Section 45 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.
Section 45 tells a person who has become the owner of a registered trade mark, by assignment or by transmission, what to do next: apply to the Registrar to register his title. Until that application is filed, the change of ownership is exposed to a specific risk set out in sub-section (4).
A person who becomes entitled to a registered trade mark by assignment or transmission must apply in the prescribed manner to the Registrar to register his title. The Registrar then registers him as proprietor for the goods or services the assignment or transmission covers and enters the particulars on the register. The Registrar may refuse only while the validity of the assignment is in dispute between the parties and a competent court has yet to decide. Until the application is filed, the assignment or transmission is ineffective against a person who acquires a conflicting interest without knowledge of it.
The text, sub-section by sub-section
Section 45 as it stands today is the text substituted by Act 40 of 2010 (the footnote gives the date as 8 July 2013). It has four sub-sections.
| Sub-section | What it says | Plain meaning |
|---|---|---|
| (1) | A person who becomes entitled by assignment or transmission to a registered trade mark shall apply in the prescribed manner to the Registrar to register his title; the Registrar shall, on receipt of the application, register him as proprietor for the goods or services to which the assignment or transmission has effect, and cause the particulars to be entered on the register | The applicant is the new owner; registration follows the application; the scope is limited to the goods or services actually transferred |
| (2) | The Registrar may require evidence or further evidence of title only where there is a reasonable doubt about the veracity of any statement or document furnished | Proof is not asked for as a routine; the trigger is a reasonable doubt |
| (3) | Where the validity of an assignment or transmission is in dispute between the parties, the Registrar may refuse to register until a competent court has determined the rights; in all other cases he shall dispose of the application within the prescribed period | A dispute lets him wait for the court; otherwise a time limit applies |
| (4) | Until an application under sub-section (1) has been filed, the assignment or transmission is ineffective against a person acquiring a conflicting interest in or under the registered trade mark without the knowledge of the assignment or transmission | Delay in filing has a cost against an innocent third party |
Assignment and transmission: who the section covers
The section applies to anyone who "becomes entitled by assignment or transmission". Assignment is a transfer by agreement; the rules on how a registered trade mark may be assigned are in sections 37 and 38, covered in Sections 37-38. Transmission is the word the Act uses for a passing of title by operation of law, for example on death or succession. Our guide to transmission of a trademark on death or succession covers that route. Section 45 handles both in the same way.
The definitions of "assignment" and "transmission" are in section 2(1); see Section 2 definitions. If you are transferring a mark and need the deed and the filing taken care of, our trademark assignment and transfer service handles both.
Sub-section (1): the application and the entry
The new owner must apply "in the prescribed manner". The Trade Marks Rules, 2017 deal with this in rules 75 to 79. Under those rules:
- Rule 75 says the application to register title is made in Form TM-P.
- Rule 76 requires a duly certified copy of the original document, instrument or deed that purports to transfer title, along with a statement of case, and says the Registrar shall ordinarily dispose of the application within three months from its date.
- Rule 77 repeats the "reasonable doubt" test for calling for proof of title.
- Rule 78 says that an instrument not properly or sufficiently stamped is impounded and dealt with under Chapter IV of the Indian Stamp Act, 1899.
- Rule 79 says that where a law regulating the transmission of moneys outside India is in force and the assignment involves such transmission, the Registrar shall not register title except on production of the permission of the authority named in that law.
The fee is in the First Schedule to the Rules; no amount is stated here. Check the current Rules and form before filing.
Once the Registrar acts, he registers the applicant "as the proprietor of the trade mark in respect of the goods or services in respect of which the assignment or transmission has effect". So a partial assignment, for some goods only, results in registration for those goods only. The particulars of the assignment or transmission are also entered on the register. For what the register contains, see Section 6.
Sub-section (2): proof of title, only on reasonable doubt
The Registrar "may require the applicant to furnish evidence or further evidence in proof of title only where there is a reasonable doubt about the veracity of any statement or any document furnished". The word "only" limits him. If the documents are in order and there is no reasonable doubt, he does not call for more.
Sub-section (3): disputes and the time limit
If the validity of an assignment or transmission is in dispute between the parties, the Registrar "may refuse to register" it until a competent court has determined the rights. The power is discretionary ("may"). In all other cases the Registrar "shall dispose of the application within the prescribed period". Rule 76(2) of the Trade Marks Rules, 2017 says "ordinarily within three month"; read that with the sub-section and check the current Rules for the exact period.
Sub-section (4): why delay is risky
Sub-section (4) is the practical sting. Until the application under sub-section (1) has been filed, the assignment or transmission is "ineffective against a person acquiring a conflicting interest in or under the registered trade mark without the knowledge of the assignment or transmission". The trigger is filing, not registration. The protection is lost only against someone who acquired the conflicting interest without knowledge. The text does not say more, so do not read in a wider rule.
Example. Mehta Foods Pvt Ltd assigns its registered mark "Kesar Kunj" to Rao Spices LLP by a deed signed on 1 March. The deed is not recorded. On 15 March, Mehta Foods, still the registered proprietor, grants a licence over the same mark to a third party who knows nothing of the assignment. Under sub-section (4) the assignment to Rao Spices would be ineffective against that third party until an application under sub-section (1) is filed. Had Rao Spices filed in the first week, the position would differ. The point is to file promptly.
What the section used to say
Before the 2010 substitution, the section had a proviso on disputes and a sub-section stating that an unregistered document could not be admitted in evidence of title unless the Registrar or court directed. That text has been replaced; the footnote prints it as the "prior" reading. Do not rely on it today.
Need help with recording an assignment?
If you have bought a brand, inherited one or restructured a business, the title should be put on the register in your name without delay. Our trademark assignment and transfer team can check the deed and stamping, prepare the Form TM-P filing and follow it with the Registry.
Key takeaways
- A person who becomes entitled by assignment or transmission must apply to the Registrar to register his title.
- The Registrar registers him as proprietor for the goods or services the transfer covers and enters the particulars on the register.
- Evidence of title is asked for only where there is a reasonable doubt.
- The Registrar may refuse while the validity of the assignment is in dispute, pending a court decision.
- Until the application is filed, the transfer is ineffective against a person who acquires a conflicting interest without knowledge of it.
- Form TM-P is named in the Rules; the fee is in the First Schedule.
Read next
- Sections 37-38: power to assign and assignability of registered trade marks
- Section 42: assignment without goodwill of business
- Section 46: proposed use by a company to be formed
- 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.