What is a deed of copyright transfer?
A deed of copyright transfer is the written agreement by which the creator — or another rights holder — transfers their copyright in a work, in whole or in part, to another party. After a legally valid transfer, the acquirer becomes the new rights holder and may exploit the work: make it public, reproduce it, license it, or resell it. The deed of transfer is the act of delivery mandated by the Copyright Act pursuant to Article 2 of the Copyright Act in conjunction with Article 3:95 of the Dutch Civil Code. Without a written deed, the transfer has no legal effect — payment alone, an oral agreement, or an email exchange without a signed deed is insufficient for a legally valid transfer. The fact that this frequently goes wrong in practice leads to lengthy and costly disputes regarding who the true rights holder is.
Our lawyers draft a legally watertight deed of copyright transfer for you, assess whether the work is protected by copyright, and determine whether the transferring party has actual authority to dispose of it — in commissioned relationships, company acquisitions, software transfers, and all other situations in which copyrights change ownership.
What changed for the transfer of copyright as of January 1, 2026?
As of January 1, 2026, the Copyright Act has been tightened on an important point. Before that date, the written requirement applied only to the transfer of copyright — the deed. The agreement to transfer itself could, in principle, also be concluded orally, although practical provability was problematic. Since January 1, 2026, the agreement to transfer *and* the granting of an exclusive license must also be entered into in writing. Consequently, an oral agreement to transfer copyright or to license exclusively is no longer legally valid. This tightened written requirement also applies to all existing relationships in which agreements regarding copyright were made orally. Do you have a contractual relationship or collaboration in which the copyright was never transferred in writing? In that case, a valid transfer may still not have taken place. Our lawyers will assess your situation and advise you on the corrective measures to be taken.
When do you need a deed of copyright transfer?
You need a deed of copyright transfer in all situations where copyrighted works change ownership or where, as the acquirer, you want to be certain that you actually hold the rights. The most common situations are the following: In commissioned relationships: a client who hires a designer, photographer, copywriter, or software developer does not hold copyright on the work created without an explicit written transfer — the creator remains the rights holder. In company acquisitions: copyrights on products, software, marketing materials, and corporate identity form part of the assets to be acquired and must be transferred by means of a deed. In restructurings: when contributing a business to a BV or within a holding structure, copyrights must be explicitly transferred to the new legal entity. In collaborations between creators: if multiple creators have jointly created a work, transfer by one of them requires a deed signed by the transferring creator. And in financing transactions where copyrights are provided as security.
What must be included in a deed of transfer of copyright?
A legally valid deed of transfer of copyright must meet at least the following requirements. First, the identification of the parties: the transferring party and the transferee with their full names and legal forms. Second, a sufficiently specific description of the work to be transferred: the work must be identifiable by means of the deed, preferably supplemented by attachments such as images, filenames, version descriptions, or technical documentation. An overly vague description — "all copyrights to the works created by the contractor" without further specification — may be challenged in court. Third, a description of the powers to be transferred: pursuant to Article 2, paragraph 2 of the Copyright Act, the transfer comprises only those powers stated in the deed or those that necessarily follow from the nature and purport of the title. If you also wish to transfer future modes of exploitation, you must explicitly name them. Fourth, the title of transfer: the legal basis, usually purchase or gift. Fifthly, a guarantee of the power of disposal: the transferring party declares that it is the actual right holder and that the work has not previously been transferred or licensed in a manner that hinders the transfer. And sixthly, an arrangement regarding moral rights.
What are personality rights and what do they mean for their transfer?
An important reservation applies to the transfer of copyright: moral rights under Section 25 of the Copyright Act do not transfer upon the transfer. Even after the complete transfer of his copyright, the creator retains the right to have his name mentioned on the work, the right to object to publication without attribution, the right to object to modification of the work, and the right to object to distortion or mutilation of the work that harms his honor or reputation. The creator may contractually waive a part of these moral rights—attribution, modification, manner of publication. The right to object to distortion or mutilation cannot be waived. For the acquirer of copyright, it is essential that the deed expressly states that the creator waives his moral rights to the extent permitted by law—otherwise, the acquirer runs the risk that the creator will later object to the use or modification of the work.
