In Spain, code belongs to the creator, not the payer. What articles 45, 56, and 99 of the LPI say, and the assignment clause we publish.
In Spain, code belongs to those who write it, not those who pay for it. The LPI (RDLeg 1/1996) attributes authorship to the creator and only presumes assignment in specific cases: employees and collective works. Paying the invoice does not transfer rights. Without a written assignment clause, your website is yours to use, and belongs to the studio for everything else.
Paying is not acquiring
Article 1 of the Intellectual Property Law states that intellectual property belongs to the author by the sole fact of creation. Article 5 adds that the author is the natural person who creates. No one signs a check and becomes an author.
Then there is Article 56.1, which almost no web proposal mentions: "The acquirer of the ownership of the medium in which the work has been incorporated shall not, by this title alone, have any exploitation rights over the latter." You buy the disc, not the song. You buy the repository, not the right to transform it.
This is not an aggressive interpretation. It is the text.
Standard practice in the sector: The sector sells "we deliver the website to you" and the word "assignment" does not appear in the contract. The client thinks they have bought the code. They have bought access.
Our criteria: The contract names the source code, design files, and documentation, and states to whom they are transferred, when, and with what scope. Ownership is written, not implied.
"Work for hire" does not exist in Spanish law
This is the part that the Spanish market mistranslates. In the United States, there is the work made for hire concept: the law directly attributes authorship to the person commissioning it, in specific cases. In Spain, there is no equivalent. The LPI does not have an article called "work for hire."
What it has are limited presumptions, and they are these:
| Case | Standard | Who is the owner by default |
|---|---|---|
| Software created by an employee in the exercise of their duties | Art. 97.4 LPI | The employer, unless otherwise agreed |
| Work created by a salaried employee | Art. 51 LPI | The employer, to the extent necessary for their usual business |
| Collective work edited and published under the name of a legal entity | Arts. 8 and 97.2 LPI | Whoever edits and publishes it under their name |
| Commission to an external studio or freelancer | — | The author. There is no legal presumption |
Look at the last row. When you hire a studio, you are not their employer: you are their client. Article 97.4 does not help you. Neither does Article 51. You are outside all presumptions, and all that is left is what the contract says.
Where sources contradict (and no one writes it down)
This is where the pages currently ranking for this search fall short. They will tell you one of two things, never both.
Some cite STS 55/2005, of February 1, which holds that the commissioning of work entails the transfer of intellectual property to the principal. Others cite Article 45, which requires written form, and Article 43.2, which limits the assignment to what is strictly necessary to fulfill the purpose of the contract. SAP Barcelona 494/2017, of November 23, sits in the middle: it admits a tacit, but limited, assignment, to the extent that the principal commissioned the work to obtain a competitive advantage.
All three things are true. And all three together mean one thing: if your only defense is a tacit assignment, your title of ownership is a lawsuit. Not a document, a lawsuit. With a lawyer, with years, and with a result that depends on which court you happen to get.
A two-paragraph contract costs less than the first consultation with that lawyer.
"Assignment of use" is the most expensive trap
Check if your quote or contract says "assignment of use," "license of use," or "right to use the software." If it does, Article 99 of the LPI is activated against you: when the right to use a program is assigned, "it shall be presumed, unless proven otherwise, that such assignment is non-exclusive and non-transferable, and it is also presumed that it is only to satisfy the user's needs."
Translated: you can use your website. You cannot sell it with your company, nor assign it to another provider, nor prevent the same studio from replicating it for your competition.
And there are four gaps that Article 43.2 fills for you when the contract is silent:
| Item | Figure | Note |
|---|---|---|
| Years of assignment if the contract does not set a term | 5 | Once expired, exploitation rights return to the author |
| Countries covered if the contract does not specify territory | 1 | The one where the assignment takes place |
| Modes of exploitation if the contract does not list them | 1 | Only that which is necessarily deduced from the contract's purpose |
| Years of software protection for a legal entity | 70 | From January 1 following disclosure or, if not disclosed, creation (art. 98 LPI) |
A website assigned without a written term stops being yours in five years. This is not a remote hypothesis: it is the article, applied to the letter, on thousands of Spanish contracts signed without review.
What you will never buy: moral rights
Article 14 opens as follows: "The author has the following inalienable and non-renounceable rights." Seven rights, including demanding recognition of authorship and demanding respect for the integrity of the work.
Non-renounceable means non-renounceable. If a contract promises you the assignment of moral rights, that contract has a void clause and probably more than one. This is not an academic detail: it is the sign that the person who wrote it copied an Anglo-Saxon template without reading it.
What is agreed upon, and what a serious contract settles, are three specific things: that the studio undertakes not to exercise the right of modification or withdrawal in a way that prevents the normal exploitation of the website; that the client decides whether or not the authorship credit appears and where; and that the studio can cite the project in its portfolio, with what materials, and starting from what date.
