The fact that a company has paid for a website, an advertising campaign, photos, or software does not automatically mean that it owns all associated rights.

Before an acquisition, the buyer must verify legal ownership, usage rights, administrative access, and the possibility of transferring each asset.

Risks often arise when accounts have been created by an agency, the domain is registered in the owner's name, photos are used under license, or the site's code belongs to an external developer.

A structured verification helps confirm what truly belongs to the company, what can be transferred, and what will need to be replaced or renegotiated after the transaction.

Summary: Before buying a company, separately verify the ownership of the domain, website, code, advertising accounts, customer data, brand, and content. Administrative access or a paid invoice does not always constitute proof of ownership. Contracts, licenses, and platform terms must be reviewed.

Why verify digital asset ownership before an acquisition?

Digital assets often support a significant portion of a company's sales, communications, and daily operations.

They may include:

• The domain name.
• The website.
• The code and theme.
• Advertising accounts.
• Analytics tools.
• The CRM.
• The customer database.
• Photos and videos.
• Texts and graphic designs.
• The brand and logos.
• Software and automations.

If the company does not control these elements, the buyer may encounter problems immediately after closing.

These could include losing access to a campaign, having to rebuild a site, purchasing new licenses, or ceasing to use certain content.

In practice, the verification should answer four distinct questions:

• Who legally owns the asset?
• Who has administrative access?
• What usage rights have been granted?
• Can the asset or license be transferred to the buyer?

What is the difference between ownership, access, and license?

These three concepts are often confused, but they do not produce the same rights.

Ownership

Ownership generally allows for control of the asset and the transfer of its rights, subject to applicable contracts and rules.

For example, a company may own the copyright to texts created specifically for it when contractual documents provide for an adequate assignment of rights.

Administrative access

Administrator access allows for the management of an account or platform.

It does not necessarily constitute proof that the person or company legally owns the associated content, data, or intellectual property rights.

An agency may have administrator access to an advertising account without owning the client's data. Conversely, a company may have paid for campaigns without having the necessary access itself.

License

A license authorizes the use of an asset under certain conditions.

It can be:

• Exclusive or non-exclusive.
• Limited or permanent.
• Transferable or non-transferable.
• Restricted to a territory.
• Limited to certain media.
• Conditional on payment of a subscription.

A company can therefore legally use a photo, font, or software without owning it.

Who owns a company's website?

Website ownership cannot be determined solely from paid invoices. A website brings together several elements that may belong to different people.

The following must be verified separately:

• The domain name.
• The hosting account.
• The custom code.
• The theme.
• Modules and applications.
• Texts.
• Images.
• Videos.
• The database.
• Integrations.

An agency may have created the site using a licensed theme, third-party modules, and stock photos.

The company may then own certain content, hold a license for others, and depend on a subscription to maintain certain functionalities.

Documents to verify for the website

• The design or development contract.
• The rights assignment clauses.
• Invoices.
• Licenses for the theme and modules.
• Platform terms of use.
• Access to the content management system.
• Access to hosting.
• Backups.
• Source files.

The contract should specify whether the company receives ownership of the custom code or only the right to use it.

How to verify domain name ownership?

The domain name is a critical asset as it directs the website, emails, and sometimes several digital services.

The verification should confirm:

• The registrar used.
• The registered account holder.
• The administrative email address.
• Individuals with access.
• The renewal date.
• The payment method.
• Security measures.
• Transfer restrictions.

The domain may have been registered in the name of the owner, an employee, an agency, or a developer.

When the account is controlled by a third party, the mere fact that the domain matches the company's name does not guarantee that the buyer will be able to take control of it.

Domain-related red flags

• No one knows the registrar.
• The domain is associated with a personal address.
• The agency refuses to provide access.
• The registered holder is not the company.
• Renewal depends on a personal card.
• Multi-factor authentication belongs to a former employee.
• The domain is soon to expire.

The transfer should be planned before or at closing, depending on the transaction terms and registrar procedures.

Who owns the site's code and theme?

The answer depends on the contract, the type of development, and the licenses used.

The code can be composed of several categories:

• Code created specifically for the company.
• Code belonging to the agency.
• Free or open-source code.
• Licensed commercial modules.
• A theme purchased on a platform.
• Integrations belonging to external providers.

A contract should specify what is assigned to the company and what remains the property of the developer.

The buyer must also verify whether licenses for the theme, applications, or modules can be transferred to the new owner.

