Startup IP Legal Checklist for India: Patents, Brands, Code, Contracts and Trade Secrets

Two founders in Pune have a working prototype, factories willing to pilot it and an investor meeting next month. A freelancer in Indore wrote the firmware, the dashboard code sits in one co-founder's personal GitHub account, and the brand name was chosen over chai. Nobody has signed anything.

Most early teams are here, and it is fixable in a few weeks if you start before the investor's lawyers do. This startup IP legal checklist for India covers what to do before incorporation, at incorporation, before launch and before fundraising, and the law that decides who owns the code, the brand and the invention.

Quick answer

Get every piece of IP into the company in writing, then register what needs registering before you show it in public. Founders should sign assignment deeds for pre-incorporation code, designs, brand and inventions: section 68 of the Patents Act and section 19 of the Copyright Act both require writing. By default, copyright in work made under a contract of service goes to the employer; a freelancer keeps it unless they assign it. File trademarks in the right classes (₹4,500 per class e-filing for startups and small enterprises), file a provisional patent before demos, and keep an open-source register. DPIIT-recognised startups pay 80% less in patent fees and can request expedited examination.

The checklist, stage by stage

Print this, tick it off, and keep the signed paper in one folder. Each row is what an investor's counsel will expect to see.

Reading this at the fundraising stage with gaps in the earlier rows? Fix them in this order: ownership first, filings second, housekeeping last. It is the sequence we follow in our startups and companies work.

Founder IP: move it into the company, in writing

Whatever a founder created before the company existed belongs to the founder. Incorporation does not move it. The code from final year, the logo your co-founder drew, the invention sketched while still in a job: each needs a written assignment to the company.

Patents and inventions

Section 68 of the Patents Act, 1970 says an assignment of a patent, or of any interest in one, is not valid unless it is in writing, in a document setting out all the terms, and duly executed. If a founder has already filed personally, record the change: Form 6 for a pending application, Form 16 for a granted patent. An unrecorded document cannot be used as evidence of title before the Controller or a court unless they direct otherwise (section 69(5)).

A company filing as assignee must furnish proof of its right to apply with the application or within six months (section 7(2) and rule 10). Sign the deed before filing and the issue never arises.

Copyright in code, designs and content

Section 19 of the Copyright Act, 1957 requires an assignment in writing, signed by the assignor, identifying the work, the rights, the duration and the territory, and stating the royalty or other consideration. The defaults are where founders get caught:

• No period stated: the assignment is deemed to last five years (section 19(5)).
• No territory stated: it is presumed to extend only within India (section 19(6)).
• Rights not exercised within a year: the assignment is deemed to lapse unless the document says otherwise (section 19(4)).

So a one-line "I assign all my IP to the company" is weak. A proper deed says worldwide, for the full term, excludes the section 19(4) lapse and names a consideration, even a nominal one. Future works can be assigned too, taking effect when they come into existence (section 18).

Co-founder exits

The co-founder who leaves in month nine is usually the one whose code is still in production. If their assignment was signed at incorporation, the exit is a share question for the vesting terms. If not, you are negotiating for your own product with someone who has just walked out. Collect signatures while everyone is still friends.

Employees, interns and freelancers

Section 17 of the Copyright Act makes the author the first owner of copyright. The main exception is work made in the course of employment under a contract of service, which belongs to the employer unless agreed otherwise. A freelancer or agency works under a contract for services, so they own what they make for you unless they assign it in writing. Paying the invoice transfers nothing. Interns sit in a grey zone, so take a written assignment from them too.

The Patents Act has no equivalent default for employee inventions, so ownership turns largely on the contract. Every employment letter should include:

• an assignment of IP made in the course of work or with company resources, including inventions, and a duty to sign filing papers later;
• confidentiality that survives the end of employment;
• a schedule of the employee's prior inventions, which are excluded;
• return of code, documents, devices and credentials on exit.