Who holds the copyright in a contractual relationship: the client or the creator?
This is the most common source of copyright disputes in business practice. The general rule of the Copyright Act is that copyright belongs to the creator of the work. A client who pays a designer, photographer, software developer, or copywriter to create a work does not automatically acquire copyright—they only obtain an implicit license to use the work for the purpose for which it was created. A written deed is always required for a full transfer. This applies even if the client bears the full development costs, if the work is entirely custom-made for the client, or if nothing regarding copyright is mentioned in the quotation. The only statutory exception is the employee: work created by an employee in the performance of their duties automatically belongs to the employer pursuant to Article 7 of the Copyright Act, unless the parties have agreed otherwise. This exception does not apply to freelancers, self-employed professionals, and other external contractors. Our lawyers advise you on the copyright position in your client relationships and draft the necessary transfer deeds.
Can copyright be partially transferred?
Yes. Pursuant to Article 2 of the Copyright Act, copyright is transferable in whole or in part. A partial transfer may relate to a limited territory, a limited form of exploitation, a limited duration, or a limited target audience. For example, you can transfer only the publication rights for the Netherlands and retain the rights for abroad, or transfer only the digital exploitation rights and keep the physical exploitation rights yourself. A partial transfer requires the same written deed as a full transfer. The distinction from an exclusive license is important: in a partial transfer, the acquirer becomes the new rights holder for that part. In an exclusive license, the rights holder retains ownership but grants an exclusive right of use. As of January 1, 2026, both require a written agreement as well as a deed of transfer. Our lawyers will advise you on which structure—transfer or license—best suits your commercial objectives.
How does the transfer of copyright for software work?
With software, additional complications arise regarding the transfer of copyright. Software typically consists of multiple layers—source code, object code, documentation, user interface—on which copyright may rest separately. A deed that transfers only "the software" without further specification can be challenged due to insufficient specificity. The Amsterdam District Court has confirmed that the requirement of sufficient specificity regarding software is determined by the circumstances of the case and that a reference to the contractual description of the software to be developed may suffice—but certainty is provided only by a detailed description including version control, file names, and technical documentation as an attachment. Furthermore, it should be borne in mind that in the case of software created by multiple developers, each contributing creator must transfer their share of the copyright separately. For software transfers, our lawyers draft a deed with a specified technical attachment that precludes dispute regarding the scope of the transfer.
What are the risks of a deed that describes the powers to be transferred incompletely?
Article 2, paragraph 2 of the Copyright Act stipulates that the transfer only covers those powers that are expressly stated in the deed or that necessarily follow from the nature and purport of the title. This is the so-called limited scope of the transfer. In practice, this means that a deed transferring "all copyrights" without further specification may not cover future modes of exploitation—digital distribution, streaming, AI training, merchandising—if these did not yet exist or were not expressly stated at the time the deed was drafted. The assignee who believes themselves to be the full rights holder may be surprised by the creator invoking powers not included in the deed. A future-proof deed not only names the current modes of exploitation but also contains a provision regarding new and future modes of exploitation. Our lawyers will draft a deed for you that fully protects your rights in the future as well.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out the work to be transferred, the rights holder, the power of disposal, and the desired scope of the transfer. Based on this, we draft a deed of copyright transfer that meets all statutory requirements of the Copyright Act and the Civil Code — including a sufficiently defined work description, a complete list of the powers to be transferred including future modes of exploitation, a waiver clause regarding moral rights, and a guarantee of the power of disposal. Do you have an existing contract for services, employment contract, or cooperation agreement in which copyright is not regulated or is only partially regulated? In that case, we will assess your position and draft the necessary supplementary deed. Are you involved in a corporate acquisition where copyright is part of the core assets? Then we will guide the full IP due diligence and the transfer of all relevant intellectual property rights.