Your website is not one work: it is four
The fundamental error is treating "the website" as a single object. Legally, they are distinct layers, with distinct rules and distinct ownerships.
| Layer | Applicable rule | Default owner | What to demand |
|---|---|---|---|
| Custom code (front, back, integrations) | Arts. 95-104 LPI | The programmer | Exclusive and written assignment, plus commented source code |
| Interface design, system, grid, illustration | Arts. 1-14 LPI (artistic work) | The designer | Written assignment, plus editable source files |
| Verbal identity and logo | Trademark Law 17/2001 · Industrial Design Law 20/2003 | The author · the registration applicant | LPI assignment and trademark application in your name, not the studio's |
| Third-party dependencies and content | License of each component | The third party | License inventory: MIT, Apache, GPL, fonts, stock images |
The fourth row is the one that wrecks projects. A font with a desktop license does not cover use as a webfont. A stock image with a standard license does not cover use in a product that is resold. And WordPress carries the GPL: a plugin derived from GPL code inherits the GPL, whether your contract agrees to it or not.
No one will audit this for you. It must be requested in writing, before signing.
- The contract uses the word "assignment," not "delivery" or "use"
- The assignment is exclusive and explicitly states so
- It lists the four modes: reproduction, distribution, public communication, and transformation
- It fixes the term (the legal maximum) and the territory (worldwide). If they are silent, it is 5 years and one country
- It names the source code, the design source files, and the documentation, one by one
- It includes the inventory of third-party licenses and who assumes their cost
- The price explicitly says "plus VAT"
The clause we use, published
We do not know any Spanish studio that publishes theirs. This is ours, summarized to the essentials and ready for your legal counsel to adapt. We share it because a client who understands what they are signing negotiates better, not because we want to save you the lawyer.
1. Object. Deliverables are considered: the source code and object code, the complete repository history, the editable design source files, the design system and its components, the technical and handover documentation, and the texts and illustrations produced for the Project.
2. Assignment. The Studio assigns to the Client, on an exclusive basis, all exploitation rights over the Deliverables —reproduction, distribution, public communication, and transformation, in the sense of articles 18 to 21 and 99 of the LPI—, for all modes of exploitation known as of the signing date, for the maximum period of protection permitted by law (arts. 26 and 98 LPI) and worldwide.
3. Condition. The assignment is perfected upon full payment of the phase price. Until then, the Client has a temporary, non-exclusive, and revocable license, limited to test environments.
4. Material delivery. The Studio transfers ownership of the repository, source files, credentials, and documentation within the agreed period after launch. Assignment without material delivery is worth nothing.
5. Third-party components. The dependency inventory with its license is attached as an annex. The Studio guarantees that no incorporated component imposes copyleft obligations on the custom code, except those expressly identified in that annex.
6. Reservation. The Studio retains its pre-existing knowledge, techniques, and generic components, and grants the Client a perpetual, worldwide, irrevocable, and non-exclusive license to exploit the Deliverables. This reservation does not extend to anything specific to the Project.
7. Moral rights. They are non-renounceable (art. 14 LPI). The Studio undertakes not to exercise them in a way that prevents the normal exploitation of the Deliverables. Authorship credit and portfolio publication are regulated in the communication annex.
8. Indemnification. The Studio guarantees to have obtained from its collaborators the assignment of the rights subject to this contract and responds to third-party claims for intellectual property infringement regarding the Deliverables.
9. Form and price. This assignment is formalized in writing in accordance with Article 45 of the LPI. The agreed lump-sum price expressly compensates the assignment, with no additional remuneration per mode.
Nine points. None require a specialized law firm to draft. All are missing from most proposals we receive for a second opinion.
Registering and dating: three paths and their contradictions
Being the owner is one thing. Being able to prove it on the day of a conflict is another.
The Intellectual Property Registry accepts computer programs. It requires the code in a digital format readable without compression and a printed, paginated report with the program description, language, operating environment, file list, and flow chart. Registration is voluntary and declarative: it does not create the right, it presumes that it exists.
Regarding the fee, something must be said that guides omit: it is not a single one. The Registry is transferred to the autonomous communities, and each one publishes its own rate. In Galicia, the rate published for 2024 is €11.58 when author and owner coincide and €28.90 when they do not, with specific types for software, databases, and websites between €18.48 and €34.68. In another community, the amount will be different. Check yours before budgeting the process.
The other two paths: notarial deposit of the code, which fixes the date and content with public faith; and the qualified timestamp, which, in accordance with Article 41 of Regulation (EU) 910/2014 (eIDAS), enjoys the presumption of accuracy of the date and integrity of the stamped data. A commit history, by itself, does not have that presumption: the account is controlled by whoever writes it.
Regulations verified on 08-27-2026 on the consolidated text of RDLeg 1/1996 (LPI) published in the BOE. Intellectual Property Registry fees are regional and updated by budget laws: the figure cited corresponds to the Galicia rate for 2024. Confirm the one currently in force in your community before processing.
How we solve it
We provide repository access from the first commit, not at the handover. The assignment is signed before starting the phase, not attached to the last invoice. And the handover includes written documentation so your team can continue without us.
It is an uncomfortable position for a studio: we renounce the most effective negotiation lever that exists in this business, which is holding someone's code hostage. We exchange it for projects that come back.
A studio retains clients with the work, not with the repository padlock.
The ownership of the code is not a legal matter that is resolved at the end. It is a design decision of the project that is made at the beginning, with a sentence and a signature.
Do you want us to review your current contract before you sign the next one?
Frequently asked questions
I paid for the whole website. Isn't it mine?
The invoice is yours, but not necessarily the rights: Article 56.1 of the LPI says that acquiring the medium does not grant exploitation rights. Without written assignment, you have, at best, a license limited to the purpose of the commission, and you would have to prove it in court.
My contract says nothing about intellectual property. What do I do?
Ask for an assignment addendum before commissioning the next job, which is when you have negotiation capacity. If the provider refuses, you already know what will happen the day you want to change studios or sell the company.
Does it help to have the code in my GitHub if there is no assignment?
It helps for operating and for not depending on anyone, and it is essential. It does not replace the title: possession of the repository does not transfer the right of transformation nor prevent the author from making a claim. Have both things, access and the paper.
Can the studio reuse my website for another client?
If the assignment is not exclusive and does not cover transformation, legally they can reuse its components. That is why the word "exclusive" and the verb "transform" must appear literally in the contract.
What if the studio subcontracted a freelancer?
Then the author is the freelancer, and the chain of assignment has one more link. Demand the indemnification clause: that the studio guarantees in writing to have obtained from its collaborators the rights it assigns to you.
Keep reading
- How to hire a web design and development studio in Spain
- Contract and rights assignment template
- Repository access: why the client must have it from day one
- 18 questions to ask an agency before signing
- Do website prices include VAT? How to read a quote
Transparency note. Some of our own data in this guide is still being measured on real projects, with a single method. We will publish it with its sample size and date range once the sample is large enough; until then, every figure you see carries its source and date of consultation.
Sources
- https://www.boe.es/buscar/act.php?id=BOE-A-1996-8930 — consolidated text of RDLeg 1/1996 (LPI): general framework cited throughout the article
- https://www.iberley.es/legislacion/articulo-43-ley-propiedad-intelectual — art. 43 LPI literal: limited assignment, 5 years without fixed term, country of assignment without territory, nullity of assignment of future work
- https://www.iberley.es/legislacion/articulo-45-ley-propiedad-intelectual — art. 45 LPI literal: all assignments must be formalized in writing and contract resolution if not done
- https://www.iberley.es/legislacion/articulo-56-ley-propiedad-intelectual — art. 56.1 LPI literal: acquiring the medium does not grant exploitation rights (basis of the 'Paying is not acquiring' section)
- https://www.iberley.es/legislacion/articulo-97-ley-propiedad-intelectual — art. 97 LPI: natural person author, collective work (97.2), and employer ownership of employee software (97.4)
- https://www.iberley.es/legislacion/articulo-98-ley-propiedad-intelectual — art. 98 LPI: 70 years of software protection for legal entities from January 1 following disclosure or creation
- https://www.iberley.es/legislacion/articulo-99-ley-propiedad-intelectual — art. 99 LPI: content of exploitation rights and presumption of non-exclusive and non-transferable use assignment ('Assignment of use' section)
- https://www.iberley.es/legislacion/articulo-100-ley-propiedad-intelectual — art. 100 LPI: limits, error correction by legitimate user, backup, decompilation
- https://www.iberley.es/legislacion/articulo-14-ley-propiedad-intelectual — art. 14 LPI: the seven moral rights, non-renounceable and inalienable
- https://ga-p.com/wp-content/uploads/2018/07/a-quien-le-corresponden-los-derechos-de-explotacion-de-la-obra-cuando-se-crea-por-encargo-y-no-se-pacta-nada-al-respecto.pdf — Gómez-Acebo & Pombo: STS 55/2005 of February 1 and SAP Barcelona 494/2017 of November 23 on tacit assignment in work for hire (contradiction of sources section)
- https://letslaw.es/registro-de-codigo-fuente/ — documentation required by the RPI to register source code: digital media without compression and paper report with language, environment, file list, and flow chart
- https://www.cultura.gal/es/tasas-registro-propiedad-intelectual — Intellectual Property Registry rates in Galicia (2024): €11.58, €28.90, and €18.48-34.68 for software, databases, and websites; evidence that the fee is regional
- https://blogip.garrigues.com/propiedad-intelectual/como-proteger-el-software-en-espana-registro-de-la-propiedad-intelectual-depositos-notariales-y-sellos-de-tiempo-cualificados — Garrigues: the three paths of proof (RPI, notarial deposit, eIDAS qualified timestamp)
Want to see this thinking applied to a real project?