Sections 37 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Chapter V of the Act deals with assignment and transmission. Its first two sections lay down the basics: who can assign a registered trade mark and give a valid receipt for the price (section 37), and what can be assigned or transmitted: the mark can go with or without goodwill, and for all or only some of the goods or services (section 38). A trademark assignment transfer service can handle the paperwork once you know which route fits.
The person for the time being entered in the register as proprietor has power to assign the mark and give effectual receipts for the consideration, subject to the Act and to rights appearing from the register in another person (section 37). A registered trade mark is assignable and transmissible, notwithstanding any other law to the contrary, with or without goodwill, and for all or some of the registered goods or services, subject to the provisions of this Chapter (section 38).
Section 37: who can assign and give receipts
"The person for the time being entered in the register as proprietor of a trade mark shall, subject to the provisions of this Act and to any rights appearing from the register to be vested in any other person, have power to assign the trade mark, and to give effectual receipts for any consideration for such assignment."
| Element | Text | Meaning |
|---|---|---|
| Who | "The person for the time being entered in the register as proprietor" | The register decides who has the power; see section 6 |
| Power | "to assign the trade mark" | The legal power to transfer |
| Also | "to give effectual receipts for any consideration" | A buyer can safely pay the person on the register; the receipt is effectual |
| Limit 1 | "subject to the provisions of this Act" | Other sections, particularly sections 40 to 45, can restrict or condition an assignment |
| Limit 2 | "any rights appearing from the register to be vested in any other person" | Entries on the register, such as other interests, are respected |
The phrase "for the time being" ties the power to the register at the time of the assignment. If ownership has changed but the change has not been recorded, the register still shows the earlier proprietor; see section 45 in this series on recording title. For a buyer, this is a reason to check the register before paying.
Section 38: assignable and transmissible
"Notwithstanding anything in any other law to the contrary, a registered trade mark shall, subject to the provisions of this Chapter, be assignable and transmissible, whether with or without the goodwill of the business concerned and in respect either of all the goods or services in respect of which the trade mark is registered or of some only of those goods or services."
Take it apart:
| Phrase | Meaning |
|---|---|
| "Notwithstanding anything in any other law to the contrary" | This section prevails over inconsistent provisions of other laws |
| "a registered trade mark shall ... be assignable and transmissible" | Both assignment and transmission are covered (both are defined in section 2(1)) |
| "subject to the provisions of this Chapter" | Sections 39 to 45 limit and structure the right |
| "whether with or without the goodwill of the business concerned" | The mark can be transferred with or without the business goodwill |
| "in respect either of all the goods or services ... or of some only" | Partial assignment is allowed |
With or without goodwill
Section 38 says an assignment can be made "with or without the goodwill". That does not mean no conditions follow. Section 42 (see section 42) sets a procedure where an assignment is made otherwise than in connection with the goodwill: it does not take effect unless the assignee applies to the Registrar for directions and advertises it within the periods stated. For the commercial side, see assignment of trademark with and without goodwill.
All or some of the goods or services
An assignment may cover "all the goods or services" or "some only". A partial assignment splits the rights. Sections 40 and 41 prevent assignments that would create conflicting exclusive rights that are likely to deceive or cause confusion; see sections 40-41.
Transmission
The section pairs "assignable" with "transmissible". "Transmission" is defined in section 2(1); the section itself does not describe forms of transmission. For devolution on death or succession in practice, see transmission of trademark on death or succession.
How the Chapter fits together
| Section | Subject |
|---|---|
| 37 | Registered proprietor's power to assign and give receipts |
| 38 | Registered marks assignable and transmissible, with or without goodwill, for all or some goods |
| 39 | Unregistered marks |
| 40-41 | Restrictions where multiple exclusive rights would be created |
| 42 | Assignment otherwise than in connection with goodwill |
| 43-44 | Certification and associated marks |
| 45 | Registration of assignments and transmissions |
Example. Arjun Traders is the registered proprietor of "ARJUN FRESH" for rice and pulses. It agrees to assign the mark for pulses only to Meera Foods, without transferring the rice business. Under section 38 the mark can be assigned for "some only" of the goods. Under section 37 Arjun Traders, as the person entered in the register, can give effectual receipts for the price. The assignment still has to satisfy the later sections of the Chapter, and Meera Foods should apply to record its title.
What sections 37-38 do not say
- They do not prescribe the form of assignment, stamp duty or fee; the Rules and other laws do. See how to file Form TM-51, assignment recording and the specimen deed of assignment.
- They do not say that an unrecorded assignment is void; that is for section 45.
- They do not define "goodwill".
Practical points
- Check the register first. A buyer should confirm the seller is the person entered as proprietor.
- Use a written deed. A clear deed shows what is assigned, for which goods and with or without goodwill. A draft assignment deed is a starting point.
- Decide on goodwill early. Section 42 adds steps if goodwill does not travel.
- Avoid overlapping exclusive rights. Sections 40 and 41 can invalidate an assignment that creates them.
- Record the assignment. See section 45.
Need help assigning or acquiring a trade mark?
Selling or buying a mark involves checking the register, drafting the deed, and recording the new owner. Our trademark assignment transfer team handles the paperwork and the recording with the Registry.
Key takeaways
- Section 37: the person entered as proprietor can assign the mark and give effectual receipts, subject to the Act and to rights shown on the register.
- Section 38: registered marks are assignable and transmissible, notwithstanding any other law to the contrary, subject to the Chapter.
- Assignment may be with or without goodwill, and for all or some of the goods or services.
- Sections 40 to 45 add restrictions, conditions and the recording requirement.
Read next
- Section 39: assignment of unregistered trade marks
- Sections 40-41: restrictions on assignment creating multiple exclusive rights
- Assignment of trademark: with and without goodwill
- Trademark assignment deed: draft template
Disclaimer: Based on the Trade Marks Act, 1999 as amended by the Tribunals Reforms Act, 2021 and the Jan Vishwas (Amendment of Provisions) Act, 2023, as consulted on 1 October 2026. Forms, fees and procedure are set by the Trade Marks Rules, 2017 as amended from time to time. This article is general information, not legal advice; check the official text before acting.