Trademark Assignment in India: Complete Guide, Process & Legal Transfer
A trademark assignment is a written transfer of ownership from the current owner (the
assignor) to a new owner (the assignee). In India it works in
two steps. You sign a properly stamped assignment deed, then the assignee files
Form TM-P with the Trade Marks Registry, normally within six months, so the
Registry records the new owner.
Recording Filed via
Form TM-P (Section 45)
TM-P E-filing Fee
₹9,000 per Mark
Time to Apply for Recording
Normally 6 Months
Key takeaways
Registered and unregistered marks can both be assigned, with or without the goodwill of the business.
An assignment without goodwill triggers an advertisement step under Section 42.
The assignee records the transfer with Form TM-P under Section 45. The commonly published e-filing fee is ₹9,000 per mark.
Stamp duty on the deed depends on the state, and an unstamped deed is a problem at the Registry.
Assignment moves ownership. A licence only lets someone use the mark.
What is Trademark Assignment and How Does It Work?
Trademark assignment is the legal sale or gift of a mark and the rights attached to it. After a
valid assignment, the assignee is the owner. The assignor can no longer use the mark unless the
deed or a separate licence says so.
The Trade Marks Act, 1999 deals with this in Sections 37 to 45. Section 38 makes a registered
mark assignable and transmissible, with or without goodwill. Section 39 does the same for an
unregistered mark. Section 45 then requires the new owner to apply to the Registrar to record
the assignment.
That last step is where many deals go wrong. The deed alone transfers the rights between the
parties, but the register still shows the old owner until you file. Until it is recorded, the
assignee can find it hard to prove title in front of the Registry or a court, and hard to renew,
oppose or enforce in its own name. Treat recording as part of the deal, not a follow-up chore.
Ownership can also pass without a sale, through succession, a merger or a court order. The law
calls this transmission, and it is recorded through the same Section 45 route.
Can you assign a pending trademark application?
Yes. A mark that is still at the application stage is an asset, and it can be assigned like a
registered one. The practical difference is the form. Published guides disagree on which form
records a change of applicant on a pending file, so confirm it against the live portal before
filing instead of assuming.
Types of Trademark Assignment (With Goodwill vs Without Goodwill)
Two choices define every assignment: what you transfer (the mark alone or the mark plus the
business reputation) and how much you transfer (all goods and services or only some).
|
Assignment with goodwill |
Assignment without goodwill |
| What passes |
The mark and the reputation, customers and business connected to it |
The mark only; the business stays with the assignor |
| Typical use |
Sale of a brand or business, group restructuring, acquisition |
Mark bought as a name or to clear a conflict |
| Extra legal step |
None beyond deed and recording |
Section 42: the assignee asks the Registrar for advertisement directions, within six months of the assignment, extendable on application |
| Public notice |
Not required |
The assignment must be advertised as the Registrar directs |
| Risk if skipped |
Not recording under Section 45 leaves title exposed |
Skipping advertisement can leave the assignment ineffective |
| Valuation effect |
Usually priced higher, because reputation moves with the mark |
Usually priced lower |
On the second choice, a complete assignment moves the mark for every product and
service it covers. A partial assignment moves it for some goods or services only.
The Act allows partial transfers, but they need careful drafting, because two owners using the
same or similar marks for related goods invite confusion and later disputes.
What is the Section 42 advertisement?
When a mark is assigned without goodwill, Section 42 requires the new owner to apply to the
Registrar for directions on advertising the assignment. Published summaries give six months from
the assignment for that application, with a limited extension available. Check the current
wording of the section and the Rules before relying on those periods.
Difference Between Trademark Assignment and Trademark Licensing
An assignment changes who owns the mark. A licence keeps ownership where it is and lets another
party use the mark on agreed terms. Mixing them up is the most common error in brand deals.
|
Assignment |
Licence |
| Ownership |
Passes to the assignee |
Stays with the licensor |
| Duration |
Permanent, unless the deed says otherwise |
Fixed term or terminable |
| Control over quality |
Assignee controls |
Licensor must keep control over how the mark is used |
| Recorded through |
Form TM-P under Section 45 |
The Act's provisions on permitted use and registered users (Section 48 onward) |
| Can the original owner still use the mark? |
No, unless licensed back |
Yes |
| Best for |
Selling or acquiring a brand |
Franchises, distribution, co-branding |
If the buyer only needs to sell your products under your name for a few years, a licence is
cheaper and reversible. If the buyer is acquiring the brand itself, assign it. A third option,
assign and license back, suits sellers who want to keep trading under the name for a transition
period.
For a mark you have not registered yet, begin with trademark registration in India, since a
registered mark is easier to value and assign.
Step-by-Step Procedure for Online Trademark Assignment (Filing Form TM-P)
From the first status check to the final record.
