Trademark Assignment in India: A Complete Guide to Transferring Brand Ownership (2026)

What Is Trademark Assignment?

Trademark assignment is the transfer of ownership of a registered or pending trademark from one entity (assignor) to another (assignee). Under Section 37–45 of the Trade Marks Act, 1999, a trademark is a transferable property asset — it can be assigned with or without the goodwill of the business it represents.

There are two types of assignment:

• Assignment with goodwill: The assignee gets the full brand value, reputation, and customer recognition associated with the mark.
• Assignment without goodwill: The assignee gets the legal right to use the mark but the assignor retains the goodwill. Less common and more complex.

When Do You Need Trademark Assignment?

Trademark assignment is required in situations including: selling your business or brand to another company; transferring brand ownership to a subsidiary or holding company as part of a group restructure; mergers and acquisitions where IP assets are transferred; divorcing or dissolving a partnership where brand ownership must be allocated; inheritance of a business and its IP assets; licensing your brand to a franchisee and then converting to full assignment.

How to Assign a Trademark in India: Step by Step

1. Execute an Assignment Deed: Draft a formal trademark assignment agreement specifying the mark(s), registration number(s), assignor, assignee, and consideration paid.
2. Get it notarised: The assignment deed must be on stamp paper of appropriate value as per state stamp duty laws, and ideally notarised.
3. File Form TM-P with IP India: Within 6 months of execution, file Form TM-P (Application for registration of subsequent proprietor) on the IP India portal. Delay beyond 6 months requires a separate explanation.
4. Pay the Fee: Government fee is ₹9,000 per mark (online) for recording the assignment.
5. IP India Registers the Transfer: After examination, the registry updates the register to show the new proprietor's name. A fresh registration certificate is issued in the assignee's name.

Documents Required for Trademark Assignment

• Executed and notarised Assignment Deed
• Form TM-P (completed and signed by assignee)
• Copy of the original trademark registration certificate
• PAN and incorporation documents of assignor and assignee
• Board Resolution (if company) authorising the assignment
• Power of Attorney (if filing via agent)

Common Pitfalls in Trademark Assignment

• Not filing within 6 months: Delay in recording with IP India creates a legal gap where the assignee cannot enforce the mark.
• Vague deed language: Assignment deeds must clearly specify which classes and marks are covered. Ambiguous deeds are rejected by the registry.
• Assigning only in one class: If the mark is registered in multiple classes, assignment must be recorded for each class separately.
• Missing goodwill clause: For assignment without goodwill, specific restrictions must be drafted carefully to avoid inadvertent goodwill transfer.

Frequently Asked Questions