Trademark Assignment
A trademark assignment moves ownership of a brand from one person to another, with or without the goodwill of the business. The buyer must then file Form TM-P with the Trade Marks Registry so the register shows the new owner. We draft the deed, get it stamped and record the change on the IP India portal.
What it is
A trademark is property. Like a plot of land or a share, it can change hands. A trademark assignment is the written agreement by which the current owner (the assignor) hands over the mark to a new owner (the assignee). From then on, the new owner holds the rights in the brand.
The law sits in Sections 37 to 45 of the Trade Marks Act, 1999. Section 38 says a registered mark can be assigned with or without the goodwill of the business, and for all or only some of the goods or services it covers. Section 39 lets you assign an unregistered mark too. Once the deed is signed, Section 45 requires the new owner to apply to the Registrar to record the title. That request is made on Form TM-P under Rule 75 of the Trade Marks Rules, 2017, filed online on the IP India portal.
Who it applies to
Move a founder’s brand into the company
Many brands are first filed in a proprietor’s or director’s own name. When you form a private limited company or bring in investors, the mark should sit with the company. An assignment is how it gets there.
Buy or sell a brand with the business
When a business or a product line is sold, the trademark usually goes with it. The buyer needs a clean deed and a recorded TM-P to prove title later.
Divide a brand when partners split
When partners separate or a family business divides, someone has to own the name. A clear assignment, sometimes limited to certain goods, avoids two people claiming the same brand. Think of a Faridabad family hardware business where one brother keeps the shop and the other keeps the brand for a new factory line.
Why it matters
Prove you own the brand
If the register still shows the old owner, you will struggle to sue an infringer, answer a notice or renew the mark. Recording the assignment puts your name on the register.
Shut out a conflicting claim
Section 45 says that until the TM-P application is filed, the assignment is ineffective against a person who acquires a conflicting interest in the mark. Filing quickly closes that gap.
Pass investor due diligence
Due-diligence teams check whether the company owns its brand. A recorded assignment answers that in one document.
With goodwill or without goodwill
Settle this before anything else. It changes the paperwork and the government fee.
| Point | With goodwill | Without goodwill |
|---|---|---|
| What moves | The mark plus the reputation and business connected with it | Only the mark; the assignor’s earlier business reputation stays behind |
| Typical use | Sale of a business, moving a brand into your own company | Selling a brand name only, or a seller who keeps running the old business |
| Extra step | None beyond Form TM-P | Section 42: apply to the Registrar for directions on advertising the assignment |
| Time limit for the extra step | Not applicable | Within six months of the assignment, extendable by up to three months in total |
| Government fee | ₹9,000 e-filing (TM-P) | ₹9,000 (TM-P) plus ₹2,700 e-filing for the advertisement direction |
In practice, most assignments inside a group, or from a founder to their own company, are made with goodwill. Here is the catch: an assignment without goodwill does not take effect until the assignee applies for the advertisement directions, so the Section 42 date matters.
Documents required
About the trademark
- Application or registration number and class
- Copy of the registration certificate or the latest status page
- List of goods or services being assigned, if not all
From the assignor (seller)
- Name, address and PAN
- Board resolution, if the assignor is a company or LLP
- Signed and stamped assignment deed
From the assignee (buyer)
- Name, address, entity type and incorporation certificate
- Statement of case explaining how title passed (Rule 76)
- Authorisation for us to file Form TM-P on the portal
How it works
Check the mark and its status
We pull the record from the IP India portal to confirm the owner, class, goods and renewal date. We also look for any pending opposition or rectification. If you are buying, a fresh search of the register for similar marks tells you what else is out there.
Draft the assignment deed
We prepare the deed with the parties, the marks, the goods covered, the consideration, the effective date and whether goodwill passes. You review it before anyone signs.
Stamp the deed and sign it
The deed is stamped under the stamp law of the state where it is executed, then signed by both parties and witnesses.
File Form TM-P on the portal
We file Form TM-P with a certified copy of the deed and a statement of case. For an assignment without goodwill, we also apply for advertisement directions under Section 42.
Track it until your name is on the register
We reply to any query the Registry raises and confirm when the new owner appears on the register. Your renewal date stays the same.
Stamp duty on the deed
An assignment deed transfers property. So it must carry stamp duty. The rate is set by each state’s stamp law and depends on the state where the deed is signed and on how the transfer is framed. A deed that is not properly stamped can be refused as evidence and may attract a penalty when it is later presented.
