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Circular 12 United States Copyright Office

Recordation of Transfers and

Other Documents

IN GENERAL

What Copyright Is

Copyright is a form of protection provided by the laws of

the United States to the authors of “original works of authorship,” including literary, dramatic, musical, artistic, and certain other intangible works. This protection is available to

both published and unpublished works.

Exclusive Rights

The initial owner of copyright generally has the exclusive

right

• To reproduce the work in copies or phonorecords;

• To prepare derivative works based upon the work;

• To distribute copies or phonorecords of the work to the

public by sale or other transfer of ownership, or by rental,

lease, or lending;

• In the case of literary, musical, dramatic, and choreographic works, pantomimes, and motion pictures and

other audiovisual works, to perform the work publicly;

• In the case of literary, musical, dramatic, and choreographic works, pantomimes, and pictorial, graphic, or

sculptural works, including the individual images of a motion picture or other audiovisual work, to display the work

publicly;

• In the case of sound recordings, to perform the work

publicly by means of certain digital audio transmissions.

Owner of Copyright

Only those deriving their rights through the author can

own copyright in the work. The author may transfer all or

part of the copyright to someone else. Copyright protection

exists from the time the work is created and fixed in some

tangible form. The copyright immediately becomes the

property of the author upon fixation. In the case of a work

having more than one author, the authors are co-owners of

the copyright, unless there is an agreement to the contrary.

In the case of a work made for hire, the employer, not the

employee, is presumed to be the author.

A copyright may also be conveyed by operation of law

and may be bequeathed by will or pass at the death of the

copyright owner as personal property by the applicable laws

of intestate succession.

Divisibility of Copyright

Any or all of the exclusive rights of the copyright owner,

or any subdivision of those rights, may be transferred separately. However, the transfer of any exclusive right is not

valid unless the transfer is in writing and signed by the

owner of the rights conveyed (or the owner’s duly authorized

agent). The transfer of a nonexclusive right does not require

a written document, but a written document may afford priority to the licensee in certain situations.

WHAT MAY BE RECORDED

A document that transfers copyright ownership or any other

document pertaining to a copyright may be recorded in the

Copyright Office if the document filed for recordation bears

the actual signature of the person who executed it, or if the

document is accompanied by a sworn or official certification

that it is a true copy of the original signed document. 17

U.S.C. 205(a).

Transfers

A “transfer of copyright ownership” is an assignment,

mortgage, grant of an exclusive license, transfer by will or

intestate succession, or any other change in the ownership

of any or all the exclusive rights in a copyright, whether or

not it is limited in time or place of effect. It does not include

a nonexclusive license. A transfer of exclusive rights, other

than by operation of law, is not valid unless an instrument of

conveyance (for example, contract, bond, or deed) or a note

or memorandum of the transfer is in writing and is signed by

the owner of the rights conveyed or the owner’s duly authorized agent. The Copyright Office does not make or in any

way participate in the making of transfers of copyright ownership, but it will record a document of transfer after it has

been executed by the parties. No special forms for documents and notarization are necessary for recordation. The

following information should be noted:

• Forms: The Document Cover Sheet is available from the

Copyright Office for optional use whenever a document

is submitted for recordation. The Document Cover Sheet

is designed to facilitate recordation of documents.

Two copies of the Document Cover Sheet should accompany each document. Cover sheets should be typed or

printed. When completed, the cover sheet should contain

the information requested so that the Copyright Office can
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process the document and return it. Any cover sheets submitted will be recorded with the document as part of the official recordation. The Copyright Office will refer to the actual document to verify the terms and will process the

document based on the information in the document. Therefore, parties and titles should be clearly identified in the

document or an attachment to it. Information for indexing will

not be taken from the document cover sheet or other

sources such as cover letters submitted with the document.

To be recordable, a document must satisfy the recordation

requirements of the copyright code and Copyright Office

requirements. See “Documents Will Be Returned Unrecorded IF:” on page 4 and “What to Submit to Record a

Document” on page 3.

The person(s) submitting a document with or without a

cover sheet is (are) solely responsible for verifying the sufficiency of the document. Recording a document submitted

with or without a cover sheet does not constitute a determination by the Copyright Office of the document’s validity or

effect. Only a court may make such determinations.

Documents submitted for recordation should not be in the

form of a letter to the Copyright Office because this Office

cannot make transfers of copyright ownership. Rather, the

Office serves as an office of public record of transfers.

