Specimen Deed of Assignment of Registered Trademark — Format 2026

Specimen Deed of Assignment explained: this guide covers what Specimen Deed of Assignment 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.

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What Is Trademark Assignment?

Trademark assignment is the transfer of ownership of a registered (or pending) trademark from the assignor (current owner) to the assignee (new owner). Under Section 38 of the Trade Marks Act, 1999: a registered trademark is assignable and transmissible — either with or without the goodwill of the business concerned. The assignment may be: (a) with goodwill — the trademark and the associated business reputation, customer base, and brand value are transferred together, (b) without goodwill — only the trademark registration is transferred, not the underlying business reputation (this is called "assignment in gross").

Legal Framework — Sections 37-45

Section 37 — Power to assign: The registered proprietor has power to assign the trademark and to give receipts for the consideration. Section 38 — Assignability of a registered trademark: It may be assigned with or without the goodwill of the business, for all or only some of the goods or services. Section 39 — Unregistered trademark: An unregistered trademark may also be assigned, with or without goodwill. Sections 40 and 41 — Restrictions: A trademark is not assignable where the assignment would leave exclusive rights in more than one person for the same or associated goods or services and the use of the marks would be likely to deceive or cause confusion (section 40), or would create exclusive rights in different persons in different parts of India (section 41, unless the Registrar approves the assignment). Section 42 — Assignment without goodwill: The assignment does not take effect unless the assignee applies to the Registrar within six months of the assignment (extendable by up to three months in the aggregate) for directions on advertising it, and advertises it as directed. Section 44: Associated trademarks are assignable only as a whole. Section 45 — Registration of assignments: The assignee must apply to the Registrar of Trade Marks to register the title. The section prints no time limit for this application, but until it is filed the assignment is ineffective against a person who acquires a conflicting interest in the trademark without knowledge of it (section 45(4)).

Specimen Deed of Assignment — Trademark

DEED OF ASSIGNMENT OF TRADEMARK

This Deed is made on at

BETWEEN:

, (the "Assignor")

AND

, (the "Assignee")

RECITALS

(a) The Assignor is the registered proprietor of the following trademark(s): Trademark: , Registration No.: , Class(es): , registered on , valid until .

(b) The Assignor desires to assign the said trademark(s) to the Assignee the goodwill of the business in the goods/services for which the trademark is registered, for a consideration of Rs. .

(c) The Assignee desires to acquire the said trademark(s) on the terms set out herein.

NOW THIS DEED WITNESSETH:

1. Assignment: In consideration of Rs. paid by the Assignee to the Assignor (receipt acknowledged), the Assignor hereby assigns, transfers, and conveys to the Assignee ALL right, title, and interest in and to the trademark(s) described above, the goodwill of the business in the goods/services for which the trademark is registered.

2. Rights Transferred: The assignment includes: (a) the right to use the trademark in India for the registered goods/services, (b) the right to renew the trademark registration, (c) the right to institute and defend infringement proceedings, (d) the right to license the trademark to third parties, (e) the right to all associated domain names, social media handles, and digital assets .

3. Assignor's Warranties: The Assignor warrants: (a) sole and rightful owner of the trademark, (b) the trademark is validly registered and subsisting, (c) no prior assignment, license, or encumbrance, (d) no infringement proceedings pending, (e) all renewal fees paid up to date, (f) the assignment will not mislead the public or cause confusion.

4. Registration: Both parties shall jointly apply to the Registrar of Trade Marks for registration of this assignment under Section 45 within [30/60/90] days. Registration fee shall be borne by the .

5. Indemnity: The Assignor indemnifies the Assignee against all claims arising from: prior use/misuse of the trademark, pending infringement actions, and any defect in the Assignor's title.

6. Transitional Use: The Assignor shall not use the assigned trademark from the date of this Deed — unless the parties agree to a transitional period of [30/90] days for phasing out the Assignor's use.

Registration with Trade Marks Registry

Under Section 45 (and rule 75 of the Trade Marks Rules, 2017): the assignee must apply to the Registrar of Trade Marks (TMR) for registration of their title. Procedure: (a) file Form TM-P (Application for Registration of Assignment/Transmission) with the TMR, (b) attach: the original assignment deed (or certified copy), a statement of case in support of the request (rule 76(1)); no separate assignor-consent form is prescribed in the 2017 Rules (the earlier reference was TM-28), and the prescribed fee, (c) fee: Rs. 10,000 (physical filing) or Rs. 9,000 (e-filing) for each trademark, as notified in 2017 (First Schedule, entry 6); check the current Schedule, (d) the Registrar examines the application and, if satisfied: registers the assignment in the Register of Trade Marks, (e) the Assignee's name is entered as the new proprietor. Until the application is filed: the assignment is ineffective against a person who acquires a conflicting interest in the trademark without knowledge of it (section 45(4)) — the Assignor's name remains on the register.

Assignment With vs Without Goodwill

Tax Implications

(a) Income Tax — Assignor: Consideration is taxable as capital gains if the trademark is a capital asset (LTCG if held >24 months for unlisted; 12 months for listed). If the trademark was developed in the course of business: it may be taxable as business income. (b) GST: Permanent transfer of trademark rights: 18% GST (supply of services). Temporary transfer/license: 12% GST. (c) Stamp Duty: Varies by state — typically nominal (Rs. 100-500) as assignment of intangible property.

FEMA Compliance

For cross-border trademark assignments (Indian company assigning to foreign entity or vice versa): (a) payment for the assignment must be at arm's length (fair market value), (b) if Indian entity pays foreign entity: withholding tax (TDS) under Section 195 IT Act + compliance with RBI guidelines on royalty/IP payments, (c) if foreign entity pays Indian entity: receipt in convertible foreign exchange, (d) reporting as per FEMA regulations. Transfer pricing regulations apply if the parties are associated enterprises.