A closing company can sell its intellectual property, and is usually best placed to do so before the wind-down ends. Until then the IP still belongs to the company: dissolution does not transfer title, and a dissolved company may sell its property to wind up, so its directors sign. In Chapter 7 the trustee signs; in an assignment for the benefit of creditors, the assignee. Patents, patent applications and copyrights transfer by a signed written assignment. A trademark can be assigned only with the goodwill of the business it represents. Domain names move through the registrar's change-of-registrant process. Record patent and trademark assignments at the USPTO within three months, or before any later purchase, or a later buyer without notice can take priority. Electronic patent recording is free; trademark recording costs $40 for the first mark. Check that patents are still in force and that marks are not abandoned: three years of non-use is presumed abandonment. Code and company records can also be sold or licensed to AI developers, who price code by the training tasks it can yield.
- Sell IP while the company is winding up: it still owns the IP, and its directors can sign.
- Every transfer needs a signed written assignment; record patent and trademark assignments at the USPTO within three months.
- A trademark sells only with its goodwill, and three years of non-use is presumed abandonment, so sell marks early.
Can a closed company sell its intellectual property?
Before you sell or abandon the company's IP, check what its records are worth too. AI developers now pay for the code, tickets, email and chat archives of closing and closed companies (public deals). A free valuation takes six questions about the business and no files.
Yes. IP is property, and it stays with the company while it winds up. In Washington, dissolution does not transfer title to the corporation's property, and the dissolved corporation may collect its assets and distribute what remains to its shareholders (RCW 23B.14.050). In Delaware, a dissolved corporation continues for 3 years so that it can settle and close its business and dispose of and convey its property (Delaware Code).
Each kind of IP has its own transfer rule. Patents have the attributes of personal property, and patents and applications are assignable by an instrument in writing (35 U.S.C. 261). Copyright ownership can be transferred in whole or in part, but only by a signed writing (17 U.S.C. 201; 17 U.S.C. 204). A trademark is assignable with the goodwill of the business in which it is used (15 U.S.C. 1060).
Source: 35 U.S.C. § 261: ownership and assignment of patents (Cornell LII)
What happens to IP when a company dissolves?
Who can sign the sale depends on where the company is in its wind-down:
- Check the record before you market anything: search the USPTO assignment records for each patent and mark, and collect every employee and contractor IP agreement.
- The USPTO does not search title before recording. Buyers and sellers should make sure there is an accurate chain of title in place before they file (USPTO).
| Situation | Who owns the IP | Who signs |
|---|---|---|
| Dissolving or dissolved, still winding up | The company | The company, through its directors (RCW 23B.14.050; Delaware Code) |
| Delaware, at any time after dissolution | The company | Trustees or receivers the Court of Chancery may appoint, on application of a creditor, stockholder or director, to take charge of the corporation's property (Delaware Code) |
| In Chapter 7 bankruptcy | The bankruptcy estate, as temporary legal owner | The case trustee (U.S. Courts) |
| In an assignment for the benefit of creditors | The assignee, for the creditors | The assignee; the board has no further role (Mayer Brown) |
| Distributed to the owners | The shareholders who received it | Each owner, after the company distributes its remaining property (RCW 23B.14.050) |
| Never assigned to the company | Often the inventor, author or contractor | For patent applications filed on or after September 16, 2012, the original applicant is presumed to be the owner (MPEP 301). Code an employee writes within the scope of the job is a work made for hire owned by the employer; commissioned work qualifies only in listed categories with a signed agreement, so contractor code usually needs a signed assignment (17 U.S.C. 101; 17 U.S.C. 204) |
Patents, trademarks, copyrights and domains: what to check before selling
A closed company's IP loses value quietly: fees go unpaid, marks go unused and domains expire. Check each asset first:
| Asset | Check first | Rule |
|---|---|---|
| Patents | Is each patent in force? Maintenance fees fall due 3 years and 6 months, 7 years and 6 months, and 11 years and 6 months after grant | If a fee is not paid by its due date or within a 6-month grace period, the patent expires at the end of that grace period (35 U.S.C. 41) |
