Considering I am the founder of Instagram, it means I have written 100% of the application code by myself, then found an investor and they put some money into the startup and got 30% of the new established company's shares.

Then I decided to make some modifications and change some of the ideas and create another app/company by only myself and name it TikTok! In this new application I may have used some of the codes from my previous app as they have lot of similarities and also the previous app is written by me and I don't know how to write a similar code in a different way! And obviously there are similar ideas between this new TikTok app and my previous Instagram application.

Is it possible for the investor of the first app suing me for using some similar codes or ideas to create my new app?

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    Ideas can never be protected by copyright, only expressions (texts, images, music, etc.) also the recent edit should be a separate question. Please remove it or this may well be closed as lacking focus Commented Feb 16, 2023 at 5:44
  • @DavidSiegel: Why do you think it should be a separate question? In this new example Alice created Uber app and found an investor and made this giant company. Then she thought why we can't also deliver foods? It's a similar idea(transfer food instead of humans) and can be done with a similar app, but she decided to establish a new company by only her own and launch this new idea/application with a new name and brand. Commented Feb 16, 2023 at 6:02
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    In practice no professional investor would put money into a company with contractual stipulation that would make it impossible for the company’s IP to not be under the control of the company. And also to make sure that no major reduction of the company’s technological assists could happen without their ok by having stock other than common stock with strings attached. Also, in a very good use of a noncompete clause, the founders would be restricted in what a founder could do for a set time if that left. Otherwise you are investing in bag with a hole in its bottom. Commented Feb 16, 2023 at 6:13
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    Regarding the Uber and then food by a similar method. No problem if it doesn’t use any stolen technology or violate a noncompete. Commented Feb 16, 2023 at 6:16
  • @best It would be a separate question because the ruels for,ideas are vry different from the rules for expressive works, such as computer code, and different areas of the law apply. Commented Feb 17, 2023 at 4:01

1 Answer 1


First of all being the "founder" of a startup in no way implies that one wrote all the code of the startup's primary or signature app. The founder could have hires coders, or had partners, or used open source code.

But let's make some assumptions. Suppose Alice has created a startup, and wrote the code for an application. Suppose Bob invested in the startup, and got 30% of the stock, What rights does Bob have to the copyright on the code?

It depends entirely on what agreements Alice has made.

  • Alice might have sold or assigned the copyright to her startup firm, call that F1, If so, F1 owns the copyright, and Alice can't reuse it without F1's permission. If Alice has retained the other 70% of F1, she controls it and can have it grant her whatever permissions she likes. But if she has sold or assigned a majority shore to investors, she will need to persuade the management of F1, or a majority of the shareholders, to grant her permission.

  • Alice might have merely licensed the code to F1. In this case she retains the copyright. If the license was not exclusive, she can use the code as she pleases, but so can F1, in accord with the license.

In neither case does Bob directly own the copyright, or a share in it, unless a separate agreement granted or sold that to him. But he has a right to a share of the profits, if any that F1 makes, and a right to vote on decisions that 1 makes, long with other owners of F1

If Alice never formally transferred or licensed the software to F1, she still owns the copyright and can do as she pleases, even if shew sold most or al of F1

Note that to transfer a copyright there must (under US law) be a written and signed document, one signed by the owner or the owner's agent. It must specifically indicate what copyright(S) it transfers. A purchase of an interest in a business does not suffice without such a document.

  • Thank you so much for the answer! As I understood you say if Alice still has 51% of the company's share and there is no specific agreements about the application's license/copyright, she can do what she wants about the application. Commented Feb 16, 2023 at 5:09
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    @best Ideas can never be protected by copyright. Practical implementations of ideas can be patented. See my recent edit to this answer on your previous comment. Commented Feb 16, 2023 at 5:18
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    @best_of_man "if Alice still has 51% of the company's share and there is no specific agreements about the application's license/copyright, she can do what she wants about the application": if Alice wrote the code as an employee of the company then the company owns the copyright in the absence of an agreement, at least under US law. The fact that Alice controls the company does not mean that she can do whatever she wants with the company's property (intellectual or otherwise). She has a duty to act in the company's best interest; if she doesn't, she may be sued.
    – phoog
    Commented Feb 16, 2023 at 9:58
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    Alice cannot act against the interests of minority shareholders even if she has a controlling interest.
    – Dale M
    Commented Feb 16, 2023 at 10:49
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    Even if the company does not own the copyright, if Bob were led to believe that the company did when investing it could lead to a lawsuit if Alice used the code elsewhere, and maybe even if she didn't (although that would be the obvious way to find out). Commented Feb 16, 2023 at 11:26

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