You hire a freelance designer, pay their invoice, and get a great new logo for your business. Naturally you assume you own it. In England and Wales, that assumption is often wrong, and for a small business building a brand, the gap can be a nasty surprise. Here is what the law actually says, and how to fix it.
The default rule: the creator owns the copyright
Copyright is governed by the Copyright, Designs and Patents Act 1988 (CDPA). The basic rule (section 11) is that the author of a work (the person who created it) is the first owner of the copyright.
A logo is an artistic work, so the designer who created it is, by default, the first owner of the copyright in it.
Paying for it does not transfer ownership
This is the crucial point: commissioning and paying for a logo does not, by itself, transfer the copyright to you. Unlike some people expect, there is no automatic rule that "the person who pays owns it". The freelancer can own the copyright even though you paid for the work and it was made specifically for you.
The employee exception (why staff are different)
There is an important exception. Under section 11(2), where a work is created by an employee in the course of their employment, the employer is the first owner of the copyright (unless agreed otherwise).
A freelancer or independent contractor is not your employee. So the employee exception does not apply, which is exactly why freelance work needs a written agreement to transfer ownership.
How to actually own it: a written assignment
To own the copyright in your logo, you need the designer to assign it to you. Under section 90(3) of the CDPA, an assignment of copyright is not effective unless it is in writing and signed by (or on behalf of) the person giving it up, here, the designer.
So the safe position is to have a written IP assignment (either as a clause in the design contract or as a short separate assignment) signed by the freelancer, transferring the copyright (and ideally all related rights) to your business.
What if there is no written assignment?
If you have no assignment, you are not necessarily without rights. The courts may find that you have an implied licence to use the logo for the purpose for which it was commissioned. In a well-known case involving a commissioned logo, the court considered whether the commissioner had rights to the logo as its brand. However, absent a written signed assignment, the freelancer normally retains legal ownership of the copyright; the commissioner may have an implied licence to use the logo for the purpose contemplated, and in some fact-specific circumstances may argue for an equitable interest, but neither is the same as full legal ownership.
The risk of relying on an implied licence is real, though: it may be limited in scope (use only, perhaps not the right to change the logo or stop the designer reusing elements), and it can make it harder to register the logo as a trade mark, to enforce against copycats, or to satisfy investors and buyers during due diligence. Ownership is much cleaner than a licence.
Don't forget moral rights and trade marks
- Moral rights. Even after assigning copyright, the designer keeps certain moral rights under the CDPA (such as the right to object to derogatory treatment of the work). It is common to ask the designer to waive their moral rights in writing as part of the deal.
- Trade marks. Copyright protects the artwork; it does not stop others using a confusingly similar brand name or logo. To protect the brand itself, consider registering a trade mark for your logo and name.
Practical checklist for SMEs
- Before work starts, put a written contract in place with an IP assignment clause and a moral rights waiver.
- Make sure the assignment covers the copyright in the logo and any drafts/source files, and is signed by the freelancer.
- Obtain a warranty that the logo is original and that all third-party materials (stock artwork, fonts, templates) are properly licensed; the freelancer cannot assign rights they do not own, so identify any third-party restrictions before you rely on the assignment.
- Get the source files delivered, not just a flat image.
- Consider registering a trade mark for the finished logo and brand name.
- If you have already had a logo designed without an assignment, ask the designer to sign one now, most will, but do it before any dispute arises.
Key takeaways
- By default, the freelancer owns the copyright in your logo (CDPA 1988, s 11), paying for it doesn't change that.
- The employee exception (s 11(2)) does not apply to freelancers.
- To own it, get a written, signed assignment (s 90(3)); without one you may have only a limited implied licence.
- Also handle moral rights (waiver) and protect the brand with a registered trade mark.
Sources
- Copyright, Designs and Patents Act 1988, ss 11 (first ownership), 11(2) (employee works), 90(3) (assignment must be in writing and signed), and the moral rights provisions (ss 77–87)
- General principle that commissioning/paying does not transfer copyright; implied licences for commissioned works (English case law)
- Trade Marks Act 1994 (registering a logo/brand as a trade mark)
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor.