Who owns the work you commission from a freelancer in China

The question: “I paid for it. Don’t I own it?”

Take one case. A startup paid a designer in Hangzhou for its logo two years ago, by bank transfer, with a few messages about colors and no contract. Now an investor’s lawyer asks for the chain of title. Under the rules below, the logo’s copyright still sits with the designer. The startup may use it for the purpose it was made for, as the last section explains, but it doesn’t own it until the designer signs a written assignment.

This page covers the ownership rule. The wider job of hiring a freelancer in China, from finding one to paying them, is in the overview, How to hire a freelancer in China without speaking Chinese.

Who owns it if the contract says nothing

Work made by an employee as part of the job follows a different rule (Copyright Law art. 18). Which side of that line a freelancer sits on is covered in Contractor or employee in China. English rendering ours.

Read across the rows and the same answer keeps coming back: whoever made the thing owns it unless a contract says otherwise, and for copyright and software that contract has to be in writing.

One case surprises people: joint work. If your own engineer and the freelancer work out an invention together, article 8 of the Patent Law gives the right to apply to both sides jointly, unless you agreed something else.

The texts behind the table

Start with copyright, which covers designs, text, photos and video. Article 19 sets the default for any work made on commission.

Article 27 then sets the form the transfer takes.

Items 5 to 17 of article 10 are the economic rights: reproduction, distribution, rental, exhibition, performance, screening, broadcasting, communication over information networks, filming, adaptation, translation, compilation and a catch-all for other rights. Items 1 to 4 are the moral rights: publication, attribution, alteration and the integrity of the work. Article 10 allows a transfer of items 5 to 17, and the moral rights are not on that list. Article 22 adds that attribution, alteration and integrity are protected with no time limit.

Code has its own State Council regulations, and they come out where the Copyright Law does.

Article 20 of the same regulations requires a written contract for any transfer of software copyright. Article 21 says a transfer contract “may” be registered with the software registration body, so registration is optional here too.

If your project is a logo or a website, you can skim the next three texts. If it might produce something patentable, read them slowly. For inventions, the Patent Law has its own rule in article 8, covering work done jointly or on commission.

Article 10 governs the transfer, including a transfer abroad.

When the work is a technology development project, the Civil Code applies the same default and adds two rights for the commissioning party. Article 851 requires a technology development contract to be in writing.

Code and firmware often carry know-how that no patent covers. For that, article 861 of the Civil Code says the parties agree on who may use and transfer a technical secret developed on commission. With no agreement, and nothing in the law to fill the gap, both sides may use and transfer it until someone is granted a patent for the same solution. The developer, though, may not transfer the results to a third party before delivering them to the client.

Getting the rights in writing

• Put the assignment in a written contract signed before the work starts, or a written assignment signed on delivery.
• List what is assigned: the economic rights in items 5 to 17 of article 10, for the territory and the term you need.
• For moral rights, have the contract record the freelancer’s agreement on attribution and edits. It does not transfer them.
• For software, use the same written assignment, and name the source code in it.
• For anything patentable, decide before work starts who applies, and plan for the registration and the export formalities.

Why name the rights at all? Article 29 of the Copyright Law says that rights a license or transfer contract does not expressly license or transfer can’t be exercised by the other side without the owner’s consent. Listing the article 10 rights, with territory and term, narrows what anyone can argue about later.

If a freelancer won’t assign, the other route in the law is a license. Article 26 lists what a license contract covers, including whether the license is exclusive or non-exclusive, its territory and its term. Under a license you can use the work while the freelancer keeps ownership.

The moral-rights point shows up in everyday work. A packaging designer keeps the right to be named as the author, and the right to object to a distortion of the design. A contract can record the designer’s agreement on how they are credited and on whether your team may adapt the artwork. The designer remains the author either way.

For the startup with the Hangzhou logo, nothing in article 27 ties the written contract to the start of the work. A written assignment signed now, naming the logo and the rights, is the kind of contract the article describes.

On ChinaTalentDesk, How it works puts it in one line: “Every contract assigns the intellectual property in the deliverables to you.” The handbook’s chapter on contracting shows where the assignment sits in a services agreement, and the freelance services agreement checklist lists it clause by clause.

Sending a Chinese patent right abroad

Article 10 of the Patent Law sends a transfer to a foreign party to “the relevant laws and administrative regulations.” The one that applies is the State Council’s Regulations on the Administration of Technology Import and Export (技术进出口管理条例), last revised on November 29, 2020. Article 2 counts a transfer of a patent right or a patent application right out of China as a technology export. Technology on the prohibited list may not be exported at all (article 29), and technology on the restricted list needs an export license (article 30). Technology that is freely exportable needs its contract registered with the commerce authorities (articles 36 and 37).

That contract takes effect when it is concluded; registration is not a condition of its validity (article 36). The exporter files an application, a copy of the contract and proof of both parties’ legal status (article 37), and the commerce authority registers it within three working days (article 38).

After that, the patent office wants to see the paper. In a published reply of December 20, 2024, CNIPA said that when a mainland individual or company transfers an invention or utility model patent to a foreign party, the request must come with a technology export license or a technology export contract registration certificate, plus the transfer contract signed by both sides. The same reply says a foreign transferee must appoint a patent agency.

On these texts, the Chinese side of the deal, here the freelancer, is the exporter, and the registration is theirs to file. A freelancer may never have filed one, so raise it at the brief stage. Build the time into the milestone that delivers the invention, because under article 10 the transfer takes effect only on registration with the patent office.

One more step can come first. If the invention was made in China and you want to file for a patent abroad, article 19 of the Patent Law requires a confidentiality examination by the patent office before the foreign filing. An invention filed abroad without one is not granted a Chinese patent.

Where the default rule stops

• The law does not say a payment transfers copyright; article 20 adds that even transferring the original object does not change who owns the copyright.
• It does not require you to register a copyright to own it after an assignment; article 12 says owners “may” register.
• It does not let a contract transfer moral rights, which article 10 leaves off the list of transferable rights.
• The Copyright Law lists the main contents of a transfer contract but does not set a form of words; a clear written contract is what article 27 asks.
• None of these texts says what happens to work the freelancer made before your contract; a contract covers that separately.

A silent contract doesn’t leave you empty-handed. The Supreme People’s Court’s interpretation on copyright disputes, as amended in 2020, says in article 12 that when the copyright belongs to the commissioned party, the commissioning party may use the work within the agreed scope, and, where no scope was agreed, free of charge within the specific purpose of the commission. (The interpretation still cites the Copyright Law’s pre-2020 numbering, article 17, for what is now article 19.) That is a right to use the work, and it stops short of owning it.

The categories where this comes up most are design, engineering and video and content.

Name the deliverables in the brief, so the assignment in the contract covers each one. Start a brief.