Publication date: January 07, 2026
Intellectual property law plays a key role in protecting creativity and innovation, regulating the use, management, and transfer of rights to works, inventions, and trademarks. In the Polish legal system, these issues are grounded in specific provisions, such as the Copyright and Related Rights Act and the Industrial Property Law, as well as in the general provisions of the Civil Code. The transfer of intellectual property rights, including their transferability, succession, and the form of contracts, raises many practical questions. Can intellectual property rights be transferred under the Civil Code? What are the rules governing their transfer? This article will examine these key issues, including the relationship between the general provisions of the Civil Code and the provisions of specific laws.
Definition and basic features of intellectual property rights
The general concept of ownership is defined as one of the broadest property rights, granting the owner the right to use a thing and decide its fate to the exclusion of others. Intellectual property is a distinct category in law, encompassing the intangible results of human creative activity. This concept can be analyzed based on various legal bases. According to the Act of 23 April 1964 – the Civil Code, intellectual property includes, among others, trade secrets, which are defined as a business asset in Article 551 of the Civil Code.
The concept of intellectual property refers to a very broad category that can encompass a variety of works resulting from an individual’s creative activity. It is distinguished by its innovativeness and uniqueness. The main types of intellectual property rights are copyright, along with related rights, and industrial property rights. Broadly speaking, the institution of intellectual property also encompasses areas such as database rights, personal rights, and know-how. Protection for these rights comes from both national regulations and international law. Violation of intellectual property rights held by specific authorized entities will result in civil, administrative, and even criminal liability, including the possibility of imposing prison sentences on violators. Intellectual property law is regulated in various legal acts, with regulations at both the international and EU levels, as well as national levels. Among the most important international regulations, the Paris Convention for the Protection of Industrial Property of 20 March 1883 and the Agreement on Trade-Related Aspects of Intellectual Property (TRIPS) of 23 December 1994 stand out. However, considering the Polish legal system, the following acts are of key importance:
the Civil Code Act,
Act on Copyright and Related Rights,
Industrial Property Law Act,
Database Protection Act,
Act on Combating Unfair Competition.
The Act of 4 February 1994 on Copyright and Related Rights stipulates that the author (creator) of an intangible (intellectual) property acquires copyright upon creation of the work. The subject of such copyright is any possible form of creative activity of an individual nature, recorded in any form, regardless of its value, purpose, or means of expression (referred to as a work). It is also important that copyright protection does not require any formalities to be effective. Copyright protects the creator automatically, without the need to register or register the work. There are two main categories:
Moral rights, which are rights that belong to a given creator forever (they are unlimited in time and non-transferable, and cannot be waived). They guarantee the author: the right to be recognized as the author of the work; the ability to label the work with one’s name or pseudonym, or share it anonymously; protection of the content and form of the work and ensuring its fair use; the right to decide on the first public release of the work; and supervision over the use of the work.
Copyrights are economic rights that pertain to the use, distribution, and financial gain of a work. The author may use and dispose of the work in any manner across all fields of exploitation, as well as receive remuneration for the use of the work. These rights can be transferred, inherited, or encumbered. It is also possible to grant another person the right to use the work under a license agreement.
Copyrights expire 70 years after the death of the author, and in the case of co-authored works – 70 years after the death of the last co-author.
When it comes to industrial property, we distinguish inventions protected by patents, which are exclusive rights granted for innovative technical solutions, as well as those involving an inventive step and capable of industrial application. Obtaining such patent protection requires the disclosure of detailed technical information regarding the invention, which allows for its reproduction by persons with the appropriate technical knowledge. This patent provides the owner with protection against unauthorized use or copying of the invention and the ability to derive material benefits from its implementation. Regarding the duration of such patent protection, it is usually valid for a specified period (usually 20 years) in a designated territory. The patent owner may license the use of the invention to other entities in exchange for a license fee, allowing for commercial exploitation of the solution. Industrial property also applies to utility models. In cases where the capabilities of a technical solution do not meet specific patent requirements, they can be protected as utility models. These are new, useful technical solutions concerning the shape, structure, or arrangement of objects with a durable form. Utility models, often called “small patents,” do not require an inventive step and their protection lasts up to 10 years from the filing date. Next, we can distinguish industrial designs, which concern the appearance of products or their parts, characterized by novelty and individual character. Industrial design protection applies to aesthetic aspects such as lines, shapes, colors, or ornamentation, not technical functions. Industrial design protection is valid for 25 years from the filing date, divided into five-year periods. Next, we can distinguish trademarks, which constitute a designation that distinguishes the goods or services of one entrepreneur from those of another. Examples include a word, a drawing, a three-dimensional form, a melody, or a color combination. A trademark protection grants exclusive rights to its commercial use for 10 years, with the possibility of extension for subsequent periods. Next, we can distinguish integrated circuit topographies, which constitute a three-dimensional arrangement of components, including at least one active element and the connection between them. The original functional structure of an integrated circuit can be protected by registration with the Patent Office. We also distinguish geographical indications, which protect products whose typical characteristics are linked to their place of origin. These may refer to a specific quality or reputation associated with a specific region. These indications are divided into standard indications, which indicate only the place of origin, and qualified indications, which additionally highlight the specific characteristics of the product resulting from its place of production. Protection for such indications stems from both national laws and international regulations, such as the Act on Combating Unfair Competition and the Industrial Property Law.
