Who owns a work created in France?
The person who created it. Under article L111-1 of the French Intellectual Property Code (Code de la propriété intellectuelle), checked October 2026, the author holds an exclusive property right in a work by the mere fact of its creation. A contract for services, or an employment contract, does not displace that right, save for the exceptions the Code provides.
By the mere fact of creation
There is nothing to file. A work is deemed created, disclosed or not, by the mere realisation of the author’s conception, even unfinished (article L111-2). The INPI guide to copyright, published by the French industrial property office on 9 December 2024, puts it plainly: protection from birth, with no formality.
To prove the date, the INPI’s e-Soleau service timestamps files, from 15 euros for up to 50 MB plus 10 euros per further 50 MB, for five years (page published 14 January 2025, checked October 2026). It proves a date; it moves no right. The short version is in the guide to doing business in France.
What the Code protects
Every work of the mind, whatever its genre, form, merit or purpose (article L112-1). Article L112-2 lists, among others, writings, drawings, graphic works, photographs, audiovisual works and software with its preparatory design material: a logo, a website’s copy, a product video and a code base all fit.
The Code gives no general definition of originality, a word it uses for titles (article L112-4); the INPI adds that copyright protects the concrete expression of a creation, not ideas. For software, EU law states the test: a program is protected if it is original, in the sense that it is its author’s own intellectual creation (article 1(3) of Directive 2009/24/EC on the legal protection of computer programs).
Moral rights stay, economic rights move
Moral rights protect the author’s name, authorship and the integrity of the work; they are perpetual, inalienable and imprescriptible (article L121-1), so no contract transfers them. Economic rights are the right of representation, communicating the work to the public, and the right of reproduction, fixing it materially (articles L122-1 to L122-3). Any reproduction or representation without the author’s consent is unlawful (article L122-4). These rights last for the author’s life, then the year of death and seventy years more (article L123-1), and they are what an assignment moves.
Does “work for hire” exist in French copyright?
Not as a general rule: nothing hands a commissioned work to whoever paid for it. Two exceptions concern a business: software written by employees and collective works. Two more are special: a journalist’s contract with a press employer assigns the rights in work for that title unless otherwise stipulated (article L132-36), and a State employee’s works pass to the State as strictly necessary for a public service mission (article L131-3-1).
Read the diagram from left to right: who made the work, who holds the rights by default, what moves them. A freelancer, an agency or an employee outside software keeps the rights until a written assignment transfers them; employees’ software vests in the employer; a collective work belongs to the company that discloses it. Moral rights never move.
Software written by employees
Unless statutes or stipulations provide otherwise, the economic rights in software and its documentation created by employees in the exercise of their duties, or following their employer’s instructions, vest in the employer, which alone may exercise them (article L113-9). Directive 2009/24/EC sets the same rule across the Union (article 2(3)). The rule covers economic rights only, employees only, and software and its documentation only: not a freelancer’s code, nor the logo or the blog posts an employee produces.
Collective works, a narrow exception
A collective work is created on the initiative of a person or a company that edits, publishes and discloses it under its direction and its name, and in which the authors’ contributions merge into the whole, so that no distinct right over the result can be attributed to any of them (article L113-2). Unless proven otherwise, it belongs to the person under whose name it is disclosed, who holds the author’s rights (article L113-5).
These conditions describe how the work was made; a contract calling it collective does not meet them. Created together outside those conditions, a work is one of collaboration, owned in common by its co-authors (article L113-3). A logo drawn by one designer is neither: it is the designer’s (article L111-1).
What must an IP assignment agreement say?
Each right it transfers, and the limits of each. Contracts that transmit author’s rights are made in writing (article L131-2), and each right assigned is mentioned separately, with its field of exploitation defined as to extent and purpose, place and duration (article L131-3). An invoice marked “all rights to the client” names none of this.
| What the clause says | Why the Code requires it | Article |
|---|---|---|
| Each right, named: reproduction, representation, adaptation | Each is mentioned separately; representation does not carry reproduction | L131-3, L122-7 |
| The uses: website, print, packaging, trademark filing | Even a total assignment stops at the uses provided | L131-3, L122-7 |
| The territory | Its field is defined as to place | L131-3 |
| The duration | Its field is defined as to duration | L131-3 |
| The works, identified | A global assignment of future works is void | L131-1 |
| New forms of exploitation | Express, with a share in the profits | L131-6 |
| The price | Proportional, or a flat fee in a listed case | L131-4 |
| The form | A written contract | L131-2 |
Future works and new uses
A global assignment of future works is void (article L131-1): with an agency delivering over months, assign each identified deliverable. A clause on forms of exploitation not foreseeable or not provided for at signature must be express and grant a corresponding share in the profits (article L131-6), which the “all media now known or later invented” clause of English-language templates rarely does.
The price of the rights
The assignment gives the author an appropriate remuneration, proportional to the revenue from the sale or exploitation of the work (article L131-4, in force since 17 February 2024, checked October 2026). A flat fee is lawful only where:
- a proportional share cannot in practice be calculated or checked, or doing so would cost out of proportion with the result;
- the author’s contribution is not an essential element of the work, or its use is only accessory to the object exploited;
- the rights assigned are rights in software, or another case of the Code applies.
