Trademark Transfer in India: Complete Guide, Process & Online Filing
Trademark transfer in India means moving ownership of a mark from its current proprietor to a
new one through a written, stamped and notarised deed, and then having the Trade
Marks Registry record the new owner on Form TM-P. The deed binds the two
parties. The recording is what makes the change visible on the register and usable against
everyone else.
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
A transfer needs a written deed, proper stamp duty for your state, and signatures that can be proved. Notarisation is standard practice and we treat it as essential.
The assignee records the transfer with Form TM-P under Section 45, normally within six months.
Transfer without goodwill adds an advertisement step under Section 42.
The commonly published e-filing fee for Form TM-P is ₹9,000 per mark. Stamp duty and professional fees come on top.
Both parties carry obligations, and the deed should spell them out.
What is Trademark Transfer and How Does It Work?
A trademark transfer is any change in who owns a mark. Most transfers are voluntary, such as a
founder selling a brand or a company moving marks to a subsidiary. Others happen by operation of
law, such as succession after a proprietor's death or a court-approved merger.
The mechanics follow the Trade Marks Act, 1999. Sections 37 to 45 cover the power to assign, the
assignability of registered and unregistered marks, the rules for transfer without goodwill, and
the recording of the new owner. Section 45 is the one people forget. It asks the new owner to
apply to the Registrar so the register shows the right name.
The working sequence in one breath: due diligence on the mark, a negotiated deal, a stamped and
notarised deed, a Form TM-P filing, and, if goodwill is not transferred, an advertisement step.
Each of those is covered below.
Trademark assignment vs transfer: is there a difference?
In everyday use the two words mean the same thing, and search engines treat them alike. The Act,
however, speaks of assignment (a voluntary transfer by agreement) and
transmission (passage by operation of law, for example through succession or a
merger). "Transfer" is the umbrella term for both.
The practical point is the paperwork. An assignment rests on a deed the parties sign. A
transmission rests on the document that causes it, such as a succession certificate, a will's
probate, or a court or tribunal order. Both are recorded through Section 45. Our page on
trademark assignment covers the deed-led route in more depth.
Can I transfer a mark that is still pending?
Yes. An application is an asset and can be transferred before it is registered. Guides disagree
on whether the Registry wants Form TM-P or Form TM-M for a change of applicant on a pending
file, so check the current portal option at filing time and do not rely on memory.
Types of Trademark Transfer (With Goodwill vs Without Goodwill)
The first question in any deal is whether the reputation of the business moves with the mark. The
second is whether every product and service moves or only some.
|
Transfer with goodwill |
Transfer without goodwill |
| What the buyer gets |
The mark plus the customer base and reputation behind it |
The mark as a name or sign; the seller keeps the business |
| Where you see it |
Business sales, founder exits, acquisitions |
Buying a name to clear a conflict, or a brand left without a business |
| Added requirement |
None beyond deed and recording |
Section 42: the buyer applies to the Registrar for advertisement directions, normally within six months of the transfer, with limited extension |
| Why it matters |
The mark stays linked to the same quality and source |
The public must be told, so confusion does not follow the mark |
| Typical price effect |
Higher, since reputation moves |
Lower |
Check the period in Section 42 and the Rules before you rely on any summary, including this one.
On scope, a complete transfer hands over the mark for all its goods and
services. A partial transfer covers some of them. Partial deals are legal but
delicate, because two owners using similar marks in neighbouring products can end up in the same
dispute you were trying to avoid. If you split a mark, draw the boundary in the deed by goods and
by territory where relevant.
Transfers also arise in corporate restructuring. When a business is merged, demerged or hived off
under an approved scheme, the marks held by the old entity pass to the new one by operation of
law. The new entity still has to record itself. Leaving the register in the old company's name
creates trouble at renewal, at opposition and at the next sale.
Difference Between Trademark Transfer and Trademark Licensing
A transfer sells the mark. A licence rents it. After a transfer the seller has no ownership left.
After a licence the owner keeps the mark and the licensee uses it on agreed terms.
|
Transfer |
Licence |
| Who owns the mark afterwards |
The buyer |
The original owner |
| Payment |
A price, or a transfer without payment |
Usually a royalty or fee |
| Duration |
Permanent unless the deed says otherwise |
A set term, or until terminated |
| Quality control |
Buyer decides |
Owner must keep control of the use |
| Registry step |
Form TM-P under Section 45 |
The Act's provisions on permitted use and registered users (Section 48 onward) |
| Exit |
Hard to reverse without a new deed |
Ends by expiry or termination |
If a buyer wants to sell your goods under your name for two years, license. If a buyer wants to
own the brand, transfer. A hybrid works for sellers who need a handover period: transfer the mark
and license it back for a fixed term.
Step-by-Step Procedure for Online Trademark Transfer (Filing Form TM-P)
From the first register check to the final record.