We tell you which state law applies and the stamp duty payable before you sign, so the cost is clear upfront. If the deed was signed in another state, we check whether further duty is due when it is used in Haryana.
Timelines
Without goodwill: six months
Under Section 42, apply for advertisement directions within six months of the assignment. The Registrar can extend this by up to three months in total.
TM-P: file soon after you sign
Section 45 does not fix a deadline, but until Form TM-P is filed, the assignment is ineffective against anyone who acquires a conflicting interest.
Renewal date unchanged
A registration is valid for ten years and is renewable under Section 25. The assignment does not reset this date, so check it before you buy.
What happens if you do not record it
The old owner stays on record
Notices, renewal reminders and rectification papers keep going to the assignor. Picture a Ballabgarh snacks maker that bought a brand in 2024 but never filed TM-P: a rectification notice against the mark goes to the seller’s old address, and nobody answers it.
Lose ground in a dispute
An infringer or a rival claimant will point to the register. Without a recorded TM-P, proving your title takes longer and costs more.
Put a without-goodwill transfer at risk
Under Section 42, an assignment without goodwill does not take effect until the assignee applies for advertisement directions. Miss the window and the transfer can be at risk.
Frequently asked questions
What form is used for trademark assignment in India?
Form TM-P is used to record an assignment with the Trade Marks Registry. It is filed under Section 45 of the Trade Marks Act and Rule 75 of the Trade Marks Rules, 2017, along with a certified copy of the deed and a statement of case. The e-filing fee is ₹9,000 per mark. We prepare and file the form for you on the IP India portal and track it until the new owner shows on the register.
What is the difference between assignment with and without goodwill?
With goodwill, the reputation and business linked to the mark pass to the buyer along with the name. Without goodwill, only the mark moves and the seller’s earlier business reputation stays behind. An assignment without goodwill needs an extra step under Section 42: applying for directions to advertise it within six months. We help you pick the right type for your deal so the transfer holds up.
Can an unregistered trademark be assigned?
Yes. Section 39 of the Trade Marks Act allows an unregistered mark to be assigned, with or without goodwill. The buyer usually files a fresh application or takes over the pending one, and the deed becomes proof of how the brand was acquired. If the mark is not yet filed, we can advise on doing the assignment and the new application together so ownership is clear from day one.
Can a trademark be assigned for only some goods?
Yes. Section 38 allows a registered mark to be assigned for all or only some of the goods or services it covers. A partial assignment needs careful wording, because two owners using the same mark on related goods can confuse buyers. We draft the goods list in the deed precisely and flag any overlap that could cause trouble later.
Is stamp duty payable on a trademark assignment deed?
Yes. The deed transfers property, so it must be stamped under the stamp law of the state where it is signed. The rate differs from state to state and depends on how the transfer is framed. An unstamped deed may not be accepted as evidence and can attract a penalty later. We confirm the duty before signing so there are no surprises.
How long does it take for the register to show the new owner?
We can file Form TM-P within a day or two of getting the stamped deed. The Registry’s own processing time varies. The Registrar may ask for more proof of title if there is reasonable doubt. Under Section 45, the protection against conflicting claims starts from the filing of the application, not the final entry. We track the request and answer any query quickly.
Does assignment change the trademark’s renewal date?
No. A registered mark lasts ten years and is renewed under Section 25, and an assignment does not restart that clock. If renewal falls due soon after the purchase, the new owner must file it, ideally after the assignment is recorded so the renewal is in the right name. We check the renewal date at the very start of the deal, so the new owner is never caught short.
Should a founder move the trademark into the new company?
Usually yes. Investors and buyers expect the company to own its brand, and a mark held personally by a director can cause friction if founders part ways. A simple assignment with goodwill, approved by a board resolution and recorded on Form TM-P, settles it. We can handle this alongside the founders’ agreement and share paperwork, so the brand ends up where it belongs.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
| Government fee (IP India) | E-filing | Physical |
|---|---|---|
| Form TM-P: register a subsequent proprietor (each mark) | ₹9,000 | ₹10,000 |
| Form TM-P: advertisement direction for assignment without goodwill (Section 42) | ₹2,700 | ₹3,000 |
Stamp duty on the deed is extra and depends on the state.
Ready to begin?
Send us the trademark number and the parties, and we will draft the deed and file Form TM-P.