IP protection in Colombia: who owns your employees’ work
Colombian law hands employers a presumption of ownership but makes it depend on paper, and it gives no effect at all to a non-compete after exit. Here is how to structure the contract around both facts.
Four figures that shape IP and secrecy clauses
In Colombia the economic rights in work an employee creates are presumed to belong to the employer, but only if the contract is in writing and only for the business’s usual activities. A non-compete after exit has no effect, so ownership clauses, confidentiality and access control carry the load.
Who owns what an employee creates in Colombia
Copyright in a work made under an employment contract starts with the person who made it, but Colombian law presumes that the economic rights pass to the employer. Colombia’s copyright statute, Ley 23 de 1982, says this in its twentieth article, in the version Ley 1450 introduced in 2011. The transfer covers what the employer needs for the activities it usually carried on when the work was made, and it applies unless the parties agreed something different.
Two limits come with that presumption. The first is form: the contract has to be in writing for the transfer to operate. An oral hiring, or a start date reached before anyone signed, leaves the presumption with nothing to attach to. The second is scope. The words “usual activities at the time” tie the transfer to what the business did when the work was made, so a company that later moves into a new product line may find that older material was never clearly covered.
Moral rights do not move at all. Authorship credit and the integrity of the work remain personal to the creator, whatever the contract says about money. For most software teams this matters less than it sounds, but it is a reason not to promise a client in another country that it will hold “all rights” in every sense.
The consolidated copyright text is published in the MinTIC normogram as Ley 23 de 1982. The practical message is short: in Colombia, ownership of employee work leans on paperwork more than on the employment relationship itself.
Why the written contract does most of the work
A clear written clause is what turns a presumption into something you can show a buyer, an investor or a court. Because the statutory transfer depends on writing and is bounded by the business’s usual activities, the safest approach is to state the transfer expressly rather than lean on the default.
Ley 23 de 1982 also sets rules for assignments of economic rights in article 183, again as amended by Ley 1450. An assignment must be in writing and, to bind third parties, registered. If the document names no term, the transfer is limited to 5 years; if it names no territory, it is limited to the country where the transfer took place. A clause that says “the employee assigns the rights” and nothing more can therefore end up narrower than anyone intended.
Drafting points that follow from those rules:
- Name the kinds of material covered: source code, documentation, designs, data models, written content, recordings.
- State the uses the employer may make of them, including uses outside its current line of business.
- Give a term and a territory in plain words, so the 5-year and single-country defaults never apply.
- Cover work made with the employer’s equipment or during working hours, and say how work made outside that is handled.
- Record that the salary is the consideration for the transfer, so no separate payment is expected later.
For everything else a signed contract has to state, see Colombian employment contracts; the minimum content is set under article 39 of the Labour Code (Código Sustantivo del Trabajo). The IP clause belongs in the same signed document, not in a handbook the employee receives a month later.
Inventions, designs and other technical results
For inventions, industrial designs and similar technical results, treat the written contract as your main protection and do not build your plans on an unwritten default. Industrial property follows its own registration system, and a filing made years later will ask who owned the invention when it was made. A signed clause answers that question without debate.
A workable clause for an engineering or product role usually does four things. It assigns inventions and designs made in the course of the job. It obliges the employee to tell the employer promptly about anything that might be protected. It commits the employee to sign the documents needed for a filing, including after the job ends. And it keeps a record, such as dated commits, lab notes or design files, that shows when and where the work was done.
Be careful with breadth. A clause that tries to capture everything a person thinks of in their spare time, unrelated to the job, invites a dispute and may not survive one. Tie the assignment to the role, the employer’s business and the resources the employer supplies.
Ask new hires to list anything they bring with them: code libraries they wrote before joining, side projects, earlier designs. A short schedule attached to the contract separates what the person already owned from what they create for you, and it heads off the most common argument at exit, which is whether a component predates the job.
If an invention is likely to be filed outside Colombia, involve patent counsel in the jurisdictions concerned early. The Colombian contract sets up ownership at source; the filings abroad then build on it.
