Owning IP in an Estonian OÜ: EU Trademarks, Assignments and Getting the Rights Off Your Contractors
You paid three freelancers to build the product and a designer on a marketplace to make the logo, and nobody signed anything that mentions who owns the result. That gap stays invisible right up until a buyer’s lawyer or an investor’s due-diligence team asks your Estonian OÜ to prove its chain of title — and “we paid the invoices” is not the answer they’re looking for.
The short answer
Paying someone does not automatically give your OÜ the copyright in what they built — contractors keep the rights unless a written clause assigns them.
Employees are different: under Estonian law, economic rights in work made in the course of an employee’s direct duties transfer to the employer by default.
Moral rights (the right to be named as author, to object to distortion) generally cannot be assigned at all, only licensed or waived in limited ways.
A confirmatory assignment signed today can retroactively clean up work done by past freelancers, even years later — it is the standard fix for a messy history.
An EU trade mark through the EUIPO covers all 27 member states with one filing; the online basic fee is €850 for one Nice class, €50 for a second class and €150 for each class from the third onward (checked August 2026).
A trade mark stops others using a confusingly similar sign for similar goods or services — it does not stop a competitor building similar features or copying an idea that isn’t the brand itself.
What does “owning your IP” actually mean for an OÜ?
“Owning your IP” is really three separate legal boxes, and a founder usually only thinks about one of them. The first is copyright — in your source code, your website copy, your product photos, your app’s UI design. The second is trade marks — the legal protection for your company name, logo and any other sign customers use to recognise you. The third is confidential information, sometimes called trade secrets — your pricing logic, your customer list, your unreleased roadmap. Each box has different rules for who holds it and how you move it. EU trade marks are examined and registered by the EUIPO.
Copyright in code and content
Copyright arises automatically the moment original code, text or design is created — there is no registration for it, unlike a trade mark. The author (the actual human who wrote the code or drew the logo) is the first owner in almost every legal system, including Estonia’s. Whether that copyright ever reaches your OÜ depends entirely on the relationship between the company and the person who created it, and on what, if anything, was written down.
Trade marks in your name and logo
A trade mark is a registered right over a specific sign — a word, logo, slogan or combination — used to identify goods or services in the market. Unlike copyright, it does not arise automatically from use alone in most of the EU; you generally have to file and register it with an office such as the EUIPO or Estonia’s Patendiamet to get the strongest, easiest-to-enforce right. A logo you never registered is not “owned” in the trade mark sense, even if your designer assigned you the copyright in the artwork.
Confidential information and trade secrets
Confidential information is protected not by registration but by keeping it secret and treating it as secret — through NDAs, access controls and contract clauses. A freelancer who saw your pricing algorithm and never signed a confidentiality clause is not bound by one just because it feels obviously private. This is the box founders forget most often, because there is no certificate to point to and no filing deadline to miss.
Who owns work made by an employee versus a contractor by default?
The default rule strongly favours the employer over the contractor’s client — which is exactly backwards from what most founders assume. If you hire someone under an Estonian employment contract and the work falls within their direct job duties, the economic rights in what they create transfer to the employer automatically, without a special clause. If you hire the same person as a freelancer or agency under a contract for services, none of that automatic transfer applies, and the freelancer keeps the economic rights unless your contract explicitly assigns them to you.
Asset type | Who owns it by default | What you must do to fix it |
|---|---|---|
Code written by an employee (direct duties) | Economic rights transfer to the employer automatically under the Copyright Act | Keep the job description and employment contract on file — they are the proof the work was “in the course of duties” |
Code written by a freelance developer | The freelancer, unless the contract says otherwise | Add a written assignment clause in the freelance/services contract before or during the work |
Logo made on a design marketplace | The designer, or the marketplace’s own terms may set different rules | Check the platform’s terms for what is included, then get a separate written assignment from the designer |
Company name and logo as a brand (trade mark) | Nobody, until registered | File with the EUIPO (EU-wide) or Patendiamet (Estonia only) in your OÜ’s name |
Confidential business information (pricing, roadmap, customer data) | Whoever holds it, with no automatic duty of secrecy | Sign NDAs and add confidentiality clauses to every contractor and employee agreement |
Moral rights (attribution, integrity of the work) | Always the individual creator | Cannot be assigned outright; get a written waiver or licence for the specific uses you need |
Employees
For an employee, the key question in any dispute is whether the work was created “in the execution of direct duties”. If it was, the economic rights pass to the employer by operation of law, and the author keeps moral rights only. If the work falls outside the documented job description — a side project built on a weekend, for instance — the automatic transfer does not apply, which is why a clear, specific job description matters more than most employers realise. Notably, for computer programs and databases specifically, some Estonian legal commentary flags that employers may only receive an exclusive licence rather than full economic rights unless a separate assignment is put in writing — worth checking with a lawyer if your core product is the software itself.