1
Run a status check
Open the mark on the IP India public search and confirm the owner's name, class, status and renewal date. Our trademark search service covers this. If the registration has lapsed, renew it first.
2
Confirm clean title
Check for pending oppositions, liens, licences or disputes that would travel with the mark. Section 45 does not cure a defective chain of ownership.
3
Agree commercial terms
Settle price, goodwill, scope (all or some goods), effective date and any transition use.
4
Draft the assignment deed
It should identify both parties, the mark, its number and class, and what is transferred.
5
Stamp and sign the deed
Use non-judicial stamp paper of the value your state requires, then have both parties sign.
6
File Form TM-P online
File on the IP India portal, attaching the deed and supporting documents, within six months of the assignment. If you may miss that, ask for an extension before the period ends.
7
Complete Section 42 if there is no goodwill
Apply for advertisement directions and advertise as directed.
8
Track the file
Watch the status page for any query from the Registry, and reply promptly. Our objection reply team can help if the Registry raises a question.
9
Collect the record
Once recorded, the register shows the assignee as proprietor. Update your renewal calendar, packaging and licences.
How long do you have to file Form TM-P?
Published guidance puts the window at six months from the date of the assignment, with extension
available on application. Make it a hard internal deadline. If the deed is dated in March and you
file in October, you are already asking for favours.
Documents Required for Trademark Assignment Deed
The Registry decides on the paper you submit, so the deed carries the weight of the transfer. A
weak deed gets queried, delayed or rejected.
For the deed itself
Names, addresses and legal status of assignor and assignee.
The mark, its application or registration number, class and the goods or services covered.
A clear statement of whether goodwill is transferred.
Consideration (the price, or a statement that the transfer is without payment).
Effective date of transfer.
The assignor's warranty that it owns the mark and has not licensed or charged it to anyone else, unless disclosed.
Undertaking to hand over records, artwork and files, and to stop using the mark after the transfer date.
Indemnity, governing law and dispute clause.
For the filing
Executed and stamped assignment deed.
Form TM-P, signed by or for the assignee.
Power of attorney (Form TM-48) if an attorney or agent files.
Registration certificate or application details of the mark.
For companies, a board resolution or authorisation naming the signatory.
Identity and address proof of the parties.
For an assignment without goodwill, the Registrar's advertisement direction and proof of the advertisement.
A common
drafting slip is describing the mark loosely ("the ACME brand") without the number, class and
exact form of the mark. A logo and a word mark are separate rights. If the business uses both
together, assign both in the same deed.
Government Fees & Timeline for Trademark Transfer
Official charges for an assignment are modest. The bigger costs are stamp duty and professional
drafting.
| Item |
Amount |
| Form TM-P (record assignment), e-filing |
₹9,000 per mark, as commonly published |
| Form TM-P, physical filing |
₹10,000 per mark, as commonly published |
| Stamp duty on the deed |
Set by each state; depends on consideration or the state's rule |
| Professional fees |
Depend on scope, number of marks and whether Section 42 applies |
Two cautions. First, published sources describe the ₹9,000 fee as "per mark" in some places and
"per mark per class" in others, so ask how it applies to a multi-class registration before you
budget. Second, fee schedules change, so confirm on the official IP India fee page on the day you
file.
Stamp duty is a state subject. A deed signed in one state does not carry the same duty as one in
another. Ask your adviser which state's rules apply, then pay before signing, not after.
On timing, there is no fixed statutory period for the Registry to record an assignment. Published
estimates run from a few months upward, and the real pace depends on the Registry's workload and
whether it raises queries. Plan around the stages you control: signing, stamping and filing
inside the six-month window.
What happens if I never record the assignment?
The deed still binds the two parties, but the register keeps showing the old owner. That weakens
the assignee's position in enforcement and renewal, and any later buyer, lender or licensee will
find the title unclear. Recording is cheap compared with fixing it later.
Why Choose LegalDev India for Trademark Assignment Services?
An assignment goes wrong in small places: a deed that names the wrong class, a missed six-month
window, a lapsed registration nobody checked. Our team has more than ten years of experience in
Intellectual Property Law and in representing applicants before IP India, and we work these
files from first check to final record.
Here is what we handle on an assignment
Due diligence on the mark's status, ownership chain, renewals and any oppositions.
Deed drafting tailored to your deal, whether with or without goodwill, complete or partial.
Stamping guidance for your state.
Form TM-P filing on the IP India portal, with the supporting set.
Section 42 compliance where goodwill is not transferred.
Follow-up on Registry queries and, if a hearing is called, trademark hearing representation.
Post-transfer housekeeping, including renewal reminders and opposition watch.
We will tell you in writing what we will do, what the official fees are, and what ours are,
before you commit. We cannot promise a Registry timeline, since the Registry controls it.
Buying or selling a brand? Send us the mark details and the draft terms. We will check the title,
flag the risks and quote a fixed scope.
Talk to our trademark team →