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title: Ensuring Ownership Before Selling Your Creative Agency
description: "A buyer wants your creative agency. Before the letter of intent, here's what a trademark attorney would check: name ownership, contractor IP, handles and coverage."
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 October 4, 2026

# Ensuring Ownership Before Selling Your Creative Agency

![Picture of Pablo Segarra, Esq.](https://www.segarraip.com/hs-fs/hubfs/PabloWritingCover.png?width=50&name=PabloWritingCover.png) By  [Pablo Segarra, Esq.](https://www.segarraip.com/segarraip-blog/author/pablo-segarra-esq)  ·   5 minute read

If I Were Your Trademark Attorney / Creative Agencies / Preparing to Sell

If I were your trademark attorney and a buyer just sent your agency a letter of intent, the first thing I'd check isn't the price. It's whether the agency actually owns what the buyer thinks it's paying for. In creative businesses, that answer is wrong more often than founders expect.

| 3 months Window to record a trademark assignment at the USPTO to protect it against a later buyer who had no notice, under 15 U.S.C. § 1060. |
| --- |

Let's say there's a company, and we'll call it Oro Solido Studio. This is a composite, not a real client. Oro is a Miami creative agency a Latina founder started nine years ago out of her apartment. It now has 22 people, a roster of beverage and beauty clients, a well-known Instagram account and a small product-design side business called Oro Lab. A marketing holding company has sent a letter of intent, and the founder calls me the same afternoon.

Here's my position, and some deal lawyers would disagree with the order: before you negotiate price, fix the ownership. Buyers price risk, and every unclear asset either lowers the number, moves money into an escrow, or adds an indemnity you'll carry after closing. In creative agencies, the unclear assets are usually the brand name, the work contractors made, and the accounts that hold the audience.

| 22 People at the fictional Oro Studio | 9 Years in business | 3 Brands to sort out: Oro Studio, Oro Lab, the handle | 6 Checks to run before signing a letter of intent |
| --- | --- | --- | --- |

## The first thing I'd check: who owns the name Oro Studio?

| **The company being sold has to own the brand being sold.** If the founder filed the trademark in her own name years ago, or never filed at all, the agency's most visible asset may sit outside the entity the buyer is acquiring. That's fixable with an assignment, but it should happen before diligence finds it, not after. |
| --- |

Under [15 U.S.C. § 1060](https://www.law.cornell.edu/uscode/text/15/1060), a trademark is assigned together with the goodwill of the business it represents. A buyer's lawyer will want a clean chain: who filed, who owns it now, and whether every transfer was recorded. An assignment that isn't recorded with the USPTO within three months, or before a later purchase, can be void against a later buyer who paid without notice. The USPTO's [Assignment Center](https://assignmentcenter.uspto.gov/) is where that gets recorded.

In Oro's case, let's say the founder filed ORO STUDIO herself in 2019 for advertising agency services. That's common and it isn't a mistake at the time. It becomes a mistake at closing. I'd assign it to the company now, with the goodwill, record it, and make sure the registration's goods and services still match what Oro actually does.

| A trademark protects your agency's name for the services you list. It doesn't follow you into product design unless you file for that too. |
| --- |

## The second thing I'd check: who owns the work contractors made?

| **Not always the agency.** Under U.S. copyright law, work made by a freelancer usually belongs to the freelancer unless there's a signed written assignment, or the work falls into specific commissioned categories and both parties signed a work-made-for-hire agreement. Agencies that relied on invoices and emails often own less of their portfolio than they think. |
| --- |

The [definition of "work made for hire" in 17 U.S.C. § 101](https://www.law.cornell.edu/uscode/text/17/101) covers employees acting within the scope of their jobs, and a short list of commissioned categories (such as contributions to a collective work, parts of an audiovisual work, translations and compilations) when both sides sign a written agreement saying so. Logos, brand identities and many design files don't fit neatly into those categories. When the hire doctrine applies, the employer or commissioning party is treated as the author under [§ 201(b)](https://www.law.cornell.edu/uscode/text/17/201). When it doesn't, the agency needs a written, signed transfer under [§ 204(a)](https://www.law.cornell.edu/uscode/text/17/204).

