Who can sign a data licence when a company is closing?

When a company is closing, the person who built it is not always the person who can sign for it. Authority over company assets can shift to directors acting in a wind-down, to a liquidator, or to an assignee, and a data licence has to be signed by whoever actually holds that authority. Getting this right at the start protects the company, the buyer and the people involved.

This post explains the usual signatories, why we ask for an authority document up front, and why payment always goes to the company entity. It is general information, not legal advice, and anyone signing on behalf of a closing company should involve counsel.

Start with a basic point that is easy to lose in the stress of a shutdown. The Slack workspace, the email domain, the Jira projects and the CRM were paid for and operated by the company. The records they contain are company assets, in the same way that the laptops and the domain name are.

That means a founder, an early engineer or a former head of operations cannot license the data personally, even if they still have admin access to the tools. Access is not the same as authority. A licence signed by someone without authority over company assets would be a problem for everyone, including the buyer, who needs clean provenance.

It also means the proceeds belong to the company. In our process, payment always goes to the company entity, never to an individual, regardless of who signs.

The answer depends on where the company is in its closing process and on the law that governs it. In broad terms, the people who may be able to sign include:

• A director or officer of a company that is still under the control of its board, including one that is winding down informally
• A liquidator appointed in a formal liquidation, who generally takes control of company assets for the benefit of creditors
• An assignee in an assignment for the benefit of creditors, who holds the assets in order to realize value from them
• Another court-appointed or statutory officeholder where the process gives that person control over company property

Which of these applies is a question for the company's advisors. The point for a data licence is simply that someone in this list, with authority over company assets at the time of signing, needs to be the signatory. If you advise closing companies in one of these roles, our partners page explains how we work with officeholders and their counsel.

Before any data moves, and usually before the read-only evaluation even begins, we ask for a document showing the signatory's authority. Depending on the situation, that might be a board resolution, an appointment order, an assignment agreement or a similar record.

Asking for it up front saves time for everyone. If authority sits with a liquidator rather than the former CEO, it is better to know on the first call than after the anonymized sample has been reviewed. It also avoids an awkward situation where a well-meaning founder grants access to tools before the right person has agreed to anything.

For the buyer, the authority document is part of provenance. AI labs increasingly want to show where their training data came from and who agreed to its use. A clear chain from the company, through a person with authority, to a signed licence is what makes the data usable for them.

Whoever signs also sets the scope. That includes which systems are in, which clients, channels or folders are excluded, and whether direct messages are included at all. Those choices are annexed to the contract before any data is touched.

A liquidator or assignee may not know the company's history as well as the founders did. That is fine. In practice, the signatory often asks a former employee to help identify sensitive channels or customer folders that should be left out, while keeping the decision and the signature with the person who has authority.

Some categories are excluded by default regardless of who signs. HR, payroll, medical and legally privileged folders stay out. Direct messages stay out unless the company includes them and has the right to do so.

Imagine a 40-person design software company whose board starts talking to us in the spring, while directors are still in control. By early summer, the company enters a formal process and a liquidator is appointed. The original signatory may no longer have authority to finish the deal.

This is one reason the overall process is designed to be short. About an hour of the seller's time is needed in total, and payment to the company entity typically follows in 2–4 weeks. Still, if a formal appointment is likely, it is worth raising early so the right person can step in without restarting. Our post on the forgotten asset in every startup shutdown explains why acting before tools are cancelled matters, and the wind-down checklist covers what to preserve.

A data licence under our process is narrow. The buyer may use anonymized data for training and evaluation only. It may never market to, profile, contact or re-identify anyone in the data, and the data is never resold for marketing or people search.

The signatory is also agreeing to a defined handling process. No third party touches raw data. Every person, company, email and account is replaced with a consistent token across every tool, and secrets such as credentials and card numbers are removed outright. The signatory reviews an anonymized sample before delivery, and the raw archive is deleted within 30 days of sign-off, with a deletion certificate, as a contract obligation.

For a liquidator or assignee, that combination of narrow use, defined handling and documented deletion is often what makes the decision straightforward. Value can be recovered for the estate without handing over raw records or creating a lingering risk. For the general distinction between this kind of grant and an outright sale, see Licensing vs. selling data.

If you are a director, officer, liquidator or assignee and you are unsure whether you are the right person to sign, that is a good first question to bring to a call. We will ask what process the company is in, what document shows authority, and which systems still exist.

Book a 15-minute call and we can work out together who should sign and what the company's data might be worth.