Saya & Associates
Who owns a startup logo in India? Agency, freelancer and trademark rights
The question comes up later than it should
You paid a design agency, approved the logo and launched the website. When an investor or acquirer asks who owns the artwork, the answer is not necessarily on the invoice.
A brand can involve several rights. Copyright protects the original artwork. A trademark protects the sign that distinguishes the business's goods or services.
Domain names, social-media handles, font licences and stock-image licences raise further questions. Payment for a design project does not answer all of them.
Who owns the copyright first?
Section 17 of the Copyright Act makes the author the first owner of a work, subject to exceptions. An employer owns work made by an employee in the course of employment under a contract of service, unless agreed otherwise.
The commissioning exception in section 17(b) covers only photographs, paintings, portraits, engravings and films made for payment at someone's instance. A logo drawn by an outside designer usually falls outside it.
So there is no safe universal rule. A freelancer does not always own the logo, and a paying client does not automatically own it either. How the work was made, and the agreement, decide it.
| Who created the logo | Usual first owner | What the startup needs |
|---|---|---|
| The startup's own employee, in the course of employment | The startup, as employer | Employment terms that confirm it |
| A design agency's employee | The agency | A written assignment from the agency |
| A freelancer engaged by the agency | The freelancer | An assignment from the freelancer, to the agency or directly to the startup |
| A freelancer engaged by the startup | The freelancer | A written assignment from the freelancer |
Ask who made each element and on what terms. One project may combine employees, freelancers and licensed third-party assets. An agency's promise helps little if it never obtained rights from the people who did the work.
What a valid assignment needs
Under section 19 of the Copyright Act, an assignment is valid only if in writing and signed by the assignor or a duly authorised agent. It must identify the work and specify the rights assigned, the duration and the territorial extent.
It must also state the royalty and any other consideration payable. Where the deed is silent, the Act fills the gaps, and the defaults may be narrower than a founder expects:
| If the assignment does not say | The Act provides | Provision |
|---|---|---|
| How long it lasts | Five years from the date of assignment | Section 19(5) |
| Where it applies | India only | Section 19(6) |
| When the rights must be used | The assignment lapses if the rights are not exercised within one year, unless the deed says otherwise | Section 19(4) |
A deed silent on duration and territory can leave a company with a five-year, India-only right to its own logo. That matters to any investor or buyer, and to any plan to trade abroad.
Read the signed document, not the proposal
Read the final signed document, not the proposal or invoice. Does it cover the approved logo, earlier concepts, adapted versions, icons, packaging artwork and future modifications?
Does it let the company reproduce, alter and use the work in every market where it plans to trade? If the agency keeps a portfolio-use licence, is that acceptable for a confidential launch?
Moral rights stay with the author even after assignment. Under section 57, the author can claim authorship and object to distortion or modification that would harm their honour or reputation.
Often the answer is a targeted confirmatory assignment rather than a dispute. The point is to close the chain before the logo becomes central to the company.
A trademark filing answers a different question
Under section 18 of the Trade Marks Act, 1999, a person claiming to be the proprietor of a mark used or proposed to be used may apply to register it. Choose the applicant, the mark and the goods or services deliberately.
Registering the logo as a trademark does not cure a defect in the copyright title to the artwork. Owning the copyright does not guarantee that the logo can be registered or used without conflicting with an earlier mark.
Run an availability search and assess the classes and markets before investing in packaging, signage and advertising. The Trade Marks Registry offers public search and register services online.
If an earlier owner objects after your application is advertised, see what to do after a trademark opposition notice.
What to ask the agency for
- Get the signed assignment. It should identify the work and state the rights, duration, territory and consideration.
- List every creator. Record who made each element and whether they were employees or freelancers.
- Close the chain. Obtain assignments from any freelancer the agency used, or a confirmatory assignment.
- Collect the source files. Keep the final artwork, working files and the earlier concepts the assignment covers.
- Separate licences from transfers. Note fonts, stock illustrations and software that are licensed, not owned.
- File the trademark. Search availability, then apply in the company's name for the right classes.
Keep all of it in one brand-rights file. It lets the team answer an investor's or buyer's ownership question without rebuilding the project from old chats.
Frequently asked questions
If I paid for the logo, do I automatically own it?
Not necessarily. Ownership depends on who created the work, on what terms, any statutory exception and the signed agreement. Confirm the copyright chain and the trademark position separately.
Does a copyright assignment have to be in writing?
Yes. Section 19(1) of the Copyright Act makes an assignment valid only if it is in writing and signed by the assignor or a duly authorised agent. An invoice or an approval email is unlikely to meet that requirement.
What if the assignment does not state its duration or territory?
The Act fills the gaps. The duration is deemed to be five years from the date of assignment under section 19(5), and the territory is presumed to be India under section 19(6).
Does registering the logo as a trademark make the company its copyright owner?
No. Trademark registration and copyright ownership are separate. Registration does not cure a gap in the copyright chain, and copyright does not guarantee the mark is registrable.
Can the designer object if we change the logo later?
Possibly. Section 57 of the Copyright Act lets the author object to distortion, mutilation or modification that would prejudice their honour or reputation, even after assigning the copyright.
The takeaway
Ownership of a logo is settled by paperwork, not payment. A signed assignment covering every creator, and a trademark filed in the company's name, answer the question before an investor asks it.
To review a brand's ownership chain, contact Saya & Associates.
This article provides general information as at 24 September 2026. Ownership and registrability depend on the work, the creators, the contracts and prior rights. It is not legal advice.