Trademark Assignment Online: Transfer Your Brand Ownership

An assignment is a transfer of ownership. Section 2(1)(b) of the Trade Marks Act, 1999 (India Code) defines it as an assignment in writing by act of the parties concerned. So a spoken promise or a handshake deal does not transfer a trademark. You need a written document signed by the parties.

Section 37 gives the registered proprietor the power to assign the mark and to give a valid receipt for the price. This power is subject to the Act and to any rights of other people that already appear on the register. Section 38 then says a registered mark can be assigned with or without the goodwill of the business. It can cover all the goods or services it is registered for, or only some of them.

Assignment vs transmission. The Act also uses the word "transmission". Section 2(1)(zc) defines it as a transfer by operation of law, such as passing to the legal heirs of a deceased owner, or any other mode of transfer that is not an assignment. A sale of a brand is an assignment. A brand that passes to heirs on death is a transmission. Both are recorded in the same way, through Form TM-P.

Many owners mix up assignment and licensing of a trademark. They are very different. Assignment hands over ownership for good. Licensing only gives permission to use the mark, while ownership stays with you.

Under Section 48(2), use of the mark by a registered user counts as use by the owner. This helps the owner if anyone later claims the mark has not been used. A written licence with the owner's consent is also "permitted use" under Section 2(1)(r), even if the user is not registered. Formal registration as a registered user (Section 49) adds a public record of the arrangement.

Change of name is not an assignment. If your company only changes its name, the owner is the same legal person. You record the new name under Section 58 instead. But when a proprietorship or partnership turns into a company or LLP, the owner changes. That needs a proper assignment.

Is this the right service for you? Choose assignment if ownership must move. If you are still protecting a new brand, start with our trademark registration service. If your mark has an examination report or an opposition, see trademark objection reply or trademark opposition.

Every trademark assignment falls into two choices. The first is how much of the mark you transfer. The second is whether the goodwill of the business goes with it.

1. Complete assignment. The owner transfers all rights in the mark, for every class and every listed good or service. The old owner keeps nothing. This is common when a business or brand is sold outright.

2. Partial assignment. The owner transfers the mark only for some goods or services. Section 38 allows this. For example, a brand registered for clothing and footwear may be assigned only for footwear. The old owner keeps the mark for clothing. The Registry checks that the split will not confuse buyers (Section 40).

3. Assignment with goodwill. The mark moves along with the reputation and business tied to it. The buyer can keep using the brand's history, such as "serving customers since" claims. No extra advertisement step is needed.

4. Assignment without goodwill. Only the mark moves. The old owner keeps the business and its goodwill, often for other products. This is also called a gross assignment. Section 42 adds a condition: the assignee must apply for advertisement directions within six months, or the assignment does not take effect. We explain this step in full below.

Two cases are not treated as "without goodwill" under the Explanation to Section 42:

• A partial assignment for some goods or services, if the goodwill of the business in those goods or services moves too.
• An assignment of a mark used for goods exported from India, or services used outside India, if the goodwill of the export business moves with it.

You need an assignment whenever the legal owner of a brand changes. These are the situations we see most often:

• Proprietorship to company or LLP. The owner registered the mark in his or her own name. The business is now a company or LLP. The company is a separate legal person, so the mark must be assigned to it. See our company registration service if you are still setting up the company.
• Director or founder to company. A founder filed the trademark personally before the company was formed. Investors usually ask for the brand to sit in the company's name before they invest.
• Sale of a business or brand. A buyer purchases the business, or only the brand. The deed and the TM-P record the transfer.
• Mergers and group restructuring. Brands move between group companies, or to a holding company that licenses them back.
• Partnership changes. A partner leaves, a firm dissolves, or partners split the brands among themselves.
• Family transfers. A parent gifts a brand to a child, or brands are divided in a family settlement.
• Death of the owner. The mark passes to legal heirs by transmission. They record their title with Form TM-P.
• Foreign and Indian parties. A foreign owner assigns an Indian mark to an Indian company, or the reverse.

When to act. Sign the deed as part of the deal, not months later. Then file Form TM-P soon after. If the transfer is without goodwill, the Section 42 clock of six months starts on the date of the assignment.

You do not need a registration certificate to sell a brand. Section 39 says an unregistered trademark can be assigned or transmitted, with or without goodwill. The owner of an unregistered mark has rights built up through use. Section 27(2) keeps the right to bring a passing off action, even without registration. Those rights can be sold.