Questions to ask about the code and theme

• Who developed the site?
• Is there a written contract?
• Is the custom code assigned to the company?
• Are the source files accessible?
• Which components are used under license?
• Are the licenses transferable?
• Are subscriptions in the company's name?
• Can the site function without the current agency?

Who owns a Google Ads account managed by an agency?

An agency managing a Google Ads account should not prevent the client company from retaining administrative access and control over its data.

An agency can manage an account from its manager account. This management relationship does not necessarily mean that the agency becomes the owner of the client account's data.

The risk arises when the agency creates campaigns in an account it exclusively controls and then refuses to give direct access to the client.

Before an acquisition, the buyer should verify:

• The Google Ads account number.
• Administrative users.
• The linked manager account.
• The declared administrative owner.
• The payment profile.
• Campaign history.
• Conversion data.
• Audiences.
• Integrations with analytics tools.

Can an agency retain advertising access?

An agency may retain necessary access during its mandate, according to the contract and granted permissions.

However, the company should have its own administrative access and be able to remove the agency's access when the mandate ends.

The contract should specify:

• Who creates the account.
• Who owns the data.
• Who holds administrative access.
• How access is handed over at the end of the mandate.
• How campaigns and creatives are transferred.
• Who is responsible for billing.

Key takeaway: The buyer should not be content with screenshots or PDF reports. They must confirm that the company has direct and administrative access to the advertising accounts used to generate its sales.

How to verify ownership of other marketing accounts?

The same verification should be performed for all important platforms.

Access should be associated with addresses controlled by the company rather than personal accounts of the manager, employees, or suppliers.

Who owns photos created by an agency?

Photo ownership depends on contracts and granted rights.

Payment for a photoshoot does not necessarily mean that the company receives all rights to the images.

The photographer or agency may retain certain rights and only grant a license for use.

This license may limit:

• The duration of use.
• The territory.
• Authorized media.
• Permitted modifications.
• Resale.
• Transfer to another company.

Questions to ask about photos

• Who took the photos?
• Is there a written assignment of rights?
• Does the company own the original files?
• Is the license permanent?
• Can it be transferred to the buyer?
• Have the photographed individuals authorized the use of their image?
• Are there restrictions on the photographed locations and products?

These verifications also apply to videos, illustrations, animations, recordings, and sound creations.

How to verify photo licenses?

Images from stock photo banks are generally used under license.

The company does not automatically become the owner.

The buyer should verify:

• The original platform.
• The account that purchased the license.
• The type of license.
• Authorized uses.
• Reproduction restrictions.
• Restrictions regarding product models.
• The possibility of continuing use after the transaction.

An image authorized on a website cannot necessarily be used on packaging, products for resale, or mass advertising campaigns.

Who owns the fonts?

A font is generally used in accordance with a license.

Rights may vary depending on the use:

• Computer use.
• Website use.
• Application use.
• Digital advertisement use.
• Video use.
• Product or packaging use.

An agency may have used a font covered by its own license, without this license being transferable to the client.

The buyer should confirm that the company has the necessary licenses or plan for the replacement of the fonts concerned.

What should be verified in contracts with agencies and freelancers?

Contracts should clearly establish the rights of each party.

The buyer should look for clauses covering:

• Ownership of creations.
• Assignment of copyrights.
• Granted licenses.
• Source files.
• Account ownership.
• Data ownership.
• Confidentiality.
• Subcontracting.
• End of mandate.
• Transfer of access.
• Destruction or return of data.

A contract that only states that the company pays for services may be insufficient to establish ownership of the creations produced.

Frequent risks in contracts

• No intellectual property clause.
• A limited license rather than an assignment.
• Rights held by a subcontractor.
• Source files not included.
• Additional fees to restore access.
• Prohibition from transferring the license.
• Continued dependence on the agency.

Who owns the customer database?

A company may control a customer database, but it cannot treat personal information as an unrestricted asset.

Data must have been collected, used, stored, and communicated in accordance with applicable laws and consents.

The buyer should verify:

• The source of the data.
• The purposes of collection.
• Consents obtained.
• Privacy notices.
• Usage rights.
• Unsubscribe mechanisms.
• Retention periods.
• Security measures.
• Vendors with access to the data.
• Restrictions related to the transaction.

A customer list does not automatically gain value just because it contains a large number of contacts.

Inaccurate data, obtained without sufficient proof of consent, or difficult to transfer, can represent a legal and operational risk.