For a logo or website copy, the contract names the case that justifies a flat fee. An author who suffers a loss of more than seven twelfths through lesion or an underestimate of the proceeds can still ask for the flat price to be revised (article L131-5), except authors of software.
What changes for software?
Code written by employees vests in the employer, the moral right shrinks, and the lawful user keeps rights no contract removes. Freelance or agency code still needs an assignment, at a flat fee if agreed (article L131-4).
What the author of software controls
The author controls the permanent or temporary reproduction of the program, even when merely running it requires one; its translation, adaptation or any other modification; and its placing on the market (article L122-6). The ideas and principles behind it, interfaces included, are not protected (article 1(2) of Directive 2009/24/EC). Unless the contract is more favourable to the author, the author cannot oppose a modification by the assignee that harms neither honour nor reputation, nor withdraw the work (article L121-7).
What a user may do without asking
Without authorisation, a lawful user may do what using the program for its purpose requires, error correction included unless reserved by contract; make a necessary backup copy; observe, study and test it; and decompile it for interoperability within strict conditions (article L122-6-1). A clause contrary to the last three is null and void.
Licence or assignment?
An assignment makes your company the holder of the rights; a licence leaves them with the author or vendor and authorises defined uses. Code written for your product calls for an assignment, a tool you use for a licence, and SaaS terms are a subject of their own. The governing law of a contract with a foreign provider is explained in the guide to doing business in France.
Who owns your logo, and can you register it as a trademark?
The designer owns the drawing until it is assigned; your company owns the trademark once it is registered in its name. Two rights sit in one sign, and the first can defeat the second.
Copyright in the drawing, a trademark in the register
The drawing is a graphic work, protected from its creation (article L112-2); the trademark is acquired by registration, for ten years renewable indefinitely (article L712-1). Copyright is one of the earlier rights that bar a valid registration and make a registered mark liable to be declared null (article L711-3, I, 6°), by a court or by the INPI (article L714-3). An EU trade mark is likewise declared invalid where a copyright allows its use to be prohibited (article 60(2)(c) of Regulation (EU) 2017/1001).
The action for nullity has no limitation period, but a holder who knowingly tolerated the use of the registered mark for five consecutive years loses it, unless the filing was made in bad faith (articles L716-2-6 and L716-2-8).
Assign first, then file
File the logo after the assignment, in the name of the company that holds it, with trademark filing among the assigned uses and the territories where you will file. The search for earlier rights is in the guide to EU and French trademark searches, the filing in the guide to EU trade mark registration. A mark filed in a founder’s name moves to the company by a written transfer, on pain of nullity (article L714-1).
Who owns what your employees create outside software?
The employee. An employment contract does not displace the author’s right (article L111-1). Outside software (article L113-9) and press journalists (article L132-36), the brochure, the photographs and the articles an employee produces stay theirs until assigned, under the same rules as any assignment.
What a clause in the employment contract can do
The Code sets the limits of an assignment clause in an employment contract: a global assignment of future works is void (article L131-1), and each right is named with its extent, purpose, place and duration (article L131-3). A clause assigning everything the employee may ever create runs into the first rule; a clause tied to works created in defined duties, naming rights and uses, follows the second. An assignment for each significant work, once delivered, leaves less to interpretation.
A written employment contract is drafted in French, and the employer cannot rely, against an employee they would harm, on clauses of a contract concluded in breach of that rule (article L1221-3 of the French Labour Code, Code du travail): an assignment clause in an English-only contract is exposed. Inventions follow their own rule: those made in an inventive mission, or in research explicitly entrusted, belong to the employer, which owes additional remuneration (article L611-7).
What do investors and buyers check before they sign?
That the company owns what it sells: each asset traced back to its author, with the document that moved the rights. This is the chain of title.
Chain of title, asset by asset
- Code. Employees are covered by article L113-9; freelancers and agencies only by an assignment. Founders keep code written before the company existed until they transfer it, since a company acquires legal personality on registration. Open-source components are used under their own licences.
- Logo and brand. The designer’s assignment, then a mark in the company’s name, any transfer recorded in the national register of trademarks to be invoked against third parties (article L714-7).
- Content. Texts, photographs and videos, each with an assignment whose uses match the use actually made.
Gaps you can still close
Most close with a signature: an assignment from the author, and a recorded transfer for a mark filed in the wrong name. The harder cases are the author who cannot be found or will not sign, and a use that already exceeds the assignment, unlawful without consent (article L122-4). Found early, a gap is a document to sign; found in the buyer’s review, it becomes a negotiation.
Concord drafts the IP assignment agreement that moves code, brand, designs and content into your company, the software and SaaS licence when you license rather than own, and runs the IP audit before a fundraising or a sale that maps who created what. The rest of a French set-up is in the guide to doing business in France. If a freelancer, an agency or an employee made something your company relies on, tell us who made it and what you use it for.