Trademark Assignment
& Transfer —
Done Legally, Done Right
Selling your brand? Acquiring a trademark? Transferring IP as part of a business deal? A trademark assignment must be executed with a properly drafted deed and filed on the IP India portal — or the transfer has no legal standing. TaxClue handles the deed, the filing, and the registry.
Start Trademark Assignment
Expert calls within ✅ 30 minutes
4 Types of Trademark Assignment — Which One Do You Need?
Trademark assignment law under the Trade Marks Act, 1999 recognises four distinct types of transfer. Each has different legal implications for goodwill, scope, and the parties involved.
Assignment With Goodwill
Full brand transfer including reputation & customer trust
- Transfers the trademark AND its business reputation
- Assignee can use the mark for all goods / services in registered class
- Most common type — used in brand sales & acquisitions
- Customers & market recognise the same brand post-transfer
- Assignment deed must specify goodwill is included
Assignment Without Goodwill
Mark only — no transfer of business reputation
- Transfers only the trademark registration — not the goodwill
- Assignee cannot use the mark in connection with the assignor's business
- Assignor must apply to the Registrar for permission (Sec. 42)
- Used when seller wants to retain brand identity in one market
- More restrictive — requires additional registry step
Partial Assignment
Transfer limited to specific goods, services, or classes
- Transfer restricted to specific goods / services within the registered class
- Assignor retains rights in other classes or goods not transferred
- Creates two co-existing registrations — original + new for assignee
- Useful when a brand has broad class coverage but only part is being sold
- Deed must precisely define the scope of partial transfer
Business Acquisition
Trademark transfer as part of M&A / company sale
- Trademark transferred as part of a larger business / company acquisition
- May involve multiple marks across multiple classes
- Assignment deed integrated with the main sale/acquisition agreement
- Share purchase, asset purchase, or merger — each handled differently
- TaxClue coordinates TM transfer alongside GST & ROC filings
What Exactly Is a Trademark Assignment?
A trademark is a property right — and like any property, it can be sold, gifted, or transferred. A trademark assignment is the legal act of transferring ownership of a registered or pending trademark from the current owner (the assignor) to a new owner (the assignee).
Unlike a trademark licence (where you give someone permission to use your mark but retain ownership), an assignment permanently changes who owns the trademark. After a valid assignment, the assignee becomes the new registered owner with full rights to use, licence, and enforce the mark.
⚖️ The Law: Trade Marks Act, 1999 — Sections 37–45
Sections 37 to 45 of the Trade Marks Act, 1999 govern trademark assignment and transmission in India. An assignment is only legally effective when (1) it is executed in writing, (2) signed by both parties, and (3) filed on the IP India portal using Form TM-P within 6 months of the assignment date (extendable).
Assignment Deed — The Foundation
The assignment deed is the legal document that executes the transfer. It must specify: the trademark details, consideration (price paid), scope (with/without goodwill, classes), effective date, representations by the assignor, and obligations on both parties. TaxClue drafts a comprehensive, court-admissible deed.
TM-P Form — IP India Registry Filing
After the deed is executed, Form TM-P (Application for Registration of Assignments) must be filed with the IP India Trademark Registry. TaxClue prepares and files TM-P within the prescribed 6-month window, ensuring the new owner's name appears on the official register.
Trademark Search Before Assignment
Before executing an assignment, TaxClue conducts a full IP India trademark search to verify current ownership, check for any encumbrances (liens, licences, opposition proceedings), and confirm the mark's legal status — protecting the assignee from acquiring a disputed or encumbered trademark.
Unregistered vs Registered — Both Assignable
Both registered trademarks and pending applications can be assigned in India. However, assigning a pending application requires careful handling — if the application is under examination or opposition, the assignee takes on those proceedings. TaxClue advises on timing to minimise transfer risk.
Consideration & Stamp Duty
The assignment deed must state the consideration (monetary value of the transfer). Stamp duty is applicable on assignment deeds — the rate varies by state. TaxClue calculates the correct stamp duty, advises on e-stamping, and ensures the deed is properly stamped to be admissible as evidence in court.
How TaxClue Executes a Trademark Assignment
From deed drafting to registry update — every step handled by our IP team.