• Notarization of Certificate of Acknowledgement: A

valid transfer need not be notarized or otherwise accompanied by a certificate of acknowledgement. However, a

notarization or certificate of acknowledg-ment is prima

facie evidence of the execution of the transfer if:

1. In the case of a transfer executed in the United States,

the certificate is issued by a person authorized to administer oaths within the United States;

or

2. In the case of a transfer executed in a foreign country,

the certificate is issued by a diplomatic or consular officer of the United States or by a person authorized to

administer oaths whose authority is proved by the certificate of such a diplomatic or consular officer or by a

competent foreign authority pursuant to the provisions of

the 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents.

Documents Pertaining to a Copyright

A document is considered to “pertain to a copyright” if it

has a direct or indirect relationship to the existence, scope,

duration, or identification of a copyright, or to the ownership,

division, allocation, licensing, transfer, or exercise of rights

under a copyright. That relationship may be past, present,

future, or potential.

 Examples:

Exclusive and nonexclusive licenses, contracts, mortgages, powers of attorney, certificates of change of corporate title, wills, and decrees of distribution.

The work to which the document pertains may be either

published or unpublished, and registration for the work need

not have been made before recordation.

COPYRIGHT OFFICE DOES NOT EXAMINE

DOCUMENTS FOR LEGAL SUFFICIENCY

The Copyright Office does not attempt to judge the legal

sufficiency or to interpret the content of any document submitted for recordation. It does not screen the document for

errors or discrepancies. It does not screen the documents

for content and does not generally correspond with the remitter about the sufficiency of the document.

Parties are therefore cautioned to review and scrutinize

any document to assure its legal sufficiency before submitting it to the Copyright Office for recordation. The Copyright

Office will record the document, but recordation may be

without legal effect unless the remitter has prepared the

document in a way that satisfies applicable legal requirements.

WHAT TO SUBMIT TO RECORD A DOCUMENT

NOTE: In order to be recorded, a document must

1. Have an original signature (or proper certification of

photocopy);

2. Be complete by its own terms;

3. Be legible;

4. Be accompanied by the correct fee.

Any transfer of copyright ownership or other document

pertaining to a copyright may be recorded in the Copyright

Office if the document filed for recordation meets the following requirements:

1. The document must bear the actual signature or signatures of the person or persons who executed (signed)

the document. If a photocopy of the original signed document is submitted, it must be accompanied by a sworn

or official certification. The certification must state that

the attached reproduction is a true copy of the original

signed document.

The certification must be either a “sworn certification” or

an “official certification.”

a. A sworn certification is used with a document that

requires no validation by, nor filing in, a public office.

The sworn certification must communicate that the attached reproduction is a true copy of the original signed

document, and the sworn certification must be signed by

one of the parties to the document or by an authorized representative of that person. Sworn certifications may be issued by a notary or other person authorized to administer

oaths. As an alternative to a notarized certification, the following statement is acceptable:

 “I declare under penalty of perjury that the accompanying document is a true and correct copy of the original document. Executed on (date) (signature).”

NOTE: A notary public’s signature certifying that the

photocopy is a true copy IS NOT ACCEPTABLE. The

signatory must be one of the parties to the document

or an authorized representative of that person.
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The Document Cover Sheet is an available option to use

for the sworn certification. It has the above statement preprinted.

b. An official certification is used with a document that

requires validation by, or filing in, a public office.

An official certification is a certification by the appropriate government official that the original of the document is

on file in a public office and that the reproduction submitted

is a true copy of the original.

NOTE: You must submit an ORIGINAL official certification. A photocopy of an official certification is NOT acceptable.

and

2. The document must be complete by its own terms.

That is, a document that contains a reference to any schedule, appendix, exhibit, addendum, or other material as being attached or made a part of it is recordable only if the attachment is submitted for recordation with the document.

and

3. The document must be legible and capable of being reproduced in legible imaged copies.

and

4. The document must be accompanied by the recording fee prescribed in the law. Bank drafts must be drawn on

or payable through a U.S. bank. The proper fee* may be

computed from the following schedule:

a. The basic recording fee for a document covering no

more than one title is $80.*

b. An additional charge of $20 is made for each group

of 10 additional titles or fewer. Thus, one extra title will cost

$20 (plus the original $80), and 10 extra titles will cost $20

(plus the original $80). “Alternative” titles, “formally-knownas” titles, and “also-known-as” titles are charged as extra

titles.*

Examples:

