Who Owns the Passwords? Asking for Your Business

Written by James Sanders

Every business has “stuff.” The question is whether the company can prove that the stuff is actually its stuff—or whether the proof is hiding in someone’s inbox, desk drawer, former employee’s laptop, or a folder labeled “Misc. Important.”  That may sound like housekeeping. It is also value protection.

When a buyer, lender, investor, successor, or even a sophisticated customer looks at a business, they will want to know what the company actually owns and has the right to use. Revenue is important, of course. But value can quickly become uncertain if the company cannot document the assets and relationships that produce that revenue.  Start with the basics:

• The Company’s Name and Brand – Is the business name properly registered? Are key trade names, logos, domains, websites, and social-media accounts held in the company’s name—not an owner’s or former employee’s personal account?
• Customer relationships – Are significant customers under written agreements? Do those agreements belong to the company, and do they survive a change in ownership or require consent before an assignment?
• Intellectual property – Does the company own its software, designs, content, processes, marketing materials, and other work product? Agreements with employees, consultants, developers, and contractors should clearly assign applicable intellectual-property rights to the company.
• Equipment and inventory – Can the company identify major equipment, vehicles, tools, and inventory—and show whether those assets are owned outright, leased, financed, or subject to a lender’s lien?
• Real estate rights – If the business operates from leased space, is there a signed lease, and does it accurately reflect the tenant entity? If it operates from property owned by an affiliate or owner, are the use rights documented? If access, parking, utilities, or signage depend on an easement or other agreement, is that agreement available?

These questions matter well before a sale. Missing documentation can complicate financing, weaken insurance claims, create disputes with vendors or former personnel, and delay ordinary business decisions. It can also create the awkward moment when everyone agrees the company owns something—except the paperwork does not.

A practical first step is to create an asset-and-rights file: a current list of key assets, copies of titles and leases, customer and vendor agreements, intellectual-property assignments, domain registrations, financing documents, and any related consents or permits. It does not need to be glamorous. It just needs to be organized, current, and in the company’s possession.

Because when diligence begins, “we are pretty sure we own that” is not nearly as reassuring as a signed document in a well-labeled folder.