Following the ownership trail

A publisher asks whether you can license a set of illustrated characters. You drew the first sketches, a friend refined them, and a studio prepared the finished files. You have paid every invoice. Before you say yes, trace how each person's contribution became part of the project and what was agreed along the way. Paying an invoice is not the same as owning the work.

What a chain of title is

A chain of title is the sequence through which ownership of a right has passed, from the person who first held it to whoever says they can make the deal today. Write it as a story backed by documents: who first owned the right, what happened next, and why you can grant what the publisher is asking for. An unbroken story with a signed document at each link matters more than a folder called "Rights – all cleared."

Do it in this order:

1. Name the exact work and version under discussion (for example, "the six characters in the March 2025 files").
2. List every contributor and the basis on which they worked: employee, freelancer or studio, business partner, volunteer, student.
3. For each contributor, find the document that moved or licensed their rights to you, and note what it says.
4. Mark every link where no document exists.

If you already keep an IP inventory, start from it.

Who owns the work first

In UK copyright, the starting point is the creator:

• You, the creator. The author is usually the first owner of a literary, dramatic, musical or artistic work 1.
• Employees. When an employee creates the work in the course of their employment, the employer is the first owner, unless they agreed otherwise 1.
• Freelancers and studios. A freelancer or commissioned creator keeps the copyright unless you agreed otherwise in writing 1. If the contract says nothing about copyright, a court may imply a licence for the purpose the work was commissioned for. That is usually a limited, non-exclusive licence, not a transfer of ownership 1.
• Collaborators. Where contributions cannot be separated, the creators may be joint owners, and all of them must agree before the work is used. Where contributions are distinct, each person owns the part they made 1.
• Older commissions. Before 1 August 1989, the person who commissioned a photograph, portrait or engraving owned it 1. Check the dates on old commissioned images.

Apply that to the characters. You own your sketches. Your friend may be a joint owner of the refined designs if their changes cannot be separated from yours. The studio owns the copyright in the finished files unless your contract with it says, in writing, that it passes to you. If that contract is silent, paying for the files gets you at best a limited licence to use them for the purpose you commissioned them for 1. That is not a right to license them to a publisher.

Read what each document actually does

A document can do one of three things, and only the first two help you:

• Transfer ownership (an assignment). A copyright assignment only works if it is in writing and signed by or on behalf of the person giving up the right 3. Look for a written, signed contract that states a transfer has taken place 2. If all you have is a chat message saying "it's all yours," mark that link as unconfirmed.
• Grant a licence. A licence sets out what the user may do with the work 2. An exclusive licence, which shuts out everyone including the owner, must be in writing and signed by or on behalf of the owner 4. A licence binds anyone who later buys the copyright, except a buyer in good faith who paid for it and had no notice of the licence 3.
• Describe the work to be delivered. A brief, quote or invoice that never mentions rights leaves ownership with the creator 1.

For each document, check three things:

1. The parties. Are the people or companies named the ones you expect? If your friend signed personally but works through a company, or the reverse, write that down as a question to settle.
2. The scope. Does the schedule identify this work and this use? Write the answer as a question someone can settle: "Does the 2024 studio agreement cover merchandise?" is useful; "rights issue" is not.
3. The dates. If the project started before your company existed, find the signed assignment from you to the company. Without one, do not assume the early work moved into the company: an assignment is not effective unless it is in writing and signed 3.

Keep separate pieces separate

A finished file often contains several contributions: your character artwork, a licensed font, a purchased texture, material a client supplied. List each piece on its own line rather than labelling the whole file "ours." You do not need to own a font or texture to use it, but its licence decides what you may do with it 2. Read that licence and confirm it covers this product before you include the piece in a deal.

Record gaps honestly. "We have not found an agreement with the first illustrator" is accurate. Treating silence as a transfer is not.

Close the gaps before you promise anything

Sort each gap into one of three kinds, because each has a different fix:

1. A missing document. Someone has it. Ask the colleague, studio or former partner for a signed copy.
2. A missing permission. The documents are clear, but they do not cover the new use. Ask the owner for a new licence or an assignment, in writing and signed 2.
3. A question of wording or law. The documents exist but their meaning is unclear, or you need a document that confirms an earlier transfer. Have a UK solicitor who handles intellectual property draft or review any assignment meant to cover past work before anyone signs it, so it does what you need and does not misstate what happened earlier.

Keep the signed copies. If you license or sell copyright, keep detailed records of every contract and agreement you made 2, and record who created each work and which contract applied 1. See Looking after the records behind your rights.

Then answer the publisher plainly: "We created these elements, we hold these signed licences and assignments, and we are confirming this remaining contribution." That gives the publisher something real to negotiate on, and it gives any adviser a short list to check instead of a pile of messages to reconstruct.