Contractors and freelancers
A contractor who was simply paid for the work still holds the rights in what they made, because the automatic employer transfer only applies to employment relationships, not to contracts for services. This is the single most common gap founders discover during diligence: the developer who built the MVP for a flat fee, the freelancer who wrote the launch copy, the marketplace designer who drew the logo — none of them signed anything that says the company owns the output, so technically, they still do.
What does a working assignment clause actually have to do?
A clause that works has to do three specific things: identify the work being assigned, state clearly that economic rights are assigned, not merely licensed, and be signed by the actual creator (not just a project manager or agency owner who subcontracted the work to someone else). A vague line buried in an invoice — “all rights included” — is weak evidence next to a dedicated clause that names the deliverable and the rights being transferred.
Name the work specifically — the codebase, the logo files, the specific article — rather than a generic “all deliverables”.
Use the word “assign”, not just “license” or “grant permission to use” — a licence can be limited, revoked or expire; an assignment transfers ownership.
Cover future updates, not just the version delivered at signing, if the work will keep evolving.
Get the signature of the individual creator, especially when you contracted through an agency, studio or one-person marketplace seller.
Address moral rights separately with a specific waiver or licence for the uses you actually need, since these generally cannot be assigned outright.
An invoice that says “logo design, paid in full” proves you paid for a service. It does not, on its own, prove your company owns the copyright in the result.
Why moral rights are the exception
Moral rights — the author’s right to be identified as the creator and to object to distortion of the work — are treated across most of Europe, Estonia included, as personal to the individual and generally not transferable by sale or assignment. What you can get is a waiver or a licence covering specific practical uses: permission to modify the code without crediting the original author, for example, or to edit marketing copy freely. If your contracts are silent on this, a departing contractor could in theory object to how a piece is used or altered later, even after the economic rights were properly assigned.
What is the fix if your IP history is already messy?
The practical fix for a founder who already has three freelancers and a marketplace designer in the company’s past is a confirmatory assignment signed now. This is a short written agreement, signed by each person who created something for the company, confirming that all economic rights in the specified work are assigned to the OÜ, dated as of when the work was actually delivered rather than today. It cannot fix a case where the creator refuses to sign or can no longer be found — which is exactly why doing it now, while relationships are still good, is far easier than doing it during a funding round.
List every person who has ever been paid to build, design or write anything for the company, going back to day one.
For each one, check whether any existing contract already contains an assignment clause.
Where none exists, draft a short confirmatory assignment naming the specific deliverable and the date it was created.
Send it for signature before the relationship goes cold — a former freelancer who has moved on is far easier to reach now than in three years.
Store the signed copies with your company records, in the same place as your incorporation documents and contracts.
How does an EU trade mark actually work?
An EU trade mark (EUTM), filed through the EUIPO (the EU Intellectual Property Office), gives you a single registered right that covers all 27 EU member states with one application, one fee schedule and one renewal date. You choose one or more Nice classes, the international system that groups goods and services into 45 numbered categories (1–34 for goods, 35–45 for services) so offices and examiners can check your sign against existing marks in the same space.
The current fee structure
As checked in August 2026, filing an EU trade mark online through the EUIPO costs a basic fee of €850 for one Nice class, plus €50 for a second class, plus €150 for each additional class from the third onward. Filing by post instead of online costs more and is rarely worth it. There is no separate registration fee once the mark clears examination and opposition — the application fee is effectively the full cost of getting registered, aside from any legal or agent fees you pay to prepare the filing.
What a trade mark does and does not stop
A registered trade mark lets you stop others from using an identical or confusingly similar sign on the same or similar goods and services, and gives you standing to oppose new applications that clash with yours. It does not stop a competitor from building a similar product, copying a feature, or using a generic descriptive word your brand happens to include. Registration also does not enforce itself — the EUIPO does not police the market for you; you (or your lawyer) have to actively watch for conflicting applications and file oppositions or infringement claims yourself.
Should you register in Estonia only, or across the whole EU?
Register in Estonia only through Patendiamet if you sell exclusively to the Estonian market and have no near-term plan to expand; register an EU trade mark through the EUIPO if you sell online across the EU or expect to within the next few years, since one EUTM filing is usually cheaper than filing separately in several countries and gives you a single renewal date to track.
EU trade mark (EUIPO) | National registration (Patendiamet, Estonia) | |
|---|---|---|
Geographic coverage | All 27 EU member states under one registration | Estonia only |
Filing cost (as checked August 2026) | €850 for one class, €50 for the second class, €150 per class from the third onward, online filing | €145 for the first class, €45 for each additional class; no separate state fee for registration itself since a 2019 reform (1) |
Validity and renewal | 10 years from filing, renewable indefinitely | 10 years from filing, renewable indefinitely |
Use requirement | Must be put to genuine use somewhere in the EU within 5 years or it becomes vulnerable to revocation for non-use | Must be put to genuine use in Estonia within 5 years or it becomes vulnerable to revocation for non-use |
Best fit for | Founders selling or planning to sell across the EU, or building a brand meant to travel | Founders with a purely local Estonian customer base and no near-term expansion plan |
(1) Estonia abolished the separate state fee for the registration step itself for decisions made from 1 April 2019 onward; the filing fee above is what you actually pay to get the process started.
