What happens to project records when an architecture firm is acquired?

The short answer, by deal structure#

Project records follow the legal entity that holds them, so the deal structure decides where they end up. The table compares the three common structures in general terms; the purchase agreement can change any of these defaults, and M&A counsel should confirm how they apply to a specific deal.

Why stock and asset deals treat records differently#

Stock and asset deals treat records differently because a stock deal changes who owns the firm, while an asset deal moves specific things from one company to another. In a stock purchase nothing about the records changes legally at closing; the same entity owns the same files, contracts and obligations.

In an asset purchase, records, contracts and intellectual property generally move only if the agreement lists them. Buyers often take active projects, the brand, staff and equipment while leaving closed projects, and the liability attached to them, with the seller. The seller entity can then be the legal owner of an archive the buyer is physically storing.

Client contracts add a layer. Many owner-architect agreements restrict assignment without consent, so moving an active project to the buyer can require a letter from each client, and a project nobody asked about may legally remain with the seller.

What happens to drawing ownership after an acquisition#

Drawing ownership after an acquisition follows the copyright in the instruments of service. Under standard AIA terms the architect that created the drawings holds that copyright, so the questions are which entity was the architect of record and whether its rights moved at closing.

Clients' licenses to use the drawings generally continue whoever later owns the copyright, because the license was granted for the project and a written license usually survives a transfer of the copyright. What changes is who the client calls for copies, reuse requests and record documents, which is why client notices matter even when no consent is needed.

Outstanding fees complicate the picture. If the seller is still owed money on a project, the purchase agreement should say who collects it, because standard forms generally tie the client's license to use the drawings to payment of the architect.

Who keeps the archives?#

The buyer usually keeps the archives in practice, even when the seller entity owns part of them. Servers, cloud tenants, flat files and offsite boxes move with the office, and the seller's principals may have no practical way to retrieve anything after closing.

A custody and access agreement closes that gap. It names the custodian, lists what is held, gives the seller access to defend claims on its past projects and sets rules for destruction. Without one, both sides can end up arguing over a server neither is sure it may open.

Digital archives raise their own custody questions. Cloud tenants, Bluebeam Studio sessions and BIM collaboration projects are tied to accounts and subscriptions, and if the seller's subscription lapses, the data can become unreachable even though nobody decided to destroy it. Transfer or export those accounts deliberately, and record who did it.

Licensed professionals may also have their own record obligations, such as keeping sealed documents retrievable, and the rules differ by state. Note who will meet those obligations for each part of the archive.

What to document at closing#

Closing documents should settle records questions while both parties are still at the table and motivated to agree. These are the items most often missing when a question comes up later.

• 1A records schedule in the purchase agreement listing which archives transfer and which stay with the seller.
• 2A custody and access agreement covering storage, retrieval, destruction and costs.
• 3An inventory of systems and accounts, such as Deltek, Newforma, Autodesk Construction Cloud, Bluebeam Studio and email, with admin credentials and who controls them.
• 4Client notices and assignment consents for each active project.
• 5The retention schedule, legal holds and open claims carried over from the seller.
• 6A rights index linking each project to its contract form, ownership terms and confidentiality clause.
• 7Any extended reporting coverage arranged for the seller's past professional work.

Illustrative: an asset deal with an archive left behind#

Illustrative: a fictional regional architecture practice is acquired by a larger national firm in an asset purchase. The buyer takes active projects, staff, the brand and the office lease. The founding principals keep the original company, which retains closed projects and their liability.

The servers, Revit models and flat files move into the buyer's office because there is nowhere else to put them, and the purchase agreement says little about the closed archive. When a claim arrives on an old project, the founders discover they need the buyer's help to retrieve their own files.

The parties sign a custody and access agreement after the fact. Later, when the buyer considers licensing internal process records such as RFI logs and QA comments, the closed-project archive is treated as a separate package, with the founders' company as the supplier that signs for it.

How SourceX handles records from acquired firms#

SourceX confirms record ownership in the Supply step of the SourceX five-step transaction, before any rights review begins. Operating, acquired and wound-down companies can all be suppliers, but the entity that holds the rights to a record set is the one that approves its license.

The SourceX Evidence Packet records provenance and release authorization alongside licensing rights, permitted use and the privacy record, so a buyer can see which entity licensed each record set and on what basis. Nothing is shared during the initial assessment.