Don't build your protection on a non-compete. Section 27 of the Indian Contract Act, 1872 makes agreements in restraint of a lawful profession, trade or business void, with a narrow exception for the sale of goodwill. The Supreme Court upheld a restriction operating during employment in Niranjan Shankar Golikari v. Century Spinning and Manufacturing Co. (1967), and in Percept D'Mark (India) Pvt Ltd v. Zaheer Khan (2006) confirmed that restraints operating after a contract ends are void. Once someone leaves, the assignment and the confidentiality clause are what protect you.

Your brand: name, classes, domain and handles

Search before you print anything: the Trade Marks Registry for identical and similar marks in your classes, then the market for unregistered use. Our guide to trademark search in India sets out the method.

File in the classes you actually trade in. A SaaS product usually needs Class 42, plus Class 9 for downloadable software or a device. The official e-filing fee for Form TM-A is ₹4,500 per class for an individual, startup or small enterprise and ₹9,000 per class for everyone else, according to IP India's fee schedule. If a founder has already filed in their personal name, assign the mark to the company and record it with Form TM-P under section 45 of the Trade Marks Act, 1999.

Under section 16 of the Companies Act, 2013, a registered trademark owner can apply to the Regional Director, within three years of your incorporation, for a direction that you change a company name too nearly resembling their mark, so check the register before reserving the name. And domain names are protected much like trademarks, as the Supreme Court held in Satyam Infoway Ltd v. Sifynet Solutions Pvt Ltd (2004). Register the .in and .com and claim social handles the same day, in company accounts.

Patents and designs: file before you show

For an invention, the order is: file, then pitch, demo and publish. India's grace period is narrow. Section 31 of the Patents Act protects disclosure at a government-notified exhibition or in a paper read before a learned society, if you file within twelve months. A demo day, a LinkedIn video or a forwarded pitch deck is not covered. A provisional specification fixes your date at modest cost; the complete specification must follow within twelve months (section 9(1)).

DPIIT recognition changes the cost. Recognised startups pay the same official fees as natural persons and small entities, a fifth of the standard rate:

Claim the status with Form 28 and the recognition certificate. Being a startup is also a ground for expedited examination under rule 24C. Under DPIIT's notification of 4 February 2026, an entity is a startup for up to ten years from incorporation if turnover has not crossed ₹200 crore in any year; deep tech startups get twenty years and ₹300 crore. An application a founder filed as a natural person can move to a startup or small-entity company without paying a fee difference (rule 7(3)). The full costing is in our guide to the 80% patent fee rebate for startups, and our patent filing for startups service covers drafting through examination.

The SIPP scheme, under which the government paid empanelled facilitators for startups' patent, trademark and design work, was last extended to 31 March 2026. As of early October 2026, IP India's SIPP page shows no further extension. The fee concessions above sit in the Patents Rules and are unaffected, but don't budget on free facilitation until a fresh notification appears.

For hardware and consumer products, add a design registration for the shape and look of the device. A design must be new and undisclosed at filing, so file first here too; startups pay the lower design fee. A patent protects how the product works, a design how it looks, and hardware startups often need both.

Code, open source and trade secrets

Copyright in code arises automatically, so the real question is ownership, covered above. Registering the core product with the Copyright Office is optional, but the certificate is useful evidence.

Open source is where many diligence findings sit. Permissive licences such as MIT, Apache 2.0 and BSD mostly ask for attribution. Copyleft licences ask for more: distribute software containing GPL code and the combined work generally has to be released under the GPL, with source. Firmware shipped on a device is distribution. For pure SaaS, watch the AGPL, which reaches users interacting with the software over a network.

Keep a software bill of materials (SBOM): every component, version and licence in the product, generated by a scanning tool in your build pipeline. CERT-In's SBOM guidelines, first issued in October 2024, are aimed mainly at the public sector, government, essential services and software exporters, but large customers may ask for one too.

