What to do with company code repositories when your software company shuts down

What does the code record actually include?

A software company's code record is much more than its final source tree. It covers every commit and diff, branches and tags, pull or merge requests, review comments, linked issues, CI results, release notes, design documents and incident postmortems. A plain clone of a repository keeps the commits, branches and tags; pull request discussions, reviews and issues live in the hosting platform and need a separate export.

Why the history matters more than the final code

AI developers training agents to write, review and fix software need examples of the work itself: a task, an attempt, feedback, a revision and an outcome. A merged pull request with a review thread, a linked ticket and a passing build is one complete example. The final codebase alone shows the answer without the reasoning that produced it.

Depth and discipline matter most. Repositories with years of history, consistent review and changes tied to tickets are worth far more than a large codebase pushed in a handful of big commits. Records from the rest of the company, such as support tickets and product specs, add context; SaaS company wind-downs covers those.

What are the options for the code at shutdown?

These options can be combined if they come in the right order. Under 17 U.S.C. section 201, copyright ownership can be transferred in whole or in part and any exclusive right can be transferred and owned separately, so a company can license specific rights in its code history while keeping, or later selling, the rest; any sale documents must reflect a license already granted. Open-sourcing last, if at all, keeps the other doors open. Founders weighing a wider sale of startup assets can compare notes in selling shut-down startup data.

Which rights checks come first?

Code is only licensable if the company owns it. Check five things before choosing any option.

• Employee code: work prepared by employees within the scope of their jobs is a work made for hire owned by the company, as the Copyright Office explains in Circular 30.
• Contractor code: commissioned work counts as made for hire only in listed categories and with a signed written agreement, so code from contractors and agencies generally needs a written assignment to belong to the company. Find those agreements now, while former staff can still help.
• Customer-specific code: services contracts sometimes give clients ownership of custom work; leave it out unless the contract says otherwise.
• Third-party and open-source code: vendored libraries and dependencies stay under their own licenses, and a license from the company covers only what the company owns.
• Secrets and personal data: API keys, credentials and customer data in fixtures, logs or old commits are removed under redaction rules agreed with the company before any work begins.

This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

How to archive the code before billing stops

1. Lock deletion rights. Keep at least two owners or admins who will stay through the wind-down, and remove repository deletion rights from departing staff.
2. List everything. Record every organization, group, repository, fork and archived project, with creation dates and last activity.
3. Mirror every repository. Clone each one with all branches and tags into storage the company controls.
4. Export platform data. Pull requests, review comments, issues, wikis and releases sit outside git; use the platform's export or API tools and check its documentation for what each export includes.
5. Export linked systems. Ticketing, documentation and CI history give the code its context.
6. Name a custodian. Write down where the exports are, who holds the keys and who can sign for the company after closing; who can sign for a dissolved company helps if the entity is being dissolved.
7. Only then downgrade or cancel the hosting plan and linked tools.

The data inventory builder helps list the systems and records in one place.

How to tell if a company's code history is deep enough

Use this checklist to judge whether a closing software company's engineering record could interest AI buyers.

• 50+ full-time employees at peak (contractors excluded), including a real engineering team
• Several years of commit history in the main product repositories
• Pull requests with substantive review comments, not routine self-merges
• Changes linked to tickets that describe the problem
• CI or test results attached to changes
• Design documents, decision records or postmortems
• Code written by employees, or by contractors with signed assignments
• Someone who can still export, and an authorized sponsor such as the owner, CEO, CFO or another authorized representative

A small team with a short history is unlikely to meet this baseline; proper archiving and an IP sale are the realistic paths there. If the company is already in bankruptcy or an ABC, a trustee or assignee makes the call instead, as can a bankrupt company license its data explains. The full criteria are on who qualifies.

Next step

Founders and advisors can screen the company with the company fit checker, and the company can apply directly at sourcex.si/apply. If you advise closing software companies, register as a partner to introduce them.