> ## Content Index > Fetch the complete content index at: https://blog.otoco.io/llms.txt > Use this file to discover other available public pages before exploring further. # How to Assign Your Intellectual Property to Your US LLC (2026 Guide) - URL: https://blog.otoco.io/how-to-assign-intellectual-property-to-us-llc-2026/ - Published: 2026-11-01T18:56:39.000Z - Updated: 2026-11-01T18:56:38.000Z - Description: Forming an LLC does not move your code, brand or domains into it. Here is how to inventory your IP, sign a written assignment, record trademarks and patents at the USPTO, and move accounts and onchain admin roles into company control. - Author: OtoCo - Tags: Guide, SEO, US LLC, Foreign Founders, Compliance, Crypto You formed a US LLC. But what makes it valuable, the code, the brand, the domain, the smart contracts, may still belong to you personally. Forming a company does not move any of that across on its own. Here is a plain-English 2026 guide to assigning your intellectual property to your US LLC when you run the company from outside the US. This guide is about ownership: who holds the rights and how to move them into the company cleanly. It is not about tax. How a transfer of property into a company is treated for tax is a separate question; talk to a qualified tax professional. It is also not legal advice; for valuable patents or complex deals, a qualified IP lawyer is worth the fee. OtoCo is software and admin support for forming and running US LLCs. > **Short answer:** List everything you built before and outside the company, then sign a written IP assignment that transfers it to the LLC by its exact legal name. Record trademark and patent assignments at the USPTO through Assignment Center, move accounts such as GitHub repositories, domains and onchain admin keys into company control, and keep the signed document with your company records. ## Why the company does not own your work by default US copyright law starts from a simple rule. Copyright "vests initially in the author or authors of the work" (17 U.S.C. § 201(a)). If you wrote the code, designed the logo or drafted the whitepaper yourself, you are the author, and you own it. There is an exception for a "work made for hire". The employer owns work prepared by an employee within the scope of their employment, and certain commissioned works if both sides agree in a signed written instrument (17 U.S.C. § 101 and § 201(b)). Work you did before the LLC existed cannot have been made for it, and the commissioned categories in § 101 are narrow. Software is not among them. The practical result: unless you sign something, your company may be running on assets it does not own. That matters when a partner or investor asks who holds the rights, or when a co-founder leaves. It also fits the wider habit of keeping you and your company apart, which we cover in [keeping your US LLC's liability protection](https://blog.otoco.io/how-to-keep-us-llc-liability-protection-separate-personal-business-money-2026/). ## What counts as IP for a founder Start with an inventory. For remote founders and crypto teams it often looks like this: - **Code:** application code, scripts, smart contracts, SDKs and the repositories they live in. - **Brand:** the product name, logo and any trademark application or registration. - **Content:** website copy, documentation, whitepapers and designs. - **Inventions:** any patent application or patent, and the know-how behind it. - **Accounts and handles:** domain names, app store listings, social handles, ENS names and the admin keys or multisig roles that control deployed contracts. Some are IP rights in the legal sense; others, like a domain or an admin key, are accounts or control. Both should end up with the company, but they move differently. ## The written assignment The core document is an IP assignment agreement, sometimes called a contribution and assignment agreement when you are also a member putting the IP into your own LLC. US law is clear that writing matters: - **Copyright:** a transfer of copyright ownership "is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed" (17 U.S.C. § 204(a)). - **Patents:** patents and applications "shall be assignable in law by an instrument in writing" (35 U.S.C. § 261). - **Trademarks:** assignments "shall be by instruments in writing duly executed", and a registered mark or pending application is assignable "with the good will of the business" (15 U.S.C. § 1060(a)). Delaware's LLC Act defines a member's "contribution" to include "any cash, property, services rendered" (6 Del. C. § 18-101). Your operating agreement should agree with whatever the assignment says. If you have not written one yet, see our guide to [writing an operating agreement for a US LLC](https://blog.otoco.io/how-to-write-operating-agreement-us-llc-2026/). ### What a good assignment covers - **The parties:** you as assignor, and the LLC as assignee, named exactly as on its Certificate of Formation. Our guide to [reading your Certificate of Formation](https://blog.otoco.io/how-to-read-us-llc-certificate-of-formation-2026/) shows where to find that name. - **What moves:** a schedule that lists the specific assets, plus a general clause for related work, so nothing falls through the gaps. - **All rights:** copyright, trademark rights with goodwill, patent rights, and the right to sue for past infringement, if that is what you intend. - **Further assurances:** a promise to sign any extra document needed to record or perfect the transfer later. - **Signatures and date:** you sign as the individual assignor, and you sign again for the company using a proper signature block. See [how to sign contracts on behalf of your US LLC](https://blog.otoco.io/how-to-sign-contracts-on-behalf-of-us-llc-2026/). Notarisation is not required for a copyright transfer to be valid (17 U.S.C. § 204(b)), but it can help as evidence. Our guide to [notarising US LLC documents online](https://blog.otoco.io/how-to-notarize-us-llc-documents-online-from-abroad-2026/) covers how. ## Recording trademarks and patents at the USPTO Signing the assignment transfers the rights between you and the company. Recording it puts the