| Patent applications | Is the application still pending, and who is the applicant? | Applications are assignable in writing, like patents (35 U.S.C. 261) |
| Registered trademarks | Is the mark still in use, and are the maintenance affidavits filed? | Non-use for 3 consecutive years is prima facie evidence of abandonment (15 U.S.C. 1127). A registration is cancelled unless affidavits are filed in the year before its 6th anniversary and in the year before each 10-year period ends (15 U.S.C. 1058) |
| Intent-to-use trademark applications | Has use of the mark begun? | Not assignable before use is shown, except to a successor to the ongoing business the mark pertains to (15 U.S.C. 1060) |
| Copyright, including code | Did employees write it, or did contractors sign assignments? | Transfers need a signed writing; employers own works made for hire (17 U.S.C. 201; 17 U.S.C. 204) |
| Domain names | Who is the registrant, and when does the registration expire? | Registrars must send expiry reminders about a month and a week beforehand; after a deletion, every gTLD registry except sponsored ones must offer a 30-day redemption grace period (ICANN) |
Source: 35 U.S.C. § 41: patent fees, including maintenance fees (Cornell LII)
IP assignment documents: what to sign and where to record
Use one written assignment per buyer, schedule every patent number, registration and domain, and record it wherever a register exists:
- Assignment Center has replaced the USPTO's older electronic systems for both patent and trademark assignments (USPTO). For paper filings the cover sheets, PTO-1595 for patents and PTO-1594 for trademarks, are optional but strongly encouraged.
- One of the common reasons the USPTO refuses to record a trademark assignment is that it was not transferred with the goodwill of the business (USPTO).
- If the buyer wants the domain at its own registrar, ICANN advises requesting the registrar transfer before the change of registrant, to avoid the 60-day lock (ICANN).
| Asset | Document | Where to record | Fee and deadline |
|---|---|---|---|
| Patents and applications | Written assignment; a certificate of acknowledgment from a person authorized to administer oaths is prima facie evidence that it was signed | USPTO, through Assignment Center | $0 per property filed electronically, $54 on paper (USPTO fees); record within 3 months or before any later purchase (35 U.S.C. 261) |
| Trademarks | Written assignment that includes the goodwill | USPTO, through Assignment Center | $40 for the first mark and $25 for each additional mark in the same document (USPTO fees); record within 3 months or before any later purchase (15 U.S.C. 1060) |
| Copyrights | Signed written transfer | U.S. Copyright Office (recordation) | Recording gives constructive notice if the work is registered; between conflicting transfers, the first prevails if recorded within one month of signing in the US (17 U.S.C. 205) |
| Domain names | Sale agreement, then the registrar's change-of-registrant confirmation | The registrar | A change of registrant can trigger a 60-day lock on moving to another registrar unless the seller opted out (ICANN) |
How much is a patent, trademark or domain name worth?
There is no list price. The IRS's guidelines for valuing intangible property describe three families of methods (IRM 4.48.5):
- Patents: value rests on what the claims cover, who needs them, the remaining term and whether every maintenance fee is paid.
- Trademarks: a mark sells with its goodwill, so its value falls the longer the brand goes unused.
- Code: AI buyers price it by the training tasks it can yield. Valuations rest on estimates of how many useful tasks come from, say, 100,000 lines of code, MIT Technology Review reported.
- Domain names: compare public sales of similar names, and keep the registration renewed while you look for a buyer.
| Method | How it works | Often used for |
|---|---|---|
| Market | Compares similar intangible property sold under similar conditions, such as royalty rates in arm's-length deals; needs an active market in comparable property | Domain names and trademarks with comparable sales |
| Cost | Estimates the cost to reproduce or replace the asset, or to buy it instead (the "make or buy" decision); hard to apply when obsolescence or future income matter | Code and technical know-how a buyer would otherwise build |
| Income | The present value of the net economic benefit the asset will bring over its life | Patents with licensees or products that use them |
Source: IRS: Internal Revenue Manual 4.48.5, Intangible Property Valuation Guidelines
How to sell a patent, trademark or domain name
The steps are the same for each asset; the buyers differ.