Confidentiality during the employment
While the contract runs, confidentiality has real teeth: disclosing the employer’s trade secrets appears at numeral 8 of the Labour Code’s closed list of just causes for dismissal. A breach can therefore end the contract with no indemnity, provided the employer proves it and follows the right procedure.
That procedure has become more formal. Article 115, rewritten by the 2025 reform, makes the employer open a file, put the charges to the worker in writing, show the evidence, wait at least 5 days for a reply, and only then decide, with reasons and a sanction proportionate to the fault that the worker can contest. Small employers, under 10 workers, have a lighter duty: hearing the person before any sanction. Keep this in mind before reacting to a suspected leak: an accusation without evidence and a hearing creates its own legal problem. Our article on termination in Colombia explains what follows if the dismissal is later found to lack a just cause.
Prevention is cheaper than discipline. Spell out in writing what counts as confidential, who may see it and how it is stored. For people working from home, the telework rules help here: a telework agreement must state the equipment provided, who keeps it and how it is returned, and the digital security measures the worker must follow (Decreto 1072 de 2015, art. 2.2.1.5.3). Those clauses double as a confidentiality framework for remote staff.
Access control matters as much as wording. Give each person the systems their role needs, remove access the day a contract ends, and keep logs. A clean audit trail is often what turns a suspicion into evidence that meets the article 115 standard.
Why post-employment non-competes have no effect
Colombian law gives no force to a covenant restraining a former employee from joining or setting up a rival business. Article 44 of the Labour Code is the source. It once carried an exception for technical, industrial and agricultural workers, allowing a restriction of up to a year with compensation, but that exception was declared unconstitutional and struck out. In the MinTIC version of the Código Sustantivo del Trabajo the deleted wording still appears, struck through.
Foreign companies often carry a standard non-compete into a Colombian offer letter out of habit. It does no good and can do harm: a clause the employee knows to be void undermines the credibility of the clauses that do work, such as the IP assignment and confidentiality terms.
What protects the business instead is a combination of measures that act during the job and at the moment of exit:
- a precise IP assignment, so the work product stays with the employer whoever the person joins next
- confidentiality obligations tied to identified information, backed by access control
- a planned handover during the 30 days’ notice an employee gives when resigning from an indefinite contract
- retention tools that reward staying, such as bonuses paid over time, rather than penalties for leaving
Note one detail on notice. Someone quitting an open-ended job should warn the employer 30 days ahead, yet a contractual fine for leaving sooner would be void. Treat the notice period as a handover window, not as a restraint.
IP when an employer of record signs the contract
With an employer of record, the name on the Colombian contract is the EOR’s, and the statutory presumption follows that name rather than your company’s. Ownership therefore needs two written links: the employment contract transfers the rights from the employee to the employer, and the services agreement between the employer and you passes them on to your business.
Check both documents before the first day of work. The employment contract should carry the IP and confidentiality clauses described above, signed before work starts. The services agreement should state that rights in everything your hire produces for you belong to your company, with a term and territory, and that the employer will sign any further document needed for a registration.
Your hire’s Colombian contract is with Employer of Record Colombia, payroll runs in pesos each month, and your own IP and confidentiality wording can go into that contract where it fits Colombian law. Where our role stops and yours starts is mapped in what an EOR covers in Colombia: you set the tasks and review the output, so the IP itself is created under your direction.
Exit deserves its own checklist. On the last day, laptops and access tokens come back, repositories are handed over and accounts are closed; the telework agreement already says how equipment is returned. The employee is entitled, on request, to a certificate of service, job and salary, which has nothing to do with IP and should never be held back as leverage.
One more point for distributed teams. If a Colombian employee works for a period from another country, Colombian law still governs a transnational telework contract, but local rules where the work is done may affect how inventions made there are treated. Ask counsel before a long stay abroad, not after a patent filing.
Frequently asked
Q01Does an employer in Colombia automatically own the copyright in an employee’s work?
Q02Can I add a non-compete to a Colombian employment contract?
Q03What happens if an assignment of rights does not state a term or territory?
Q04Is leaking trade secrets grounds for dismissal in Colombia?
Q05Who owns IP created by a hire employed through an EOR?
Put your IP terms in the contract from the start
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