change on the public register, and the law gives you a reason to do it promptly. For both patents and trademarks, an assignment is void against a later purchaser for value without notice unless it is recorded at the USPTO within three months of its date, or before that later purchase (35 U.S.C. § 261; 15 U.S.C. § 1060(a)(4)). The USPTO now handles this through **Assignment Center**, which replaced the older EPAS and ETAS systems. You need a USPTO.gov account with two-step verification. You complete a cover sheet and upload the signed document. The USPTO's rules list what the cover sheet needs, including the name of the party conveying the interest, the name and address of the party receiving it, the application or registration numbers, the execution date and, for trademarks, the entity type and citizenship of the receiving party (37 CFR § 3.31). There is a recording fee on the current USPTO fee schedule. For trademarks, the USPTO says to expect a notice of recordation or non-recordation in about seven days, and to check the owner details in TSDR afterwards. One trademark nuance: an intent-to-use application generally cannot be assigned before use has been shown, except to a successor to the ongoing business it relates to (15 U.S.C. § 1060(a)(1)). If your mark is still at that stage, get advice on timing. For more, read [how to trademark your US LLC's brand as a non-resident](https://blog.otoco.io/how-to-trademark-us-llc-brand-non-resident-2026/). ## Copyright recording is optional but useful Copyright transfers can be recorded at the US Copyright Office too (17 U.S.C. § 205). Recording gives public notice when the work is registered and clearly identified (§ 205(c)). Most early-stage software is never registered, so many founders simply keep the signed assignment safe. ## Move the accounts and the keys Paper moves the rights. Control sits in accounts, and those need to follow. ### GitHub and code hosting GitHub lets you transfer a repository from your personal account to an organisation, keeping issues, pull requests and commit history with old links redirected. You need admin access to the repository and permission to create repositories in the organisation. Keep in mind that a GitHub organisation is an account, not a legal entity. Moving the repository changes who controls it on GitHub; the written assignment is what moves ownership of the code to the LLC. ### Domains, handles and app listings Update the registrant on each domain to the LLC's legal name, using your registrar's change-of-registrant process, and keep the login under a company email. If you publish apps, see [publishing on the Apple App Store as a US LLC](https://blog.otoco.io/how-to-publish-apple-app-store-us-llc-outside-us-2026/). ### Crypto founders: contracts and admin roles For onchain projects, ownership of the code is one thing and control of deployed contracts is another. List every contract with an owner, admin or upgrade role, and move those roles to a wallet the company controls, usually a multisig, once you have tested the process. Do the same for ENS names and treasury wallets. Keep each transaction hash with the signed assignment. Our guides to [setting up a multisig treasury](https://blog.otoco.io/how-to-set-up-multisig-treasury-us-llc-2026/) and [what an onchain LLC means](https://blog.otoco.io/onchain-llc-what-it-means-to-own-a-company-in-your-wallet/) go deeper. ## Co-founders and contractors If two or more people built the product, each of them needs to assign their part. The authors of a joint work are co-owners of the copyright (17 U.S.C. § 201(a)), so one founder signing alone does not move the other's share. Every co-founder should sign before the company relies on the work. See [forming a US LLC with co-founders in different countries](https://blog.otoco.io/how-to-form-us-llc-co-founders-different-countries-2026/). Going forward, every contractor agreement should include an IP assignment to the company, because most contractor software will not count as work made for hire. Get it signed before work starts. ## Keep the record Store the signed assignment, its schedule, any USPTO notices of recordation, screenshots of account transfers and the transaction hashes in one folder with your company records. If you ever [transfer ownership of your US LLC](https://blog.otoco.io/how-to-transfer-ownership-us-llc-non-resident-2026/), this file is part of what you hand over. ## How OtoCo fits OtoCo forms Delaware and Wyoming LLCs online for founders anywhere in the world, as Instant Series LLCs from $99/year or Standalone LLCs from $299/year on public pricing. The dashboard keeps your company documents in one place, so your legal name and signed records stay to hand, with AI assistance for routine company operations. That is software and admin support, not legal advice. ## FAQ ### Does forming an LLC transfer my existing code to it? No. The LLC owns what is assigned to it in writing or created for it on terms that give it ownership. Work you did before formation stays yours until you sign an assignment. ### Can I assign IP to my own LLC? Yes. You sign once as the individual assignor and once for the company as assignee. ### Do I have to record the assignment? Recording is not what makes a transfer valid between you and the company. For trademarks and patents, recording at the USPTO within three months protects the company against a later purchaser who had no notice, so it is worth doing promptly. ### Does moving my GitHub repo to an organisation transfer ownership? It transfers control on GitHub. Legal ownership of the code moves through the signed assignment to the LLC. ### Are there tax consequences to assigning IP? Tax treatment is a separate question; talk to a qualified tax professional. ## Bottom line Your company is worth what it owns. Make the inventory, sign one clear written assignment, record trademarks and patents at the USPTO, and move the accounts and keys into company control. Do it early, while it is simple. Form or manage your US LLC at [otoco.io](https://otoco.io/?utm%5Fsource=blog&utm%5Fmedium=organic&utm%5Fcampaign=seo&utm%5Fcontent=how-to-assign-intellectual-property-to-us-llc-2026).