CentriWebWho owns the code when someone builds your software is decided first by copyright law and then by your contract. In Australia, the United States and the United Kingdom the starting rule is the same: the person who writes the code owns it, unless they wrote it as your employee or they sign the rights over to you in writing.
So if you pay a contractor or an outside studio and the contract says nothing about ownership, you may have paid for software you do not own. This article sets out the default rule in each country, with links to the legislation and government pages we opened in November 2026, and what to put in writing. It is general information, not legal advice. Check the rules for your situation with a lawyer in your country before you sign.
Who owns the code by default
Software code is protected by copyright as a literary work in all three countries below. Copyright gives the owner the exclusive right to copy, change and license the code. Paying for the work does not move those rights by itself. In these countries the default owner is:
- Your employee’s code, written as part of their job: usually the business.
- A contractor’s or agency’s code: usually the contractor or agency, until they assign it to you in writing.
A common way this goes wrong: a business pays a freelancer to build a booking system, the relationship ends a year later, and the business finds it has no written assignment. Changing or reselling that code may then need the freelancer’s permission, which is an awkward thing to ask for after a falling out.
Rules differ by country, so read the section for the country whose law governs your contract.
Australia: the Copyright Act 1968
The Copyright Act 1968 (Cth) defines a literary work to include a computer program (section 10). Section 35(2) makes the author of a literary work the owner of the copyright. Section 35(6) says that where the work is made by the author under a contract of service or apprenticeship, in other words as an employee, the employer owns it.
A contractor is not under a contract of service, so the default stays with the contractor. To move ownership to you, section 196(3) says an assignment of copyright has no effect unless it is in writing signed by or on behalf of the person assigning it. Section 196(2) allows an assignment to be limited, for example to certain uses or part of the term, so the wording matters.
IP Australia’s chapter on copyright in its Australian IP Report describes copyright as an unregistered form of intellectual property that protects the original expression of an idea, and lists software among the material it covers.
United States: work made for hire and written transfers
Under 17 U.S.C. section 201, copyright belongs first to the author. For a work made for hire, the employer or the person who commissioned it is treated as the author and owns all the rights unless both sides sign an agreement saying otherwise. Section 204(a) says a transfer of copyright ownership must be in writing and signed by the owner of the rights.
The US Copyright Office’s circular on works made for hire explains the two ways a work qualifies. The first is work created by an employee within the scope of their job. The second is a commissioned work that falls into one of nine listed categories, such as a contribution to a collective work, a translation or a compilation, with a written agreement signed by both sides saying it is a work made for hire.
Custom business software is not one of the nine categories by name. A contract with an outside developer that only says “work for hire” may therefore not do what you expect. Ask a US lawyer whether your contract also needs a written assignment, which section 204(a) allows. Software development spending can also have tax effects, which our guide to the R&D Tax Incentive and software development explains.
United Kingdom: the Copyright, Designs and Patents Act 1988
The UK government’s copyright page says protection is automatic and there is no register of copyright works in the UK. Section 3 of the Act includes a computer program in the meaning of literary work.
Section 11 makes the author the first owner. Where an employee makes the work in the course of their employment, the employer is the first owner, subject to any agreement to the contrary. Section 90(3) says an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor.
New Zealand and other countries
New Zealand’s intellectual property office, IPONZ, says copyright applies automatically from when a work is created. New Zealand’s own rules on commissioned and employee works are in section 21 of the Copyright Act 1994. That legislation page would not open for us, so read it there, or ask a New Zealand lawyer, rather than assuming the Australian rule applies. In any other country, check your own copyright office.
Canada, Ireland and other countries have their own copyright laws. If your developer is in one country and you are in another, the contract should say which country’s law applies.
Code written with AI tools
More developers now use AI tools to write part of the code. The US Copyright Office published a report on the copyrightability of AI-generated outputs in January 2025, and the question is still being worked through in courts and offices around the world. For a business buying software, two practical steps help: ask the developer which AI tools they use, and make sure the contract’s assignment and warranty cover all the code delivered, however it was produced. Our guide on AI app builders against a developer covers what the main builders’ own pages say about ownership.
Owning the code is not the same as having it
A signed assignment gives you the rights. It does not give you the code, the logins or the ability to run it. Plenty of businesses own their software on paper and still cannot change developers, because everything sits in accounts the developer controls. Make sure you also have:
- The source code in a repository, such as GitHub or GitLab, under an account the business owns, with the developer added as a user.
- Hosting and database accounts in the business’s name, billed to the business.
- Domain names and app store accounts registered to the business.
- Passwords and keys for connected services, stored where the business can reach them.
- Enough documentation for another developer to set it up and run it.
The same thinking applies to websites. Our guide to who owns my website covers domains, hosting and design.
What to put in the software contract
Have a lawyer draft or review it, but expect these points to be covered:
- Assignment of the code written for you, in writing and signed, taking effect on creation or on payment.
- A licence for the developer’s existing tools. Many developers reuse their own libraries and templates across clients. They usually keep ownership of those and give you a permanent licence to use them in your software.
- Open source components. Most software includes open source code, which stays under its own licence. Ask for a list.
- Delivery of source code and access, during the build as well as at the end.
- Confidentiality for your business data and processes.
- Which country’s law applies if you and the developer are in different places.
Getting this agreed before the build starts is far easier than after a dispute. Our guide to writing a software requirements document is a good place to record these points alongside the scope.
Questions to ask a developer before you sign
- Will you assign copyright in the code you write for us, in writing?
- Which parts are your existing code, and what licence do we get for them?
- Where will the code live during the build, and under whose account?
- Which open source licences are in the project?
- If we part ways, what do we receive and how quickly?
A developer who is comfortable with these questions is usually one you can work with. CentriWeb builds custom software and looks after it for businesses in Australia, New Zealand, the United States and Canada. Ownership, accounts and handover are worth settling in writing before any build starts, with us or with anyone else.