Intellectual property refers to the results of intellectual processes that are fixed in a tangible form, such as a record, drawing, sketch, object, plan, design, or book. It is a collection of rights arising from a person’s various activities, particularly in the fields of literature, art, science, and industry. These areas are protected under the following legal acts:
• Copyright and related rights – regulated by the Act of 4 February 1994 on Copyright and Related Rights (Journal of Laws of 1994, No. 24, item 83, as amended),
• Industrial Property Law – specified in the Act of 30 June 2000 – Industrial Property Law (consolidated text – Journal of Laws of 2003, No. 119, item 117, as amended),
• Database protection – regulated by the Act of 27 July 2001 on the protection of databases (Journal of Laws of 2001, No. 128, item 1402),
• Combating unfair competition – specified in the Act of 16 April 1996 on Combating Unfair Competition (Journal of Laws of 1993, No. 47, item 211).
Intellectual property refers to all rights granted exclusively for intellectual creation. We can distinguish two main types: industrial property, which covers inventions protected by patents, trademarks, industrial designs, utility models, and designations of origin; and copyright, which covers artistic and literary creations. Since 2009, with the entry into force of the Treaty on the Functioning of the European Union (TFEU), the EU has gained clearly defined competences to regulate intellectual property rights (Article 118 TFEU). The foundations for regulating intellectual property rights in the European Union are found in Articles 114 and 118 TFEU. Although intellectual property rights are subject to international and national regulations, they are also covered by EU legal acts, as mentioned previously. Pursuant to Article 118 TFEU, as part of the establishment and functioning of the single market, the European Parliament and the Council adopt measures concerning EU intellectual property law. The goal of these actions is to ensure uniform protection of rights throughout the European Union and to create integrated EU systems for licensing, coordination, and supervision. EU legislative action in this area focuses primarily on harmonizing specific aspects of intellectual property rights. Examples of such actions include regulations relating to the EU trademark, the Community design, and, in the future, the EU patent. EU legal instruments reflect the international obligations of Member States arising from instruments such as the Berne and Rome Conventions, the World Trade Organization’s Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and the 1996 World Intellectual Property Organization (WIPO) treaties.
Principles of transferring intellectual property rights under the Civil Code
In matters concerning the principles of transferring intellectual property rights, the provisions of the Civil Code will be of crucial importance here. They contain general principles relating to the transfer of rights, including intellectual property rights. Although detailed provisions regulating issues related to copyrights, patents, trademarks, and industrial designs are contained in specific acts (e.g., the Act on Copyright and Related Rights, the Industrial Property Law), the Civil Code establishes the legal framework for concluding agreements concerning these rights. It is worth noting Article 353¹ of the Civil Code, which states:
Art. 353(1). [ Principle of freedom of contract]
The parties concluding a contract may arrange the legal relationship at their discretion, provided that its content or purpose do not contradict the nature of the relationship, the law or the principles of social coexistence.
This provision stipulates that the parties have the right to freely shape the content of the agreement, which may refer to the transfer of intellectual property rights, provided that these provisions are not inconsistent with legal provisions, principles of social coexistence, or the nature of the legal relationship. Regarding the form of such an agreement, in the case of the transfer of economic copyrights, there is an addition to the Copyright and Related Rights Act, which requires, in Article 53, the proper written form under pain of nullity. It reads as follows:
Article 53.
An agreement on the transfer of copyrights must be made in writing under pain of nullity.