1
Check the register
Search the mark on the IP India public portal. Confirm owner, class, status and renewal date. Our trademark search team can run it for you. A lapsed registration should be renewed before transfer.
2
Test the title
Look for oppositions, licences, charges or disputes tied to the mark. A buyer takes the mark with its baggage.
3
Settle terms
Agree price, goodwill, scope, effective date and any transition use.
4
Draft the deed
Name the parties, identify the mark by number, class and form, and state what passes.
5
Stamp, sign and notarise
Pay stamp duty at your state's rate, sign in front of witnesses where your state requires, and notarise.
6
File Form TM-P online
File through the IP India portal with the deed and supporting papers.
7
Handle Section 42 if there is no goodwill
Apply for advertisement directions and publish as the Registrar directs.
8
Answer Registry queries promptly
Our trademark hearing team steps in if a hearing is called.
9
Confirm the record
Then update renewal diaries, packaging and licences.
Who does what: assignor and assignee obligations
Put these duties in the deed. Courts and Registrars read what you wrote.
|
Seller (assignor) obligations |
Buyer (assignee) obligations |
| Title |
Confirm it owns the mark and has not licensed or charged it to anyone else, or disclose any such right |
Do its own checks before signing |
| Deed |
Sign the stamped, notarised deed |
Pay or share the stamp duty as agreed, and sign |
| Consent paper |
Give a no-objection letter, which practitioners say the Registry commonly expects |
Attach it to the Form TM-P filing |
| Handover |
Deliver artwork, files, records, and any domain or social handles linked to the brand |
Receive and secure them |
| Use after transfer |
Stop using the mark, unless the deed grants a transition licence |
Use the mark consistently with the goodwill it acquired |
| Registry |
Cooperate with the filing and any queries |
File Form TM-P in time; handle Section 42 if needed |
| Money |
Receive consideration |
Pay consideration as agreed |
| Later |
Not re-register or use confusingly similar marks |
Keep renewals current from the transfer date |
Documents Required for Trademark Transfer Agreement
The deed is the foundation. If it is wrong, every other paper you file is built on sand.
Why the deed must be stamped and notarised
Stamping is a legal requirement. Instruments transferring rights are charged stamp duty under the
Stamp Act of the relevant state, and an insufficiently stamped deed creates problems when you try
to rely on it. The amount depends on the state and, in many states, on the value of the
consideration.
Notarisation.
The Trade Marks Act and Rules do not appear to state that a notary must attest the deed. Yet
practitioner guides treat notarisation as standard, and it does real work: it records that the
signatories appeared and signed, which blocks a later claim that the signature was not theirs.
Registries and counterparties can ask for it. Our advice is simple: stamp the deed, sign it,
notarise it, and keep the original safe. The cost is small and the dispute it prevents can be
large.
What the deed should contain
Full names, addresses and legal status of both parties.
The mark, with application or registration number, class, goods and services, and a description or image of the mark.
Whether goodwill passes, stated in plain words.
The price and payment terms, or a statement that no consideration is paid.
The date the transfer takes effect.
The seller's warranties on ownership and the absence of undisclosed licences or disputes.
A duty to hand over records and cease use.
Indemnities, governing law and a dispute clause.
Papers to file with Form TM-P
The executed, stamped and notarised deed.
Form TM-P, with a power of attorney (Form TM-48) if an attorney files.
Registration certificate or application details.
Seller's no-objection letter.
Identity and address proof, and for companies a board resolution naming the signatory.
For a transfer without goodwill, the Registrar's advertisement direction and proof of publication.
If a business uses a logo and a word mark together, transfer both in the same deed. Splitting
them is an invitation to a later fight.
Government Fees & Timeline for Transferring Trademark Ownership
| Item |
Cost |
| Form TM-P, 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 state; depends on your state's rules and, often, the consideration |
| Notary charges |
Small, and vary by notary |
| Professional fees |
Depend on number of marks, whether goodwill passes, and the complexity of the deal |
Sources disagree on whether the ₹9,000 figure applies per mark or per mark per class, so confirm
how it applies to a multi-class registration. Confirm all amounts on the official IP India fee
page before filing.
On time, you control three windows: signing, stamping and filing. Published guidance gives six
months from the transfer to apply for recording, with a limited extension on request. Treat six
months as a hard internal deadline, not a target. The Registry's own processing time has no fixed
statutory period. Filing firms publish estimates running from a few months upward, but the real
pace depends on workload and whether queries arise.
What if the transfer is never recorded?
The deed still binds the parties, but the register keeps showing the old owner. The buyer then
finds it harder to prove title, renew in its own name or enforce the mark, and any later buyer or
lender will see a gap in the chain.
Why Choose LegalDev India for Trademark Transfer Services?
Transfers fail on details: a deed that omits the class, a stamp of the wrong value, a missed
six-month window, a mark whose registration lapsed unnoticed. Our team brings more than ten years
of experience in Intellectual Property Law, corporate restructuring and trademark transfers
before IP India, and we run each file from first check to final record.