There are some practical points:

• No Section 45 entry for an unregistered mark. Section 45 deals with a registered trade mark. For a mark that is not on the register, the deed itself is the main proof of the buyer's title. Keep the original deed safe.
• Section 42 still applies. Section 42 covers marks "whether registered or unregistered". So an unregistered mark assigned without goodwill also needs advertisement directions. Under Rule 80, the application must show the mark and give details of its use.
• Use evidence matters. List invoices, sales figures and dates of first use in the deed or its schedule. The buyer will need this proof to defend the brand later.
• Apply soon. The buyer should file a new application under its own name. See our trademark registration page for that process.

Pending applications. Many brands are sold while the application is still under examination. The buyer can ask the Registry to record the change in the pending application, supported by the deed. We check the current status first. If there is an open examination report or opposition, the reply or hearing must continue in the right name.

The Act lets owners transfer marks freely, but it also protects buyers from confusion. Four sections set limits.

Section 40: no confusing split of rights. A mark cannot be assigned if the result would give more than one person exclusive rights in the same or similar marks for the same or similar goods or services, where use by both is likely to deceive or confuse. A proviso allows it where the limits on each person's rights stop them from being used together. The owner can ask the Registrar for a certificate under Section 40(2) on whether a proposed assignment is valid. The e-filing fee is ₹2,700.

Section 41: no split by region. An assignment that would create exclusive rights in different parts of India is not allowed without the Registrar's approval. The Registrar may approve it if it is not against the public interest. The e-filing fee for approval is ₹2,700.

Section 43: certification marks. A certification trade mark cannot be assigned or transmitted without the Registrar's consent. The application must be in writing in the prescribed manner. The e-filing fee is ₹1,800.

Section 44: associated marks. Associated trade marks can only be assigned as a whole, not one by one. If your brand has associated marks on the register, the deed must cover all of them.

We check the register for associated marks, similar marks owned by the same assignor, and any registered users before drafting. This avoids a refusal after the deal is signed.

Section 42 is the step most people miss. It applies when a trademark, registered or unregistered, is assigned without the goodwill of the business in which it is used.

The rule. The assignment does not take effect unless the assignee does two things:

1. Applies to the Registrar for directions on advertising the assignment, within six months from the date of the assignment. The Registrar may extend this by up to three months in total.
2. Advertises the assignment in the form, manner and time the Registrar directs.

The procedure under the Trade Marks Rules, 2017.

• Rule 80(1): the request for directions is made in Form TM-P. It must state the date of the assignment and the registration details. For an unregistered mark, it must show the mark and describe its use.
• Rule 80(3): a request to extend the time is also made in Form TM-P.
• The Registrar may call for evidence or more information, then issues written directions.
• The Registrar may refuse to consider the request where Section 41 applies, unless approval under that section has been obtained.
• Rule 81: when the new owner later files to record the title, the application must say whether the assignment was made apart from the goodwill. If so, the applicant leaves a copy of the directions and proof of the advertisement with the Registry.

If the six months (plus any extension) pass without a request, the assignment simply does not take effect. The parties would then need a fresh deed. So we put the Section 42 date in your tracker on the day the deed is signed.

Signing the deed transfers the mark between the parties. Recording tells the world. Section 45 sets the rules for registered marks.

• Section 45(1): a person who becomes entitled to a registered mark by assignment or transmission must apply to the Registrar to register the title. The Registrar then registers that person as proprietor for the goods or services covered, and enters the details on the register.
• Section 45(2): the Registrar may ask for more proof of title only where there is a reasonable doubt about a statement or document.
• Section 45(3): if the parties dispute the validity of the assignment, the Registrar may refuse to record it until a competent court decides. In other cases, the Registrar disposes of the application within the prescribed period.
• Section 45(4): until the application is filed, the assignment is ineffective against a person who acquires a conflicting interest in the mark without knowing about the assignment.

Until the change is recorded, the register still shows the old owner as proprietor. Registry notices, renewal reminders and public searches all point to that old owner. That is why we file soon after the deed is signed.

The Rules.

• Rule 75: the application to register the title of the new owner is made in Form TM-P.
• Rule 76: it is filed with a duly certified copy of the deed or instrument and a statement of case. The Registrar disposes of it ordinarily within three months from the date of application.
• Rule 77: the Registrar may ask for further proof only on reasonable doubt.
• Rule 78: an instrument that is not duly stamped is impounded and dealt with under Chapter IV of the Indian Stamp Act, 1899.
• Rule 79: where a law controls sending money outside India, the Registrar will not record the title unless the needed permission is shown.

Form TM-P is filed online on the IP India e-filing portal by the new owner or by an authorised trade marks agent or advocate. The government fee is charged per trade mark.