Search & Due Diligence
We verify current ownership, legal status, class coverage, and any existing encumbrances on IP India's official database. Assignee protected before signing.
Day 1–2Deed Drafting
Comprehensive assignment deed prepared — specifying goodwill terms, scope, consideration, representations, and indemnities. Reviewed by both parties before signing.
Day 2–5Stamp & Execute
Deed stamped with correct state-specific stamp duty value. Both parties sign — physical or e-signing depending on state requirements. Notarisation where needed.
Day 5–10TM-P Filed on IP India
Form TM-P (Application for Registration of Assignment) filed on the IP India portal with the executed deed and supporting documents. Filing within 6-month window.
Day 10–14Registry Update
IP India updates the trademark register to reflect the new owner. Updated registration certificate / acknowledgement issued. Assignee's name now appears on the official register.
3–6 monthsWhat You Need for Each Assignment Type
Assignment With & Without Goodwill
Partial Assignment
Business Acquisition / M&A
Additional: TM-P Filing (All Types)
All 4 Assignment Types — Side by Side
| Feature | 🤝 With Goodwill | 📝 Without Goodwill | ✂️ Partial | 🏢 Acquisition |
|---|---|---|---|---|
| Goodwill transferred? | Yes — full | No | Partial only | Yes (typically) |
| Classes transferred | All registered | All registered | Specified only | All in portfolio |
| Registrar permission needed? | No | Yes — Sec. 42 | No | No |
| Two registrations created? | No | No | Yes | No |
| IP India govt. fee | ₹6,750–₹9,000 | ₹6,750–₹9,000 | ₹6,750–₹9,000 per mark | Per mark in portfolio |
| Processing time | 3–6 months | 4–7 months | 4–7 months | 4–8 months |
| Deed required? | Yes | Yes | Yes — with scope clause | Yes — per mark |
| Most common use | Brand sale | Splitting markets | Partial brand sale | M&A / Company sale |
™ Assignment vs Licence — A Critical Distinction An assignment permanently transfers ownership. A trademark licence gives permission to use the mark while the owner retains it. If you want someone to use your brand but stay the owner, you need a Trademark Licence Agreement — not an assignment. TaxClue advises on which structure is right for your situation before any deed is drafted.
❓ Frequently Asked Questions
Yes — trademark applications (pending marks) can be assigned in India under Section 39 of the Trade Marks Act, 1999. The assignment is executed with a deed, and Form TM-P is filed with the IP India Registry. The assignee then becomes the new applicant and takes over the prosecution of the application. If there are examination objections or opposition proceedings pending, the assignee inherits those proceedings. TaxClue advises on the risk profile before executing the assignment of a pending mark.
This is a critical question often overlooked in brand transactions. Existing registered user (licensee) arrangements do not automatically terminate on assignment — the assignee takes over the trademark subject to those existing licences unless the licence agreement specifically provides for termination on transfer of ownership. TaxClue reviews all existing licence agreements before the assignment deed is executed and includes appropriate representations from the assignor about the encumbrance status of the mark.
Form TM-P must be filed within 6 months from the date of the assignment deed. This period can be extended by the Registrar on application with sufficient cause, but it is not guaranteed. If TM-P is not filed at all, the assignment is valid between the two parties (as a private contract) but the new owner's name will not appear on the IP India public register — meaning third parties are not legally notified of the transfer and the assignee cannot enforce the mark against infringers using the registered title.
No — the trademark registration number, priority date, and class coverage all remain exactly the same after assignment. Only the name of the registered owner changes on IP India's register. The assignee inherits the full registration with all its existing priority — including the original filing date, which is critical for determining precedence over later conflicting marks. This is one of the key reasons trademark assignment is commercially valuable in brand acquisitions.
Yes — Indian trademarks can be assigned to foreign entities. The assignee needs to appoint an Indian agent or have a registered address in India for correspondence with the Trademark Registry (an attorney address suffices). The assignment deed must be properly apostilled or notarised and may require legalisation depending on the country. TaxClue handles cross-border assignments and coordinates the authentication requirements for foreign assignees.