Trade secrets have no statute in India. The Law Commission recommended one in its 289th Report in 2024; until Parliament acts, protection rests on contract and the law of confidence. That means NDAs, access controls and a written list of what the secrets are: model weights, supplier pricing, process parameters. If you can't name it, you will struggle to protect it.

Personal data: one diligence item you cannot skip

The Digital Personal Data Protection Act, 2023 is coming into force in phases. The DPDP Rules, 2025 were notified on 13 November 2025: the Data Protection Board provisions applied at once, consent manager registration follows in November 2026, and most business obligations (notice, consent, security safeguards, breach reporting) apply from May 2027. A reported proposal to shorten that window has not, as far as we can find, been notified. Penalties can go up to ₹250 crore for failing to take reasonable security safeguards. Expect investors to ask for a data map, privacy notice and processor contracts alongside the IP file.

The IP data room investors ask for

A fund's diligence list usually asks for some version of the following. Build it before you are asked.

1. IP schedule: every patent, design, trademark and copyright filing, with number, status, owner and next deadline.
2. Chain of title: founder assignment deeds, Form 6, Form 16 or TM-P recordals, and any proof of right.
3. Contributor contracts: signed employment, intern, consultant and agency agreements.
4. Open-source report: the SBOM and how copyleft components are handled.
5. Licences in and out: software, data and university licences, and customer contracts that hand over IP or source code.
6. Searches: trademark reports and any freedom-to-operate work.
7. Disputes: objections, oppositions, legal notices and takedowns, sent or received.
8. Confidentiality and data: NDA register, access policy, privacy notice, processing agreements.
9. Government benefits: the DPIIT certificate and Form 28 filings.

Common founder mistakes, and a worked scenario

The same mistakes come up again and again:

• Assuming incorporation transfers what the founders built earlier.
• Treating a paid freelancer invoice as an assignment.
• Pitching or posting an invention before filing a provisional.
• Choosing a name before searching it.
• Leaving domains, repositories and app store accounts in a founder's personal login.
• Relying on a non-compete instead of an assignment and confidentiality clause.

Scenario: a SaaS-plus-hardware startup

Asha and Rohan build a clip-on energy sensor for small factories and a cloud dashboard showing wastage by machine. Asha wrote the dashboard before incorporation, Rohan designed the enclosure, and a freelancer wrote the firmware. Their seed round is four months away. The order we would work in:

1. Ownership. Both founders assign their pre-incorporation code, drawings, brand and inventions to the company: worldwide, full term, no section 19(4) lapse. The freelancer assigns the firmware copyright, with the consideration stated.
2. Brand. A trademark search in Classes 9 and 42, then filing. Domains and handles move to company accounts.
3. Invention and design. Before the next customer demo, a provisional patent application in the company's name on the sensor and its detection method, drafted with section 3(k) in mind, plus a design application for the enclosure.
4. Code. An open-source scan of firmware and dashboard. GPL code in the firmware is replaced, or complied with before devices ship.
5. Before the term sheet. DPIIT recognition, Form 28, tidied contributor contracts and the data room above.

None of this is expensive next to the round. All of it is harder once the lead investor's lawyer has found the gap first.

How MYCrave can help

MYCrave Consultancy & Services works with founders on the IP side of this checklist:

• IP exposure review of what the company owns, what it doesn't yet, and the paperwork to close the gaps;
• Trademark search and filing in your classes, plus TM-P recordals where a founder filed first;
• Patent drafting and filing by a registered patent agent, including provisionals before demos, Form 28 and expedited examination requests;
• Design registration for enclosures and product shapes;
• An IP schedule and data room index for investor diligence.

Ownership first, filings second

Most startup IP problems have nothing to do with clever legal theory. They come down to a signature never collected from someone who was easy to reach at the time.

Collect those signatures this month, while everyone still answers your calls. Then file before you show, keep the open-source list current, and open the data room before anyone asks. A clean chain of title is one of the few things in a fundraise you control completely.

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