- A patent sales agent or an IP auction can reach more buyers. Agree the fee, the exclusivity period and who negotiates in writing first.
| Step | What to do |
|---|---|
| 1. Build an IP schedule | Patent and application numbers, trademark registrations, domains, copyrights in code and content, and who holds each file |
| 2. Confirm the chain of title | Search USPTO assignment records and collect employee and contractor assignments; fix gaps before marketing |
| 3. Keep everything alive | Pay maintenance fees as they fall due, renew domains and file trademark affidavits on time |
| 4. Decide: sell or license | A patent owner can sell outright or grant an exclusive right to the whole or any specified part of the United States (35 U.S.C. 261) |
| 5. Find buyers | Companies working in the patent's field; a successor to the business for a trademark; companies with a matching name for a domain; AI developers for code and records |
| 6. Sign and record | A signed written assignment, then recording at the USPTO or the registrar transfer |
| 7. Report the sale | Report the proceeds on the final tax return; if you sell the business, file Form 8594 (IRS) |
Selling code and company records to AI developers
If the whole business is being sold, compare an asset sale with a stock sale first.
For a software company, the code and operational records are often the most saleable IP it leaves behind. AI labs are buying data from dead startups to train their models, MIT Technology Review reported in October 2026; one founder winding down a crypto startup netted roughly $25,000 for his code base. A defunct software company sold every Slack message, internal email and Jira ticket as training data for "hundreds of thousands of dollars", Fast Company reported.
Buyers value code with its history: commits, pull requests, reviews, tests and the issues each change fixed. See selling source code to AI companies for what raises the price and the ownership checks, and the deals tracker for public prices as reported.
- License a copy or sell outright. A license keeps ownership with the company, so it can license other buyers; an outright sale ends that.
- Privacy: suppliers scrub personally identifiable information and exclude HR records, according to MIT Technology Review. See how to de-identify company data.
- Third-party code: separate open-source and vendor code from what the company owns before you describe the code base to a buyer.
Source: MIT Technology Review: AI labs buying data from dead startups (Oct 2026)
Before you delete company systems, check what the records are worth
Closing companies often let the domain lapse and delete repositories and workspaces to stop the bills. The domain usually carries the company's email too, and a deleted repository loses its history. Check two things first.
Checking the value takes minutes: see what your company's records are worth from six questions about the business, before any system is cancelled or any domain lapses.
- Retention: keep the records that support each tax return until its period of limitations runs out, and employment tax records at least 4 years (IRS). Export the records before closing explains each system.
- Value: describe the repositories, workspaces and years covered. No export is needed for a valuation.
Timeline: selling IP during a wind-down
Each rule is sourced in the sections above.
| When | What | Rule |
|---|---|---|
| Before the dissolution vote | Build the IP schedule, fix chain-of-title gaps, note maintenance deadlines | The USPTO does not search title before recording |
| Before systems are cancelled | Export code and records; keep domains renewed | Registrar reminders come about a month and a week before expiry |
| During the wind-down | Market and sell; the company signs | Delaware: corporate existence continues 3 years to dispose of and convey property |
| On signing | A signed written assignment for each asset | 35 U.S.C. 261; 15 U.S.C. 1060; 17 U.S.C. 204 |
| Within 1 month of signing | Record copyright transfers of registered works | Priority between conflicting transfers |
| Within 3 months of signing | Record patent and trademark assignments | Protects against a later buyer without notice |
| After a missed maintenance fee | Pay within the 6-month grace period, with the surcharge | Otherwise the patent expires |
| 3 years after use of a mark stops | The mark is presumed abandoned | 15 U.S.C. 1127 |
Checklist: selling a closed company's IP
- List every patent, application, trademark, copyright, domain and code repository the company holds.
- Confirm the company owns each one: assignments from inventors, employees and contractors.
- Check patent maintenance fees, trademark affidavits and domain expiry dates.
- Decide who signs: the company, a trustee, an assignee or a court-appointed receiver.
- Choose for each asset whether to sell outright or license.
- Read the privacy policy before including any customer data.
- Check what the records and code are worth before deleting any system.
- Sign written assignments, with the goodwill for trademarks.
- Record patent and trademark assignments at the USPTO within 3 months, and copyright transfers within 1 month.
- Complete domain transfers through the registrar, registrar change first.
- Report the proceeds and keep the sale documents with the company records.