A document containing 1 title is $80.*

A document containing 2 to 11 titles is $100.*

A document containing 12 titles is $120.*

NOTE: If a document covers more than one transfer, the

fee for each transfer is $80 regardless of how many transfers are in a single document.*

* NOTE: Copyright Office fees are subject to change. For

current fees, check the Copyright Office website at

www.copyright.gov, write the Copyright Office, or call (202)

707-3000.

c. In the case of multiple title documents, titles that are

repeated in documents will be counted as a single title, except where the document lists different issues, volumes,

chapters, or installments following the title. Each such entry

will be regarded as a separate title and will be indexed separately and counted separately for purposes of computing the

recordation fee. This procedure for computing the fee on

multiple title documents is effective July 1, 1998.

Example of multiple titles for which a separate

fee is charged:

“Fan Club News,” vol. 1, no. 3 (June 1981)

“Fan Club News,” vol. 1, no. 4 (July 1981)

“Fan Club News,” vol. 1, no. 5 (August 1981)

DOCUMENTS WILL BE RETURNED

UNRECORDED IF:

1. The document does not have an original signature or

proper certification.

2. The document submitted is not capable of being reproduced legibly.

3. The document is incomplete by its own terms.

4. The document is marked as an Exhibit, unless the person requesting recordation asserts that the document is

sufficiently complete as it stands.

5. The complete recordation fee is not submitted.

6. It is unclear whether the document is to be recorded.

7. The document is submitted to this Office in error.

MECHANICS OF RECORDING

TRANSFERS OR OTHER DOCUMENTS

The date of recordation is the date when the written document in proper form and the proper fee are received in the

Copyright Office.

A written document is in proper form when

1. It contains the proper signature or signatures;

2. It is complete by its own terms; and

3. It is capable of being imaged.

Documents sent to the Documents Recordation Section

for recordation are first screened, and nonrecordable documents are returned before fees are accepted in the Office.

Documents accepted for recordation are verified, numbered, cataloged, and imaged for the public record.

They are indexed in the Copyright Office online documents file, COHD, under the names and titles they contain.

The original is returned to the sender with a certificate of

record bearing the date of recordation and the volume and

document number identifying the recorded document.

Documents are available for public viewing in the Copyright Card Catalog. The Copyright Card Catalog is open to

the public from 8:30 a.m. to 5 p.m., eastern time, Monday

through Friday, except federal holidays. It is located in

Room LM-459, Library of Congress, James Madison Memorial Building, 101 Independence Avenue, S.E., Washington,

D.C.

MAILING INSTRUCTIONS

Recordations, transfers of copyright, and other documents pertaining to a copyright should be submitted to:

Library of Congress

Copyright Office

Documents Recordation Section, LM-462

101 Independence Avenue, S.E.

Washington, D.C. 20559-6000
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ADVANTAGES OF RECORDATION

While the recordation of a transfer or document pertaining

to a copyright is not mandatory, there are several advantages to recordation. These include:

• Under certain conditions, recordation establishes priorities

between conflicting transfers, or between a conflicting

transfer and a nonexclusive license.

• Recordation establishes a public record of the contents of

the transfer or document.

• Recordation of a document in the Copyright Office provides the advantage of “constructive notice,” a legal concept meaning that members of the public are deemed to

have knowledge of the facts stated in the document and

cannot claim otherwise. Section 205 of the 1976 Copyright Act says that recordation of a document in the Copyright Office gives all persons constructive notice of the

facts stated in the recorded document, but only if

1. The document or material attached to it specifically identifies the work to which it pertains so that, after the document is indexed by the Register of Copyrights, it would

be revealed by a reasonable search under the title (or

registration number) of the work;

and

2. Registration has been made for the work.

Recordation may be required to perfect a security interest, according to recent case law.

PUBLIC ACCESS TO IN-PROCESS FILES

In-process files are those that the Copyright Office makes

for its own immediate internal use in connection with pending applications for registration or the recordation of documents and that are preliminary to the completion of the public record.

No access is afforded to the public for viewing in-process

files or for visiting any of the areas where they are kept. Likewise, public use of computer terminals intended to access

the automated equivalent of these files is not permitted.

However, upon payment of applicable fees, the public may

use a computer to access the automated equivalent of limited portions of these files. That computer terminal is located

in the Records Maintenance Unit, LM-B14, and is available

8:30 a.m. to 5 p.m., eastern time, Monday through Friday,

except federal holidays.