The deed is the heart of the transfer. The Registry reads it to decide whether the new owner's title is clear. A weak deed causes queries, delays or disputes later. A good deed covers these points:

1. Parties. Full legal names, addresses and status (individual, firm, company, LLP) of assignor and assignee. The assignor's name must match the register.
2. Recitals. How the assignor owns the mark: application number, registration number, class, date of first use.
3. Schedule of marks. Every mark covered, with a clear image of each logo or label.
4. Goods or services. All of them, or the specific items in a partial assignment.
5. Goodwill clause. A clear statement that the transfer is with goodwill, or without goodwill.
6. Consideration. The price and how it is paid. If nil, say so (for example, a gift within a family).
7. Effective date. The date the rights move. This date also starts the Section 42 clock where it applies.
8. Territory. India as a whole. A split by region needs Registrar approval under Section 41.
9. Warranties. The assignor confirms it owns the mark, has not licensed or pledged it except as disclosed, and knows of no pending dispute.
10. Licences and registered users. What happens to existing licences.
11. Pending matters. Who handles open objections, oppositions, renewals or court cases.
12. Further assurance. The assignor agrees to sign any extra papers the Registry asks for.
13. Use of the mark after transfer. The assignor agrees to stop using it, except where the deed allows.
14. Governing law and disputes. Indian law, with a court or arbitration clause.
15. Signatures and witnesses. Signed by both parties or their authorised signatories, usually before two witnesses. For a company or LLP, attach the board or partners' resolution.

Notarisation is common practice and helps as extra proof, though Rule 76 only asks for a duly certified copy of the deed. Keep the original deed safe for life.

The assignment deed must carry the correct stamp duty. Stamp duty is a state subject. Each state either applies the Indian Stamp Act, 1899 with its own changes, or has its own Stamp Act. So the duty is not the same across India.

How the duty is worked out.

• The rate depends on the state where the deed is signed and on how its stamp schedule classifies the deed.
• In many states, a transfer for a price is charged on the value of the consideration. Other states charge a fixed amount for some agreements.
• A gift or a transfer for nil price may be charged differently from a sale.
• If a deed signed in one state is later used in another, some states ask for the difference in duty.

How it is paid. Many states sell e-stamp paper. Buy it in the name of one of the parties, for the correct value, before the deed is signed.

Why it matters for the Registry. Under Rule 78, if the Registrar finds the deed is not properly stamped, it is impounded and dealt with under Chapter IV of the Indian Stamp Act, 1899. That means delay, and the duty shortfall plus a penalty must be paid before the deed is accepted.

State note. TaxCaller works from Ghaziabad and handles clients across India online. We check the current stamp schedule of your state before you buy stamp paper. If the parties are in different states, we tell you which state's duty applies and whether any extra duty is needed. For the Registry side, Ghaziabad and Noida fall under the New Delhi office of the Trade Marks Registry, which covers Delhi, Uttar Pradesh, Haryana, Punjab and nearby states.

Keep these ready. The exact list depends on the type of transfer.

From the assignor (current owner)

• Trademark application number, registration certificate or current status page
• Copy of the mark as registered or applied (logo, word or label)
• PAN and address proof of the assignor (Aadhaar for an individual)
• Certificate of incorporation, partnership deed or LLP agreement, if not an individual
• Board resolution or partners' consent authorising the assignment and the signatory
• Details of any licences, registered users or pending cases on the mark

From the assignee (new owner)

• PAN and address proof, or company or LLP documents
• Board resolution authorising the purchase and the signatory
• Udyam certificate, if any (useful for later filings where the lower fee for small enterprises applies)
• Authorisation in favour of the trade marks agent or advocate who files

For the transfer itself

• Signed assignment deed on stamp paper of the correct value
• Duly certified copy of the deed and a statement of case (Rule 76)
• For assignment without goodwill: Registrar's directions and proof of the advertisement (Rule 81)
• For transmission on death: death certificate, will or probate, or a succession or legal heir certificate
• For a court-approved merger: certified copy of the order

You can finish the whole process with us online. Here is how our team runs it.