Next step
Make the IP schedule before the dissolution vote, while someone still has the logins. If the company also holds code history, tickets or chat archives, describe them before anything is deleted; no export is needed to find out whether they are worth licensing. See selling company data after closing and the closing a business checklist.
Origin Data Partners is independent and is not affiliated with any AI data buyer. We help owners compare buyers and find the best fit for their records. See what your data is worth.
Common questions
Can you sell a patent?
Yes. Patents and patent applications have the attributes of personal property and are sold by a written assignment. Record it at the USPTO within three months, or before any later purchase, so a later buyer without notice cannot take priority. Electronic recording is free.
How do you sell a patent?
List the patents and applications, confirm the company holds clean title, check the maintenance fees are paid, then market them to companies working in the field, directly or through a patent sales agent. Sign a written assignment and record it at the USPTO through Assignment Center.
What happens to intellectual property when a company dissolves?
It stays with the company. Dissolution does not transfer title, and the company may sell its property while it winds up; anything unsold can be distributed to the owners. In Delaware the Court of Chancery can appoint trustees or receivers to take charge of a dissolved company's property, and in Chapter 7 the trustee controls it.
Can I sell a trademark without the business?
Only with the goodwill. A mark is assignable with the goodwill of the business in which it is used, or the part of the goodwill connected with the mark, and the USPTO refuses to record assignments that were not transferred with the goodwill. A mark not used for three consecutive years is presumed abandoned.
How do I sell a domain name owned by a closed company?
Confirm who the registrant is, keep the registration renewed, agree the sale in writing and complete the registrar's change-of-registrant process. If the buyer wants to move registrar, request that transfer first, because a change of registrant can trigger a 60-day transfer lock.
Can you sell a patent pending?
Yes. Patent applications are assignable in writing in the same way as patents. Trademark intent-to-use applications are different: they cannot be assigned before use is shown, except to a successor to the ongoing business the mark belongs to.
How much can I sell my patent for?
There is no list price. Value depends on what the claims cover, who needs them, the remaining term and whether the patent is in force. Appraisers compare similar sales or royalty rates, estimate the cost to recreate the technology, or work out the present value of the income it can bring.
Can a closed company sell its source code?
Yes, if it owns the code. Code written by employees in their jobs is a work made for hire; contractor code usually needs a signed assignment. AI developers buy code bases with their history, and one founder winding down a startup netted roughly $25,000 for his code base in 2026.
Sources and further reading
Origin Data Partners is independent and not affiliated with any buyer named on this page.
- 35 U.S.C. § 261: ownership and assignment of patents (Cornell LII)
- 35 U.S.C. § 41: patent fees, including maintenance fees (Cornell LII)
- 15 U.S.C. § 1058: trademark registration duration and affidavits (Cornell LII)
- 15 U.S.C. § 1060: assignment of trademarks (Cornell LII)
- 15 U.S.C. § 1127: definitions, including abandonment of a mark (Cornell LII)
- 17 U.S.C. § 101: definitions, including work made for hire (Cornell LII)
- 17 U.S.C. § 201: ownership of copyright (Cornell LII)
- 17 U.S.C. § 204: execution of transfers of copyright ownership (Cornell LII)
- 17 U.S.C. § 205: recordation of transfers (Cornell LII)
- USPTO: MPEP 301, ownership and assignability of patents and applications
- USPTO: Transferring ownership and assignments FAQs
- USPTO: Trademark assignments, transferring ownership or changing your name
- USPTO: Fee schedule (assignment recording fees)
- U.S. Copyright Office: Recordation
- ICANN: Transfer Policy (change of registrant and registrar transfers)
- ICANN: Expired Registration Recovery Policy
- IRS: Internal Revenue Manual 4.48.5, Intangible Property Valuation Guidelines
- Washington RCW 23B.14.050: effect of dissolution
- Delaware Code, Title 8, sections 271 to 279 (sale of assets, dissolution and winding up)
- U.S. Courts: Chapter 7 bankruptcy basics
- Mayer Brown: ABC, assignments for the benefit of creditors (Feb 2023)
- IRS: Closing a business
- IRS: How long should I keep records?
- MIT Technology Review: AI labs buying data from dead startups (Oct 2026)
- Fast Company: shuttered startups are selling old Slack chats and emails to AI companies (Apr 2026)