Requests for certain information contained in the inprocess files may be obtained by anyone, following payment

of applicable fees. Address your request to:

Library of Congress

Copyright Office

Certifications and Documents Section, LM-402

101 Independence Avenue, S.E.

Washington, D.C. 20559-6000

PUBLIC ACCESS TO IN-PROCESS DOCUMENTS

Access will be afforded to pending applications for registration, the deposit material accompanying them, and pending

documents for recordation that were submitted within the

12-month period immediately preceding the request, upon

the request of the copyright claimant or his/her authorized

representative and upon the request of at least one of the

persons who executed the document or by an authorized

representative of that person. These requests should be

made to:

Library of Congress

Copyright Office

Public Information Office, LM-401

101 Independence Avenue, S.E.

Washington, D.C. 20559-6000

Review of the materials upon request of the persons

mentioned above will be permitted in the Public Information

Office. No charge will be made for this service.

In exceptional circumstances, the Register of Copyrights

may allow inspection of pending applications and open correspondence files by someone other than the copyright

claimant, upon submission of a written request that is

deemed by the Register to show good cause for such access and to establish that the person making the request is

one properly and directly concerned. The written request

should be addressed to:

Copyright GC/I&R

P.O. Box 70400

Southwest Station

Washington, D.C. 20024

No direct public access is permitted to financial or accounting records.

PUBLIC ACCESS TO DOCUMENT RECORDS

Requests for copies of recorded documents should be addressed to:

Library of Congress

Copyright Office

Certifications and Documents Section, LM-402

101 Independence Avenue, S.E.

Washington, D.C. 20559-6000

Tel: (202) 707-6787

Fax: (202) 707-6859 (for Deposit Account

holders only)

Inspection and copying of completed records and indexes relating to a registration or a recorded document and

inspection of copies or identifying material deposited in connection with a completed copyright registration may be undertaken in the Certifications and Documents Section upon

payment of the appropriate fee. Since some of the materials are not stored on the immediate premises of the Copyright Office, it is advisable to consult with the Certifications

and Documents Section in advance to determine the length

of time necessary to produce the required materials.
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Requests for searches of recordations in the completed

catalogs and indexes of the Copyright Office should be addressed to:

Library of Congress

Copyright Office

Reference and Bibliography Section, LM-451

101 Independence Avenue, S.E.

Washington, D.C. 20559-6000

Tel: (202) 707-6850

Fax: (202) 707-6859 (for Deposit Account

holders only)

COPYRIGHT OFFICE FILES AVAILABLE OVER

THE INTERNET

Copyright Office records in machine-readable form cataloged from Jan. 1, 1978, to the present, including registration information and recorded documents, are available over

the Internet. These include the following files: COHM, which

contains all original and renewal registrations except serials; COHD, which contains documents; and COHS, which

contains serials. The Copyright Office website address is

www.copyright.gov.

DOCUMENTS NOT COVERED BY THIS CIRCULAR

The filing or recordation of the following documents is not

covered by this circular, and other requirements may apply:

1. Certain contracts entered into by cable systems located

outside the 48 contiguous states. [17 U.S.C. 111(e); see

37 CFR 201.12];

2. Notices of Identity and Signal Carriage Complement, and

Statements of Account of cable systems. [17 U.S.C.

111(d); see 37 CFR 201.11 and 201.17];

3. Statements of account of satellite carriers. [17 U.S.C.

119(b); see 37 CFR 201.11];

4. Notices and statements of account submitted for distribution of digital audio recording equipment and media.

[17 U.S.C. chapter 10, 1003-1004; see 37 CFR 201.27

and 201.28];

5. Original signed notices of intention to obtain a compulsory license to make and distribute phonorecords of

nondramatic musical works. [17 U.S.C. 115(b); see 37

CFR 201.18];

6. License agreements and terms and rates of royalty payments voluntarily negotiated between one or more public broadcasting entities and certain owners of copyright.

[17 U.S.C. 118; see 37 CFR 201.9];

7. Notices of termination. [17 U.S.C. 203, 304(c); see 37

CFR 201.10].

8. Statements regarding the identity of authors of anonymous and pseudonymous works and statements relating to the death of authors. [17 U.S.C. 302];

9. Notices of Intent to Enforce filed under the URAA. [17

U.S.C. 104(a), 109(b), chapter 11];

10.Documents pertaining to the removal of works of visual

art from buildings. [17 U.S.C. 113(d)];

11.Documents pertaining to transfers of Mask Works. [17

U.S.C. 903(c)].