Yes — stamp duty is payable on trademark assignment deeds. The rate varies by state because stamp duty is a state subject in India. It is generally calculated as a percentage of the consideration stated in the deed (typically 0.5%–1% depending on the state, with a minimum value). The deed must be stamped before or at the time of execution. An improperly stamped deed cannot be admitted as evidence in court — TaxClue calculates the correct stamp duty, advises on e-stamping, and ensures the deed is legally valid before TM-P is filed.
⚠️ Mistakes That Invalidate Trademark Assignments
These errors create legal disputes between assignor and assignee — or leave the assignee with no enforceable rights:
- Not executing the assignment in writing — verbal or implied assignments have no legal standing under the Trade Marks Act
- Failing to file TM-P within 6 months — assignment is enforceable between parties only; third parties not bound until registry updated
- No due diligence on existing licences — assignee unknowingly buys a mark encumbered with third-party usage rights
- Incorrect stamp duty on deed — underpaid stamp duty makes the deed inadmissible as evidence in infringement proceedings
- Not specifying scope in partial assignments — ambiguous scope creates disputes between assignor and assignee
- Assigning a registered mark while the renewal is lapsed — assignee acquires a mark that has already lost protection
- M&A trademark transfer treated as automatic — trademarks don't transfer by operation of company law; a separate TM-P is needed per mark
📌 Assignment vs Licence vs Transmission — Know the Difference
These three concepts are often confused — but they have fundamentally different legal effects:
- Assignment (Sections 37–45): Permanent transfer of ownership from assignor to assignee. Assignee becomes the new registered owner with full rights.
- Licence / Registered User (Section 48–56): Owner grants permission to use the mark. Owner retains ownership. Used for franchises, distributors, manufacturing partners.
- Transmission (Section 45): Automatic transfer of trademark by operation of law — death of the owner, insolvency, or dissolution of a company. No deed required but TM-P must still be filed to update the register.
- Co-ownership (Section 24): Multiple persons jointly own one mark. Not an assignment — a separate legal arrangement with its own rules on use and transfer of each co-owner's share.
India's Trusted Trademark Assignment Experts
Deed Drafted for Both Parties
One TaxClue engagement covers both the assignor and the assignee — deed drafted, reviewed by both sides, and executed correctly. No need to hire two separate lawyers.
Due Diligence First — Always
Before any deed is drafted, TaxClue searches IP India for ownership status, existing licences, pending oppositions, and renewal status — so the assignee knows exactly what they're buying.
State-Specific Stamp Duty
Stamp duty rates differ across states. We calculate the correct figure, advise on e-stamping vs physical stamps, and ensure the deed is court-admissible before TM-P is filed.
TM-P Filed on Time — Always
The 6-month TM-P deadline is tracked from the day the deed is signed. TaxClue files immediately after execution — never at risk of the deadline lapsing.
M&A Portfolio Transfers
Acquisitions often involve multiple marks across multiple classes. TaxClue prepares individual deeds and TM-P filings for each mark in the portfolio — coordinated with the main M&A transaction timeline.
500+ Assignments Filed
Sole proprietors, startups, listed companies, foreign assignees — TaxClue has handled trademark assignments of every scale and type across all 45 NICE classes.
Complete Trademark Protection by TaxClue
Trademark Registration
Register your trademark before assigning — assignment of an unregistered mark has reduced legal standing.
Learn More →Trademark Renewal
Ensure the mark is renewed before or after assignment — don't transfer a lapsed registration.
Learn More →Trademark Objection Reply
Pending marks under examination can be assigned — but objection replies may need to be handled by the new assignee.
Learn More →Trademark Opposition
Opposition proceedings continue after assignment — the assignee takes over the contested proceeding.
Learn More →Trademark Infringement Notice
New owner can enforce the assigned mark — TaxClue sends cease & desist notices after registry update.
Learn More →Copyright Registration
Logos and creative works may also need copyright assignment alongside the trademark — TaxClue handles both.
Learn More →Trademark Assignment Done Legally & Completely
Assignment deed drafted, stamped, and signed. TM-P filed on IP India within 6 months. Registry updated with the new owner's name. All 4 assignment types — with goodwill, without goodwill, partial, and M&A — handled by TaxClue's IP team.
🔒 Confidential · 4.9★ Google Rating · Deed Drafted · TM-P Filed · 500+ Assignments · All 4 Types