Should the OÜ hold the IP, or a separate entity?
For most early-stage founders, holding the IP directly in the operating OÜ is the simplest structure and the one investors expect to see at seed stage — a separate IP holding entity adds legal and accounting overhead that rarely pays for itself before there is real value to protect. Some founders with multiple ventures, or planning a future sale of the brand separately from the operating business, do put trade marks and core IP into a separate holding company that licenses them back to the OÜ. If you do that, the licence between the two entities has to be priced at arm’s length — the same rate an unrelated party would pay — because related-party transactions inside a group are subject to transfer-pricing scrutiny regardless of the size of either company.
What will a buyer’s or investor’s due-diligence checklist actually ask for?
An investor or acquirer’s lawyer will ask your OÜ to prove the chain of title for every material piece of IP, not just tell them it exists. Expect the request to look roughly like this, and expect it to arrive with a deadline attached, usually during exclusivity or right before a term sheet is finalised.
A list of every contractor, freelancer and agency who has ever built code, design or content for the company.
Signed assignment clauses or confirmatory assignments for each one, dated and matched to the specific deliverable.
Employment contracts and job descriptions for any employee whose work is claimed as company IP.
Registration certificates or application receipts for any trade mark, plus proof of renewal where applicable.
NDAs and confidentiality clauses covering anyone who had access to non-public business information.
Any licence agreements between group entities, with evidence the pricing is arm’s length.
Confirmation that no former co-founder, employee or contractor has an outstanding claim or dispute over ownership.
A gap in this list rarely kills a deal, but it slows it down and gives the other side leverage on price or terms — and it is avoidable with paperwork you could finish this month. This is general information, not legal advice; for a specific contract or live deal, get an Estonian IP lawyer to review the actual documents.
Frequently asked questions
Does my OÜ automatically own code written by a freelancer I paid?
No. Paying an invoice is not the same as an assignment of rights. Under Estonian law the automatic transfer of economic rights only applies to employees acting within their direct job duties, not to contractors, so a freelancer keeps the copyright unless your contract explicitly assigns it to the company.
What is the difference between an EU trade mark and an Estonian national trade mark?
An EU trade mark, filed once with the EUIPO, protects your sign across all 27 EU member states; an Estonian national trade mark filed with Patendiamet protects it only inside Estonia. The EU route costs more upfront but covers a much larger market with a single filing and a single renewal date.
How much does it cost to register an EU trade mark in 2026?
As checked in August 2026, the EUIPO’s online basic fee is €850 for one Nice class, plus €50 for a second class, plus €150 for each class from the third onward. Filing by post costs more, so almost everyone files online.
Can a trade mark stop a competitor from copying my product?
No, not directly. A trade mark protects your brand name, logo and other identifying signs against confusingly similar use, but it does not stop a competitor from building a similar feature set or business model — that would require a different kind of protection, such as a patent for a genuine invention, which most software products don’t qualify for.
Can I get moral rights assigned to my company along with the copyright?
Generally no. Moral rights, such as the right to be credited as the author, stay with the individual creator and cannot usually be sold or transferred outright. What you can get instead is a written waiver or licence covering the specific ways you intend to use and modify the work.
What is a confirmatory assignment and when do I need one?
A confirmatory assignment is a short agreement, signed after the fact, in which a past contractor confirms that the economic rights in a specific piece of work belong to your company. You need one whenever a freelancer, designer or agency built something for you without a written assignment clause in the original contract, which is common with marketplace hires and early informal work.
Does registering a trade mark in Estonia also protect my company name in the e-Business Register?
No, these are two separate systems. Registering your OÜ’s name with the e-Business Register only stops another company from registering the identical name in Estonia; it gives you no trade mark rights over your logo, slogan or brand as used in the market, which is why a separate trade mark filing matters even after incorporation.
Should a very early-stage startup bother with a trade mark at all?
It depends on how tied the business is to its brand and how soon you expect to sell outside Estonia. Many early founders reasonably wait until the product has traction, but waiting too long risks someone else registering a similar name first, especially once you start marketing internationally — a quick clearance search before you commit heavily to a name is worth doing even before you file anything.
Who owns IP created by a co-founder before the company was incorporated?
By default, the co-founder who wrote the code or built the design before incorporation, not the not-yet-existing company. This is one of the most common gaps founders discover during diligence, and the fix is the same confirmatory assignment approach — each pre-incorporation creator signs an assignment to the OÜ once it exists, dated back to when the work was actually done.