1. First call. You tell us which marks are moving, who the parties are and whether goodwill moves too. We confirm our fee before any work starts.
2. Register check. We pull the status of every mark. We check the recorded owner's name and address, associated marks, registered users, renewal dates and open objections or oppositions.
3. Clean-up first. If the assignor's name or address on the register is old, we record that change first. Otherwise the Registry may question the link between the deed and the register.
4. Structure advice. We advise on full or partial transfer and with or without goodwill. We flag any Section 40, 41, 43 or 44 issue.
5. Deed drafting. We draft the assignment deed and the resolutions. You review, and we revise.
6. Stamp duty. We tell you the stamp duty for your state and the stamp paper value. You buy the e-stamp paper and both parties sign before witnesses.
7. Section 42 request, if needed. For a transfer without goodwill, we file the request for directions in Form TM-P well within six months. We then publish the advertisement as directed and keep the proof.
8. Form TM-P filing. We file Form TM-P to record the new owner, with the certified deed and statement of case. You receive the filing receipt.
9. Follow-up. We track the request and reply to any Registry query or proof request under Rule 77.
10. Closing. Once the register shows the new owner, we share the updated record and a list of other records to update.

The time taken depends on the Registry and on how ready your papers are. Here is a realistic plan.

The three months under Rule 76(2) is the ordinary target, not a fixed promise. Queries, unclear deeds or a dispute between the parties can take longer. The paperwork on our side usually takes about one to two weeks.

A trademark assignment has three kinds of cost. We show them apart so you know where each rupee goes.

1. Government fees. These come from the First Schedule to the Trade Marks Rules, 2017, shown on the IP India Form and Fees page. They are per trade mark. Unlike the TM-A filing fee, these assignment fees have no lower rate for individuals, startups or small enterprises.

Example: a company buys three registered marks with goodwill. The TM-P fee is ₹9,000 x 3 = ₹27,000 on e-filing.

2. Stamp duty. Paid to your state government on the deed, as per your state's stamp law. Any advertisement cost under Section 42 is also paid at actual.

3. TaxCaller's fee. TaxCaller's fee starts at ₹1,999 + GST for one mark. Government fees (TM-P and other Registry fees, stamp duty and advertisement costs) are paid separately at actual. Extra marks, transfers without goodwill and disputed cases are quoted on the first call, before any work starts.

A trademark is a valuable asset. Selling it can have tax effects for both sides. Plan for them before you sign.

Income tax for the seller. A trademark used in a business is a capital asset. Its sale can lead to capital gains. Under Section 55(2)(a) of the Income-tax Act, 1961, the cost of acquisition of a self-created trade mark or brand name is taken as nil. So most of the price can become a gain. Transfers made on or before 31 March 2026 fall under the 1961 Act. For transfers from 1 April 2026, the Income-tax Act, 2025 applies. Its Section 90(3)(c) keeps the same nil cost for a trade mark or brand name not bought from someone else. Your tax adviser should work out the gain under the Act that applies to your year.

For the buyer. A purchased trademark is an intangible asset in the buyer's books. Record it at cost, with the deed and payment proof. Our accounting and bookkeeping team can help with the entries.

GST. A transfer of a trademark for a price is generally treated as a supply of service under GST. A seller registered under GST must issue a tax invoice and charge GST at the rate notified for transfer of intellectual property rights. A gift between related persons can also have GST effects. Confirm this with your tax consultant before signing.

Cross-border deals. If the buyer pays a foreign seller, tax may need to be deducted at source and foreign exchange rules apply. Rule 79 of the Trade Marks Rules also requires any permission needed under the law on sending money outside India.

There is no separate fine for filing Form TM-P late. But the cost of delay can be high. Here is what can go wrong.

• Third-party risk (Section 45(4)). Until the TM-P application is filed, the assignment is ineffective against a person who gets a conflicting interest in the mark without knowing of the assignment.
• Register shows the old owner. Registry letters, renewal notices and search results go to the old owner. A buyer who cannot be traced on the register may miss deadlines.
• Weak position in disputes. The Registry and courts start from the register entry. An unrecorded buyer must prove title through the deed and its stamping.
• Assignment without goodwill fails. Under Section 42, if the request for directions is not made within six months (plus up to three months extension), the assignment does not take effect at all.
• Stamp duty penalty. An under-stamped deed is impounded under Rule 78. The shortfall plus a penalty under the state's stamp law must be paid. The penalty can be several times the shortfall in some states.
• Loss through non-use. Under Section 47, a registered mark can be removed for five years' continuous non-use. Plan who uses the mark during and after the transfer.
• False ® claims. The buyer of an unregistered or pending mark must not use ®. Under Section 107, falsely representing a mark as registered attracts a penalty of up to ₹5 lakh or 0.5% of turnover, whichever is less.

Most delays come from avoidable errors. These are the ones we fix most often.

