Intellectual property checklist for a business sale
An intellectual property checklist for a Canadian business sale covers confirming who actually owns the trademarks, domain names, copyrighted material and trade secrets a business relies on, whether registrations are current, and whether every person who ever created that material signed a written assignment to the company — the gaps that most often surface only after a buyer starts asking questions.
Reviewed
Intellectual property is easy to overlook in a small business sale because it rarely sits in a single obvious file the way a lease or a financial statement does, but a gap in ownership can be one of the harder problems to fix once a deal is already moving. This checklist covers the intellectual property audit a seller or buyer should work through, distinct from the sector-specific code and software review covered in Deavo’s software business buyer checklist.
Confirm who actually owns it, on paper
Confirm the business name, key trademarks and any logos are registered to the corporation, not to the owner personallyIt is common for a trademark or business name to be registered in an individual’s name from the early days of a business and never updated, which means it will not transfer automatically with a straightforward sale unless that is fixed first.
Confirm the domain name and any social media accounts tied to the brand are registered under the corporation’s control, with recovery access documentedA domain or social account tied to a personal email address, with no documented recovery method, can leave a new owner locked out of a brand’s established online presence if the seller becomes unreachable.
Where the business has registered patents, trademarks or copyrights, confirm the registrations are current and check for any lapsed renewalA lapsed registration can mean the protection a seller believes is in place has quietly expired, and re-registering is not always as simple as filing again, particularly if someone else has moved in the meantime.
Trace the assignment chain
Confirm every founder, employee and contractor who created material used in the business signed a written assignment of intellectual property rightsA missing assignment from even one early contractor or freelance designer can mean that person, not the company, still legally owns part of what the business relies on — a gap that is often expensive to fix once discovered.
Ask specifically about any material licensed from a third party, and confirm the licence is transferable and in good standingA logo, font, image library or software component licensed under terms that do not permit transfer can become a legal problem for a new owner the moment ownership changes, even if nothing about how it is used changes at all.
Protect what is not formally registered
Identify what the business treats as a trade secret — a recipe, a process, a customer list — and confirm how it has actually been protectedTrade secret protection generally depends on the business having taken real steps to keep the information confidential, and a business with no confidentiality agreements or access controls around its "secret" process has a weaker claim to protecting it than it assumes.
Confirm confidentiality and intellectual property assignment terms are included in current employee and contractor agreements, not just historical onesAn agreement that covered IP assignment for early hires but was never updated for later ones leaves a gap for exactly the newer work a buyer may value most.
Ask whether the business has ever received a cease-and-desist letter or infringement claim, or sent one to another partyA past dispute, even one that was resolved quietly, tells a buyer something about how exposed the brand or product may be to a future claim, and it is worth understanding before relying on the current state of things.
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.