Can a trademark be assigned without the goodwill of the business?

Yes. Under Section 39 of the Trade Marks Act, 1999, a trademark can be assigned without the goodwill of the business. However, the Registrar must be satisfied that the assignment will not cause confusion among the public. The Registrar may impose conditions or direct advertisement of the assignment.

What is the difference between Form TM-23 and Form TM-24?

Form TM-23 is a joint application filed by both the assignor and assignee together for recording the assignment. Form TM-24 is filed by the assignee alone and must be accompanied by proof of title (e.g., the assignment deed, court order, or other documentary evidence of the transfer).

Is there a time limit for recording the assignment?

While there is no strict statutory deadline, it is advisable to file the application for recordal within 6 months from the date of the assignment deed. Delay in recording may result in the assignee being unable to enforce the mark, and third parties may acquire rights in the interim.

Can a pending trademark application be assigned?

Yes. A trademark application that has not yet been registered can be assigned. The assignment is recorded and the assignee replaces the assignor as the applicant on record, continuing with the registration process.

What happens if the assignment is not recorded with the Registry?

Under Section 45 of the Trade Marks Act, 1999, an unregistered assignment is not effective against third parties. The assignor remains the recorded proprietor, and the assignee cannot enforce the mark or be recognised as the owner until the assignment is recorded in the Register.

Can a trademark be assigned for only some goods or services?

Yes. Partial assignment is permitted, where the mark is transferred only for certain goods or services covered by the registration. However, Section 40 restricts assignments that would create confusion — the Registrar may refuse recordal if concurrent use of the mark by different persons would mislead the public.

Does Your Professionals handle the complete assignment process?

Yes. Your Professionals manages the entire trademark assignment process — from preliminary assessment and drafting the assignment deed to preparing and filing the TM-23 or TM-24 form, addressing Registry queries, and ensuring the assignment is recorded with the new proprietor reflected in the Register.

Trademark Assignment

Trademark Assignment is the legal process of transferring ownership of a registered or applied-for trademark from one party (the assignor) to another (the assignee). Section 37 of the Trade Marks Act, 1999, grants the proprietor the right to assign or transfer a trademark, with or without the goodwi

✓Business Sale or Acquisition: When a company is sold or merged, transferring trademarks ensures that the brand identity and intellectual property rights move to the new owner seamlessly, maintaining business continuity.

✓Licensing and Expansion Opportunities: A trademark transfer can allow companies to license the brand to partners or expand into new markets, making it easier to monetize the brands reputation.

✓Rebranding or Strategic Partnerships: Companies may transfer trademarks to align with a new business strategy, collaborate with partners, or form joint ventures while protecting the brands value.

✓Legal Protection and Enforcement: Transferring ownership formally ensures that the new owner can enforce trademark rights against infringement, avoiding disputes or loss of legal protection.

✓Simplifying Corporate Structure: For large organizations, consolidating trademarks under a single entity through transfer can streamline management, reduce administrative costs, and improve clarity in ownership.

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What is Trademark Assignment?

This transfer can be complete or partial, depending on whether all rights or only specific rights are being transferred. It must be documented through an assignment deed and submitted to the Trademark Registry for official record.

Trademark assignment is crucial when businesses are sold, merged, restructured, or when brand rights are inherited. Without a proper assignment, the new owner cannot legally claim or enforce trademark rights.

Once approved by the Registrar, the assignment gives the assignee full legal authority to use, protect, and profit from the trademark.

Requirements

Eligibility Criteria

All individuals and entities requiring IP protection services

Paperwork

Documents Required

✓Contact Your Professionals for document checklist

Step by Step

Registration Process

Step 1: Drafting the Trademark Assignment Agreement

The first crucial step is to draft a detailed trademark assignment agreement. This legal document outlines the terms and conditions of the transfer, including:

Step 2: Executing the Agreement with Legal Formalities

After drafting, both the assignor and assignee must execute the trademark assignment deed. This usually involves signing the agreement in the presence of witnesses and, where required, notarizing it. Proper execution ensures the legal validity of the transfer.

Step 3: Filing the Application with the Trademark Registry (Form TM-P)

Once the assignment agreement is executed, you must apply to the Trademark Registry to officially record the change in ownership. To formally file the trademark assignment, you must submit Form TM-P along with the prescribed fees. This step is critical to ensure the assignment is recognized by the authorities and is binding on third parties.

Step 4: Advertisement and Registrars Review

In some cases, especially for an assignment of a trademark without goodwill, the Registrar of Trademarks may require the assignment to be advertised in a prescribed manner. This is to ensure public awareness and prevent any potential confusion. The Registrar then reviews the application and supporting documents.

Step 5: Final Registration and Ownership Update

Upon successful review and satisfaction of all requirements, the Registrar records the trademark assignment. The details of the new owner are updated in the trademark register. This final step formalizes the transfer of assignment of trademark rights.

Pricing

Fees & Charges

Fee Component	Amount
Government Filing (Form TM-P) — Rs. 9,000 per mark per class — Rs. 2,700 per mark per class	Rs. 900 per mark per class
Registrar Certificate (TM-17/TM-23) — Rs. 2,500 for the first mark; Rs. 500 for each additional mark — Same as above	N/A
Extension for Advertisement (TM-21) — Up to Rs. 1,500 depending on the delay — Up to Rs. 1,500 depending on the delay	N/A
Professional (Legal/Agent) Fees — Rs. 2,500 to Rs. 4,000 approximately — Rs. 2,500 to Rs. 4,000 approximately	Rs. 7,000 to Rs. 9,000 approximately
Estimated Total Cost — Rs. 12,000 to Rs. 13,000 per mark per class — Rs. 5,000 to Rs. 6,500 per mark per class	Rs. 8,000 to Rs. 10,000 total
Stamp Duty Charges — Approx. 0.25% to 1% of transaction value — Approx. 0.25% to 1% of transaction value	Approx. 0.25% to 1% of transaction value

Benefits

Key Advantages

Business Sale or Acquisition: When a company is sold or merged, transferring tra

Business Sale or Acquisition: When a company is sold or merged, transferring trademarks ensures that the brand identity and intellectual property rights move to the new owner seamlessly, maintaining business continuity.

Licensing and Expansion Opportunities: A trademark transfer can allow companies

Licensing and Expansion Opportunities: A trademark transfer can allow companies to license the brand to partners or expand into new markets, making it easier to monetize the brands reputation.

Rebranding or Strategic Partnerships: Companies may transfer trademarks to align

Rebranding or Strategic Partnerships: Companies may transfer trademarks to align with a new business strategy, collaborate with partners, or form joint ventures while protecting the brands value.

Legal Protection and Enforcement: Transferring ownership formally ensures that t

Legal Protection and Enforcement: Transferring ownership formally ensures that the new owner can enforce trademark rights against infringement, avoiding disputes or loss of legal protection.

Simplifying Corporate Structure: For large organizations, consolidating trademar

Simplifying Corporate Structure: For large organizations, consolidating trademarks under a single entity through transfer can streamline management, reduce administrative costs, and improve clarity in ownership.

Financial Benefits: Trademarks are valuable assets; transferring them can be par

Financial Benefits: Trademarks are valuable assets; transferring them can be part of a sale agreement, providing financial returns or collateral for business deals.

Common Questions

Frequently Asked Questions

Assignment permanently transfers ownership of the trademark from the assignor to the assignee — the assignor ceases to be the proprietor. Licensing grants permission to use the mark while the licensor retains ownership. Assignment requires recordal with the Registry; licensing requires registration of the user under Section 49.

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