1. Name mismatch. The assignor's name in the deed differs from the register. Record the name or address change first.
2. Unstamped or under-stamped deed. The deed gets impounded under Rule 78.
3. Missing goodwill clause. The deed does not say whether goodwill moves. The Registry cannot tell if Section 42 applies.
4. Missed Section 42 deadline. The six months from the assignment pass without a request for directions.
5. Associated marks left out. Section 44 needs associated marks to move together.
6. Classes or goods not listed. A deed that says "all rights" but omits a class or registration number invites a query.
7. Wrong signatory. A company signs without a board resolution, or a firm without all partners' consent.
8. Using old fee tables. Some websites still show older fee slabs based on how late you file. The current First Schedule has a flat TM-P fee of ₹9,000 (e-filing) per mark.
9. Treating a conversion as a name change. A proprietorship that became a company files a name change instead of an assignment. The owner has changed, so an assignment is needed.
10. Splitting by region. The deed gives North India to one buyer and South India to another, without Section 41 approval.
11. Ignoring licences. Existing licensees are not told, or the registered user entries are not updated.
12. Waiting too long. The deed is signed but TM-P is never filed. Years later, at renewal or in a dispute, the gap surfaces.

Recording the new owner is not the end. Update these records so the brand works smoothly in the new owner's hands.

• Renewal. A registration lasts ten years from the filing date and must be renewed under Section 25. The new owner now renews it. Note the date and see our trademark renewal service.
• Brand watch. Keep watching the Trade Marks Journal for copycat marks. Oppose them in time through our trademark opposition service.
• Open cases. Continue any examination reply or hearing in the new owner's name, as agreed in the deed.
• Licences. Sign fresh licence agreements in the new owner's name. Register them under Section 49 if you want a public record.
• Business records. Update packaging, invoices, website, domain names, marketplace brand stores and social media accounts.
• Tax and business registrations. If the brand now belongs to a new company, update its GST registration details and trade names where needed. A new small business can also get MSME (Udyam) registration.
• Certified copies. Keep a certified copy of the updated register entry for bank, investor and legal use.

The Trade Marks Act, 1999 and the Trade Marks Rules, 2017 remain the core law. Here is what is new or worth knowing in 2026, based on the IP India news and updates page and its archive.

• TM-P fees unchanged. As of November 2026, the First Schedule still shows ₹9,000 (e-filing) and ₹10,000 (physical) per mark to record an assignment or transmission.
• Mandatory e-KYC. A public notice dated 9 July 2026 made e-KYC compulsory for all IP attorneys on the register of the Office of the CGPDTM. A notice dated 7 August 2026 moved the deadline from 9 August to 31 August 2026. A final extension to 30 September 2026 came through a notice dated 31 August 2026. If an agent or advocate files your Form TM-P, check that their e-KYC is complete.
• Revised draft Trade Marks Manual. On 21 August 2026, IP India posted a revised draft Manual of the Trade Marks Office (Practice and Procedure). It is still a draft. It cannot override the Act or the Rules.
• Refund of duplicate payments. A procedure dated 14 October 2026, posted on 22 October 2026, explains how to claim back a trademark fee paid twice by mistake. Claims should ideally be made within one year.
• Warning on misuse of IP India's name. On 11 November 2026, IP India posted a notice prohibiting unauthorised commercial use of its name, logo and content. Deal only with the official portal for filings and fee payments.
• AI and squatting. After a Delhi High Court order of 13 October 2026, a public notice dated 16 October 2026 invited suggestions for guidelines on the use and misuse of AI and on trademark squatting. No final guidelines are out yet.
• New Income-tax Act. The Income-tax Act, 2025 applies from 1 April 2026. Capital gains on brand sales made from that date fall under the new Act's sections.

Here is what you get when you assign a trademark with us. Each point can be checked.

• A registered firm. TaxCaller is run by TaxCaller India LLP (LLPIN AAQ-7388) and has served clients since 2018.
• Reviewed by an advocate. This page is reviewed by Abhinay Rai, Advocate. Our tax experts handle your file and explain each step.
• Fee told upfront. You know our fee, the TM-P fee and the stamp duty estimate before any work starts.
• End to end. Register check, deed drafting, stamp duty advice, Section 42 directions, Form TM-P filing and follow-up, all online.
• Support after the transfer. Renewals, oppositions, objections and new filings in the new owner's name.

Related services:

• Trademark registration for new brands and logos
• Trademark objection reply if the Registry raises an examination report
• Trademark opposition to file or defend an opposition
• Trademark renewal before the ten-year term ends
• Company registration if the brand is moving into a new company
• Income tax filing to report gains on a brand sale
• Contact us to book your first call