Copyright Assignment (Transfer Ownership of a Copyright)

General Information

A copyright assignment is the transfer of one’s ownership of a copyrighted work to another person or entity. The prior owner (assignor) gives up all rights to the work to the new owner (assignee). The assignee gains all rights to the work as the legal or beneficial owner and may take legal action to prevent infringing uses of the work, etc. Copyright Act Section 501(b).

According to federal law, a voluntary transfer of copyright ownership is not valid unless the details of the conveyance are contained in a writing signed by the copyright owner or the owner’s authorized agent. Copyright Act Section 204(a).

Purpose/Necessity

An assignment may be used:

1. After a business is sold and the work’s rights are transferred to the purchaser
2. As security for a debt (through a mortgage or other security interest)
3. As a bequest in a will or an asset passed to heirs by intestacy/probate
4. As part of the distribution of assets following a bankruptcy proceeding
5. The work’s owner retains ownership but changes his or her name
6. The work’s owner retains ownership but changes its business name or entity type
7. Any other instance where the owner of a work wishes to transfer it to another

Recording an assignment is not mandatory to assign the interest bur provides the following advantages:

1. Recording the transfer establishes a public record of the details of the transfer and the contents of the document affecting the transfer. Such details will appear in the Copyright Office’s online public catalog.
2. Under Section 205c of the Copyright Act, recording provides constructive notice of the facts stated in the recorded document if:
   • The document or material attached to it specifically identifies the work to which it pertains so that, after the document is indexed by the Register of Copyrights, it would be revealed by a reasonable search under title or registration number of the work; and
   • Registration has been made for the work.
3. Constructive notice means that the public is deemed to have knowledge of the facts stated in the document – including those speaking to the ownership of rights – and cannot claim otherwise.
4. Under Sections 205d and 205e of the Copyright Act, recording establishes priority of rights as between conflicting assignments/transfers of ownership, or between a conflicting assignment and a nonexclusive license. This means that the first recorded assignment will be taken as valid as against any later alleged assignments.
5. In some instances, recording may be necessary to validate the transfer of copyrights as against third parties. Copyright Office – Circular 1: Copyright Basics.
6. In some states, recording may be necessary to perfect a security interest. Copyright Office – Circular 12: Recordation of Transfers and Other Documents.

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