Considering other intellectual property rights, such as trademarks and patents, written form will also be required for the transfer to be effective. However, regarding the subject matter of the contract, it should be noted that the transfer of intellectual property rights requires that the subject matter of the contract be clearly and unambiguously defined. In the case of copyrights, the fields of exploitation (e.g., use in print, on the Internet) for which these rights will be transferred must be precisely specified. The remuneration for the transfer of rights is also crucial, as it should precisely specify the remuneration for the transferor of rights, unless the agreement clearly states that such transfer will be free of charge. The consequences of failure to pay remuneration may constitute grounds for declaring the contract invalid if the parties’ intentions are questionable. The principles of universal and specific succession governing the transfer of intellectual property rights are also crucial. Universal succession refers to intellectual property rights that can be passed on to specific heirs through inheritance, while special succession governs the transfer of rights that can occur based on an agreement between the parties, such as a contract of sale, gift, or exchange. Unless specific provisions apply, intellectual property rights are transferable. An exception to this rule is author’s moral rights, which, under the Copyright Act, are non-transferable and non-waivable. An agreement obligating the transfer of intellectual property rights transfers the rights to the acquirer unless the parties agree otherwise or specific provisions require additional steps, such as registration with the Polish Patent Office. This has both an obligatory and material effect. It is also worth noting one of the principles found in the Polish legal system: “lex specialis derogat legi generali.” In the event of such a conflict between the provisions of the Civil Code and specific laws (e.g., the Copyright Act), the specific provisions will prevail. Transferring intellectual property rights in the Polish legal system requires precise definition of the subject matter of the contract, adherence to the required form, and adherence to regulations arising from specific laws. Ensuring compliance with these principles will ensure effective and secure transfer of rights between the parties.
Conflict of norms: the Civil Code and specific laws on intellectual property rights
As previously mentioned, intellectual property rights, such as copyrights and industrial property rights, may be transferred under the provisions of the Civil Code and specific acts regulating these rights. It is worth noting Article 155 § 1 of the Civil Code, which states:
Art. 155. [Agreement transferring ownership]
§ 1. A contract of sale, exchange, donation, transfer of real estate or any other contract obliging to transfer ownership of a specific item shall transfer ownership to the purchaser, unless a specific provision provides otherwise or the parties have agreed otherwise.
This is a contract obliging the transfer of ownership of a specific item, which transfers ownership to the purchaser unless a specific provision applies or the parties agree otherwise. This article will address the transfer of rights, including intellectual property rights. However, as mentioned earlier, it is also worth paying attention to the specific provisions that also specify the precise rules for their transfer. Regarding author’s economic rights, it is worth noting Article 41, Section 1 of the Copyright and Related Rights Act, which states:
Art. 41. Transfer of copyright, agreement on the transfer of copyright or agreement on the use of the work
1. Unless the law provides otherwise:
1) copyrights may be transferred to other persons by inheritance or by contract;
2) the purchaser of the copyright may transfer it to other persons, unless the contract provides otherwise.”
This provision states that copyrights may be transferred to other parties by contract, inheritance, or other legal provisions. As previously mentioned, an agreement transferring these rights must be in writing under pain of nullity (Article 53 of the Copyright Act). Failure to comply with the proper form will result in the invalidity of the agreement. In practice, agreements transferring copyrights should precisely define the scope of the transferred rights, the fields of exploitation of the work, the author’s remuneration, and other important provisions related to the use of the work. Regarding the transfer of industrial property rights, such as patents, trademarks, and industrial designs, it is worth noting that these are regulated by the Industrial Property Law and also contain an important provision regarding the transfer of such rights. Specifically, Article 67, paragraph 2 of the IPR states that the transfer of rights may occur under an agreement, which requires written form to be valid. In the case of these rights, in addition to concluding an agreement, it is also necessary to make appropriate entries in the registers maintained by the Polish Patent Office for the transfer to be effective against third parties. Article 67 of the IPL reads as follows:
Art. 67. Industrial Property. Transferability and Inheritance of a Patent
1. The patent is transferable and inheritable.
2. The patent transfer agreement must be made in writing under pain of nullity.
3. The transfer of a patent becomes effective towards third parties upon entry of the transfer in the patent register.
4. The establishment of a registered pledge on a patent is effective upon entry in the pledge register and is subject to disclosure in the patent register.
5. The Patent Office, at the request of the competent authority, shall enter information on the seizure of a patent in the patent register.
Therefore, in the case of these rights, in addition to concluding an agreement, it is also necessary, in accordance with paragraphs 4-5, to make appropriate entries in the registers kept by the Patent Office of the Republic of Poland for the transfer to be effective towards third parties.
In summary, intellectual property rights, such as copyrights, patents, and trademarks, can be transferred under the Civil Code. However, their transfer is subject to specific regulations arising from industry-specific laws, such as the Copyright and Related Rights Act and the Industrial Property Law. While general principles of the Civil Code, such as freedom of contract and the requirement of written form, are crucial in shaping contracts, they must be applied in accordance with specific provisions. The analysis indicates that while the Civil Code establishes a universal framework for the transfer of rights, specific laws may introduce additional requirements, such as precisely defining the fields of exploitation in copyright agreements or registering the transfer of industrial property rights with the appropriate authorities. Therefore, transferring rights requires not only knowledge of civil law but also consideration of the specific regulations governing specific categories of intellectual property. Understanding the relationship between the Civil Code and specific provisions is essential for effective contracting and protecting the interests of the parties. These provisions, although complex, provide the foundation for the protection and transfer of intellectual property, which are crucial in today’s knowledge-based and innovation-driven economy.