For Oro, the question has two layers. First, what did Oro deliver to clients, and do its client contracts say the client owns the final work? Second, for the tools, templates and frameworks Oro reuses across clients, does Oro own them, or did a freelance designer in 2021 make them without signing anything? The buyer cares about the second layer most, because that's the part that keeps making money after closing.

Your portfolio shows what your agency can do. Your contracts show what your agency owns.

## The third thing I'd check: where does the audience live?

Oro's Instagram account, website domain and newsletter list are part of what the buyer is valuing. In many founder-led agencies, those accounts are registered to the founder's personal email, paid on her personal card, or managed by a former employee. None of that is a trademark issue on its own, but all of it is an ownership issue. I'd list every account, confirm who controls the login and billing, and move them under the company before the deal so they can be transferred cleanly.

## The fourth thing I'd check: does the coverage match the business?

Oro Lab is the side business that designs packaging and small products. If ORO STUDIO is registered only for advertising services in Class 35, it may not cover design services in Class 42 or anything Oro Lab sells. A buyer that plans to grow Oro Lab will ask whether the name is protected for what it does, and whether anyone else is already using ORO for design or goods. I'd run a fresh search on both names in the categories the buyer cares about.

## Here's the full list I'd work through before the letter of intent

| 1 | Name ownership. Assign any founder-owned marks to the company with the goodwill, and record the assignment at the USPTO. |
| --- | --- |
| 2 | Coverage. Compare the services and goods in every registration to what each business line actually does today and plans to do. |
| 3 | Contractor IP. Collect signed assignments from every freelancer whose work the agency reuses. Where they're missing, get confirmatory assignments now. |
| 4 | Client contracts. Know which deliverables belong to clients and which tools and templates the agency kept. Make a list the buyer can read. |
| 5 | Accounts and domains. Move handles, domains and email lists under company control and document who has access. |
| 6 | Side brands. Decide whether sub-brands like Oro Lab are part of the sale, then make sure the paperwork matches that decision. |

## The honest complication

Some founders will say this is backward: sign the letter of intent first, then let the buyer's diligence tell you what needs fixing, because the buyer's lawyers will do the work anyway. That approach can work, especially in smaller deals where the buyer cares more about people and clients than about IP.

The problem is leverage. Before the letter of intent, a messy chain of title is your housekeeping. After it, it's the buyer's negotiating point, and it usually shows up as a lower price, a larger escrow or a longer indemnity. Fixing ownership first costs time. Fixing it later costs money, and it costs it at the moment you have the least room to push back.

| The buyer sent a letter about price. Your answer should start with ownership. |
| --- |

Back to the founder on the phone. She built Oro from an apartment into a 22-person agency with real clients and a real name. The offer proves the value. Whether she keeps the value she built depends on whether Oro can show, on paper, that it owns what she's selling. If that's your agency, start the list before you call the buyer back.

| Segarra IP PLLC · Legacy Lockdown Getting ready to sell? Clean up ownership before the buyer finds the gaps. [Start with the trademark registration guide](https://www.segarraip.com/trademark-registration-guide) |
| --- |

## Sources

| [15 U.S.C. § 1060, assignment (Cornell LII)](https://www.law.cornell.edu/uscode/text/15/1060) |
| --- |
| [17 U.S.C. § 101, definitions (Cornell LII)](https://www.law.cornell.edu/uscode/text/17/101) |
| [17 U.S.C. § 201, ownership of copyright (Cornell LII)](https://www.law.cornell.edu/uscode/text/17/201) |
| [17 U.S.C. § 204, execution of transfers (Cornell LII)](https://www.law.cornell.edu/uscode/text/17/204) |
| [USPTO Assignment Center](https://assignmentcenter.uspto.gov/) |

Pablo Segarra, Esq. is a trademark attorney and the founder of Segarra IP PLLC, a federal trademark firm for Latino founders and creators behind growing brands.

General information, not legal advice.

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