What IP should a startup protect before raising Series A?

Before a Series A, a startup should have protected: (1) Core technology: patent applications filed or trade secret protocols documented and timestamped; (2) Source code: qualified electronic timestamps on each major release establish copyright creation date; (3) Brand: trademark applications filed in key markets (EU via EUIPO, Switzerland via IGE/IPI, US via USPTO); (4) Proprietary data and algorithms: documented as trade secrets with access controls and NDAs; (5) Founder and employee IP assignments: signed and timestamped to prove the company owns IP created before and during employment; (6) Customer and vendor contracts: qualified electronic signatures on all agreements. Investors at Series A conduct IP due diligence. Gaps here directly affect valuation.

Why do Series A investors care about IP ownership documentation?

Series A investors are acquiring equity in a business whose value often rests primarily on its intellectual property: the technology, the brand, and the proprietary know-how. If IP ownership is unclear (e.g., a founder created core technology before the company was incorporated and did not formally assign it), the investor may be acquiring equity in a company that does not actually own its most valuable asset. Qualified electronic timestamps on early code, designs, and product descriptions, combined with proper IP assignment agreements, prove the chain of ownership from creator to company. This documentation directly reduces investor risk and supports a higher valuation.

How do qualified electronic timestamps help with startup IP protection?

A qualified electronic timestamp from a QTSP under eIDAS Art. 41 creates an independent, court-admissible record that a specific version of a document (code, design, business plan, invention description) existed at a specific date. For startups: timestamps on early product versions establish copyright creation date and trade secret existence; timestamps on IP assignment agreements confirm the date of transfer; timestamps on pitch decks and investor materials create a record of what was disclosed and when. These are low-cost (from) compared to patent filings, and they create a comprehensive IP audit trail that supports due diligence without requiring a patent in every jurisdiction.

What is an IP assignment agreement and why must startups have one?

An IP assignment agreement is a legal document in which an individual (typically a founder, co-founder, or employee) formally transfers ownership of intellectual property they created to the company. Without a signed and dated IP assignment, IP created by a founder before the company was incorporated, or by an employee using personal equipment, may legally remain the property of that individual, not the company. This is a critical Series A due diligence finding: if the company doesn't own its core technology, the investment is structurally at risk. Qualified electronic timestamps on IP assignment agreements establish when the transfer occurred, protecting both the company and the founder in any future dispute.

Which IP protections are mandatory before a Series A and which are optional?

Mandatory before Series A: (1) IP assignment agreements from all founders and employees who contributed to core technology; (2) Evidence of creation date for core IP (qualified timestamps or patent filings); (3) Trademark applications in the company's primary market; (4) NDAs with all employees, contractors, and material business partners. Optional but advisable: patent applications for core technology (expensive, but provide the strongest exclusive rights); copyright registration in the US if selling there (required to sue for statutory damages); international trademark registration if expanding globally. The mandatory items directly affect the investment decision; the optional items affect post-investment growth strategy.

IP Copyright

融资 A 轮的初创公司 IP 保护清单：投资者在签署前会检查什么

Swiss Trust Layer Editorial Team · IP & Legal Content

2026年6月11日 8 分钟阅读最后更新 2026年9月8日

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In short

A 轮投资者现在在签署条款书之前会进行 10 项 IP 尽职调查。大多数初创公司在 3 项或更多项上不合格。以下是完整清单，以及如何在流程开始之前弥补每一个差距。

2025年10月，一家总部位于苏黎世的SaaS公司与A轮融资领投方进入独家谈判阶段。条款清单已草签，股权结构表清晰，产品在三个国家拥有付费客户。随后，投资方的知识产权律师提出了一个问题：核心推荐引擎是谁编写的，何时完成？创始人无法给出令人满意的答案。最初两位工程师在劳动合同签订之前便已加入团队。公司没有任何知识产权转让协议，也没有独立的时间戳记录，只有一个由公司自行控制的Git代码库。领投方以存在知识产权归属风险为由，将报价降低了80万瑞士法郎，融资最终晚了六周才以较低估值完成。

对于创始人而言，这一漏洞如今已不仅仅是法律问题，更是融资问题。机构投资者及其律师在签署条款清单之前就会开展系统性的知识产权审计。根据瑞士仲裁协会的数据，投资后知识产权纠纷的解决平均需要花费15万至40万瑞士法郎，在最坏的情况下甚至可能危及公司存亡。一家带着文件漏洞进入尽职调查的初创公司会拖慢整个流程，招致重新谈判，甚至失去交易机会。

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