How to transfer a customer database?

The transfer must be planned in the purchase agreement and framed according to applicable rules.

The verification should notably determine:

• If the data is necessary for the transaction.
• If it can be communicated to the buyer.
• What confidentiality measures must be applied.
• When the buyer can access it.
• How concerned individuals will be informed, when required.
• What data must be deleted or excluded.
• How security will be maintained during the transfer.

Before closing, it may be preferable to communicate aggregated or anonymized data when the full identity of customers is not yet necessary.

Can software be transferred to the buyer?

Not always. Several software programs are provided as subscriptions or non-transferable licenses.

A change of control or sale of assets may require:

• The provider's consent.
• The creation of a new account.
• Data migration.
• The purchase of a new license.
• A change in the billing party.
• Renegotiation of the contract.

The buyer should review the terms and conditions applicable to essential software, including CRM, accounting tools, booking systems, email platforms, and automation tools.

Questions to ask about each software

• Who owns the account?
• Who has administrative access?
• Is the contract transferable?
• Is there a change of control clause?
• Can data be exported?
• In what format is it provided?
• Will integrations continue to work?
• What costs will need to be borne after the transaction?

What brand rights to check?

The brand may include the company name, product names, slogans, logos, and certain distinctive elements.

The buyer should check:

• The owner of registered trademarks.
• The territories covered.
• The categories of products and services.
• Renewal dates.
• Licenses granted to third parties.
• Oppositions or disputes.
• Unregistered trade names.
• Consistency between the brand and domains.

A logo designed by an agency and a registered trademark are two different assets. It is necessary to check the rights to the graphic design as well as the rights associated with the commercial use of the distinctive sign.

What content rights to check?

Content may include:

• Blog posts.
• Website pages.
• Guides.
• E-books.
• Case studies.
• Presentations.
• Social media publications.
• Training courses.
• Videos.
• Testimonials.

For each piece of content, it is necessary to verify who created it, what contract applies, and if any third-party elements have been integrated.

A video, for example, may involve several layers of rights:

• The script.
• The images.
• The music.
• The narration.
• The performance of the filmed individuals.
• The animations.
• The filming locations.

How to organize the ownership audit?

The company should create a comprehensive registry of its digital and marketing assets.

What documents to request during due diligence?

• The domain name registry.
• Contracts with agencies.
• Contracts with developers and freelancers.
• Assignments of rights.
• Licenses for photos, videos, and fonts.
• Proof of trademark registration.
• List of advertising accounts.
• List of administrators.
• Software contracts.
• Privacy policies.
• Proof of consent.
• Data retention procedures.
• Subcontracting agreements.
• Source files of creations.
• Backup procedures.

What warning signs to watch out for?

• The domain is registered in the name of an agency.
• The owner uses their personal address for all accounts.
• The company does not have access to the advertising account.
• The site code is not accompanied by a rights assignment.
• The licenses for the theme or modules are unknown.
• The photos are not accompanied by any contract.
• The source files are not available.
• The software cannot be transferred.
• Data consents are incomplete.
• The trademark is registered in the name of the executive.
• Freelancers created content without a written agreement.
• A former agency retains administrative access.

Digital Asset Ownership Checklist

How to correct issues before closing?

Issues should be resolved before the buyer takes control of the business.

Corrections may include:

• Having a rights assignment signed.
• Changing the owner of a domain name.
• Adding the company as an administrator of an account.
• Removing unnecessary access.
• Purchasing a suitable license.
• Renegotiating a software contract.
• Obtaining source files.
• Cleaning up and documenting consents.
• Transferring a trademark to the seller or target company.
• Replacing content for which rights are uncertain.

If the correction cannot be made before the transaction, the risk should be considered in the purchase agreement.

The parties may, in particular, provide for a closing condition, a seller's representation, an indemnity, or a holdback on the price.

Conclusion

The ownership of data, accounts, and creations must be verified before acquiring a business.

An asset used daily by the company is not necessarily owned by it. It may be held by the executive, an agency, a freelancer, or a software provider.

In practice, the buyer must distinguish between legal ownership, administrative access, licenses, and transferability.

This verification reduces the risk of losing a domain, an advertising account, content, a database, or an essential tool after closing.

When rights are clearly documented and accounts are controlled by the company, the transition becomes smoother and business continuity is better protected.

FAQ on the ownership of data, accounts, and creations