Closing an architecture firm: who keeps the drawings and project files?

Two questions, often confused#

Closing an architecture firm raises two separate questions about project records: who owns the drawings, and who has to keep the files. Principals often treat them as one, but ownership is a matter of contract and copyright, while custody is a matter of liability, insurance and professional rules.

Getting either wrong causes problems later. A firm that assumes clients own everything may give away rights it could have transferred to a successor. A firm that assumes ownership means it can discard files may be unable to defend a claim that arrives after closing.

Who owns the drawings after the firm closes?#

Ownership of drawings after a firm closes usually stays where the contracts put it: with the firm as author, subject to each client's license. Under widely used standard agreements, the architect keeps copyright in its instruments of service and the owner holds a nonexclusive license to use them for the project, and closing the firm does not reverse that.

The client's license is not unconditional, though. AIA B101 ties the owner's nonexclusive license to the owner substantially performing its obligations, including prompt payment, and in Eberhard Architects v. Bogart Architecture (N.D. Ohio 2016) a federal district court held that a contractor and subcontractors may have infringed by continuing to use drawings after the architect terminated the owner's B101 license. Unpaid fees at closing are therefore worth reviewing with counsel before any client is told its rights are unaffected.

The copyrights become part of what the firm holds at closing. They may be assigned to the principals, to a successor firm taking over clients, or to a holding entity, depending on the closing plan and counsel's advice. Contracts that transferred ownership to the client, which some owner-drafted and public agreements do, are the exception and must be sorted out project by project.

Who must keep the project files, and for how long?#

Project files must be kept by whoever the closing plan names as custodian, for as long as the firm's exposure to claims and its obligations under contracts, insurance and licensing rules continue. There is no single national period; statutes of repose and limitation periods vary by state, and counsel should set periods by record category.

Professional liability matters most here. Claims can surface long after a building is occupied, and tail coverage or an extended reporting period is only useful if someone can still find the sealed drawings, contracts and construction administration records to defend the work.

Readable, findable and in someone's name#

A records custodian is only useful if the files remain readable and findable. A closet of hard drives holding Revit files from several versions ago, with no index and no license to open them, is not an archive anyone can use to answer a claim.

Before systems are switched off, make sure each active category has an export in a durable format and a simple index that ties project numbers to client names, locations, dates and storage locations.

Vendor deadlines are real. BQE, for example, says that after a CORE subscription is cancelled the data stays in CORE for 60 days without access and is then deleted unless an extraction or backup was arranged in advance. Check the equivalent terms for every accounting, project management and file-hosting system before giving notice.

• 1Name the custodian in writing, with contact details that will still work after closing.
• 2Export sealed sets to PDF alongside native models, so drawings can be opened without design software.
• 3Export project lists, time and billing history from the accounting system before the subscription ends.
• 4Save RFI, submittal and correspondence logs from the project management or email system.
• 5Record storage locations, encryption keys and passwords in a sealed record held by the custodian.
• 6Give the professional liability carrier and counsel the custodian's details.

Clients, boards and the professional who sealed the work#

Clients and licensing boards both need to hear about a closing, because each relies on someone remaining reachable. Clients need to know who holds their project records and who to contact about an issue in their building; a short letter naming the custodian and any successor firm prevents requests from going nowhere.

The licensed architect who sealed a set generally remains professionally responsible for it after the firm closes. State boards set their own rules for firm registrations, so check what each state where the firm is registered expects when a firm dissolves or retires its registration, and keep evidence of every notice sent.

Consultants deserve the same attention. Structural, MEP and civil consultants hold their own files and their own copyrights, so confirm with each one where records for shared projects will live and how the two archives can be matched if a claim names both firms.

Illustrative: a founding principal retires and closes the practice#

Illustrative: the founding principal of a fictional architecture firm known for libraries and community buildings decides to retire and close the practice rather than sell it. A nearby firm agrees to take over two active projects with the clients' consent.

Counsel reviews the contracts. Most use standard forms, so the firm keeps copyright; a few public projects transferred ownership to the client. Active project files move to the successor firm along with the client relationships. Copyrights in completed projects are assigned to an entity controlled by the retiring principal, which also becomes the records custodian. Sealed sets are exported to PDF, native files and Newforma logs are archived with an index, and the archive is assessed before the design software subscriptions lapse.

The archive as an asset, not only a liability#

An architecture firm's archive is a liability record and can also be an asset. RFI histories, QA/QC review comments, time narratives and internal standards show how experienced architects resolved design problems, and AI developers may license that kind of operating record.

SourceX works with closing firms and their principals through the SourceX five-step transaction: Supply, Rights, Preparation, Approval and Delivery. The fit check uses only metadata, so it can run before systems are shut off without moving any files, and the firm or its custodian approves every later step. Retention duties come first; nothing licensed should replace the files a custodian must keep.