For information on recording shareware, contact the

Documents Recordation Section at the address given

above under “Mailing Instructions.”

RELEVANT STATUTORY PROVISIONS FROM

TITLE 17 OF THE UNITED STATES CODE

Section 101.

§ 101. Definitions

A “joint work” is a work prepared by two or more authors

with the intention that their contributions be merged into inseparable or interdependent parts of a unitary whole.

A “transfer of copyright ownership” is an assignment,

mortgage, exclusive license, or any other conveyance,

alienation, or hypothecation of a copyright or of any of the

exclusive rights comprised in a copyright, whether or not it

is limited in time or place of effect, but not including a nonexclusive license.

Section 204.

§ 204. Execution of transfers of copyright ownership

(a) A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing

and is signed by the owner of the rights conveyed or such

owner’s duly authorized agent.

(b) A certificate of acknowledgement is not required for

the validity of a transfer but is prima facie evidence of the

execution of the transfer if—

(1) in the case of a transfer executed in the United

States, the certificate is issued by a person authorized to

administer oaths within the United States; or

(2) in the case of a transfer executed in a foreign

country, the certificate is issued by a diplomatic or consular

officer of the United States, or by a person authorized to

administer oaths whose authority is proved by a certificate

of such an officer.

Section 205.

§ 205. Recordation of transfers and other documents

(a) CONDITIONS FOR RECORDATION.—Any transfer

of copyright ownership or other document pertaining to a

copyright may be recorded in the Copyright Office if the

document filed for recordation bears the actual signature of

the person who executed it, or if it is accompanied by a

sworn or official certification that it is a true copy of the original, signed document.

(b) CERTIFICATE OF RECORDATION.—The Register of

Copyrights shall, upon receipt of a document as provided by

subsection (a) and of the fee provided by 17 U.S.C. 708, record

the document and return it with a certificate of recordation.
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(c) RECORDATION AS CONSTRUCTIVE NOTICE.—

Recordation of a document in the Copyright Office gives all

persons constructive notice of the facts stated in the recorded document, but only if—

(1) the document, or materials attached to it, specifically identifies the work to which it pertains so that, after

the document is indexed by the Register of Copyrights, it

would be revealed by a reasonable search under the title or

registration number of the work; and

(2) registration has been made for the work.

(d) PRIORITY BETWEEN CONFLICTING TRANSFERS.—As between two conflicting transfers, the one executed first prevails if it is recorded, in the manner required

to give constructive notice under subsection (c), within 1

month after its execution in the United States or within 2

months after its execution outside the United States, or at

any time before recordation in such manner of the later

transfer. Otherwise the later transfer prevails if recorded first

in such manner and if taken in good faith, for valuable consideration or on the basis of a binding promise to pay royalties, and without notice of the earlier transfer.

(e) PRIORITY BETWEEN CONFLICTING TRANSFER

OF OWNERSHIP AND NONEXCLUSIVE LICENSE.—A

nonexclusive license, whether recorded or not, prevails over

a conflicting transfer of copyright ownership if the license is

evidenced by a written instrument signed by the owner of

the rights licensed or such owner’s duly authorized agent,

and if—

(1) the license was taken before execution of the

transfer;

or

(2) the license was taken in good faith before recordation of the transfer and without notice of it.

FOR FURTHER INFORMATION

Information via the Internet: Circulars, announcements, regulations, other related materials, and all copyright

application forms are available on the Copyright Office

website at www.copyright.gov.

Information by fax: Circulars and other information (but

not application forms) are available by using a touchtone

phone to access Fax-on-Demand at (202) 707-2600.

Information by telephone: For general information

about copyright, call the Copyright Public Information Office

at (202) 707-3000. The TTY number is (202) 707-6737. Information specialists are on duty from 8:30 a.m. to 5:00

p.m., eastern time, Monday through Friday, except federal

holidays. Recorded information is available 24 hours a day.

Or, if you know which application forms and circulars you

want, request them 24 hours a day from the Forms and

Publications Hotline at (202) 707-9100. Leave a recorded

message.

Information by regular mail:

Library of Congress

Copyright Office

Publications Section, LM-455

101 Independence Avenue, S.E.

Washington, D.C. 20559-6000

Library of Congress • Copyright Office • 101 Independence Avenue, S.E. • Washington, D.C. 20559-6000

www.copyright.gov

Rev: July 2003—70,000 Web Rev: July 2003 Printed on recycled paper U.S. Government Printing Office: 2003-496-605 ⁄ 60,086