot be WFH, but might be sold to the company
@CharlesDuffy "that folded company didn't owe debts? That's astonishing." It's possible for businesses to fold because of cash flow issues leaving them unable to pay wages.
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@nick012000 Yes but most also have debts even if none are overdue.
@pjc50 the company is already dissolved - so who do you contact to transfer ownership of those assets?
@gnasher729 no payment was ever received.
@RenegadeAndy "Person A, who was a minority shareholder director of the company." : unless they've lost contact with all the other ex-directors, they should be able to find all the relevant people. And they'll be listed on companies house. Again it's not clear if this was a recent collapse or a much older one (low chance of success)
A company might have one customer who pays every month, and stops their contract. If the company sees no chance finding another customer, it would be reasonable to close business instantly.
Correct @gnasher729.
@pjc50 contact cannot be made! Where does the person move from here? Listing is on the site etc but contact is not successful with old directors. In this instance, how does one move forward. It cannot be a deadlock surely?
@RenegadeAndy It certainly can be a deadlock. If A does not have the rights, as apparently s/he does not, and cannot find the person or entity who does, then A cannot buy or license the rights. In IP law asking for permission and getting no answer is legally the same as getting the answer "No". If A knows the name(s) of the relevant person/people but does not have current contact info, then perhaps A could advertise for the info.
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@DavidSiegel and how do i query the UK 'Crown' to see if they own them? Wouldn't there be some kind of process when you shut the company which states what has hppened to the assets?
@RenegadeAndy I don't know. I presume there is some government department or office that handles escheated property (the technical term in such cases) but I don't know what it is. There should be some sort of documentation on what was done with teh company's assets, but I don't knmow where it would be available.It may not mention copyrights or IP specifically, they way well be lumped in with "other assets" or some other general category. Perhaps someone else will be able to advise on this. If there was a bankruptcy proceeding, there will be records associated with that.

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