Trademark Assignment in India: How to Transfer Your Brand with Form TM-P

You sell a product line. The buyer wants the brand with it — the name customers recognise, the logo on the pack, the goodwill built over years. Or you started the business as a sole proprietor, registered the trademark in your own name, and now your new private limited company needs to own it. In both cases the question is the same: how does a trademark legally change hands in India?

The short answer: Trademark assignment is the written transfer of trademark ownership from one person to another under the Trade Marks Act, 1999. For a registered mark, the new owner records the change on Form TM-P under section 45, at ₹9,000 per trademark for e-filing. Until recordal is filed, the public register still shows the old owner.

Sell it, rent it, or franchise it?

Before you touch a form, settle which deal you are actually doing. Three arrangements look similar from the outside and mean very different things in law.

Assignment sells the brand. Ownership moves, permanently, and the buyer can use it, license it onward, enforce it against infringers, and sell it again. A licence rents the brand. You keep ownership and let someone else use the mark, usually for a royalty and usually with quality-control conditions. A franchise is a licence wrapped in a business system — the mark plus the operating manual, the supply chain, and the brand standards.

The choice turns on one question: do you want the brand back one day? If yes, you are licensing, not assigning, and the agreement should say so in plain words, with a term, a territory, and an end date. If the buyer is paying for the brand itself — a product-line sale, a business sale, a group restructuring — assignment is the honest structure, and dressing it up as a licence only stores up a dispute about who owns what.

One related trap: a registered user cannot pass the rights on. Section 54 of the Act says a registered user has no assignable or transmissible right to use the mark. If your franchisee or licensee tries to "assign" their licence to someone else, that transfer has nothing behind it unless you, the owner, agree fresh.

The deed is the deal; TM-P is the nameplate

Think of it like selling a shop. The sale agreement is the deed. Changing the nameplate on the door is the recordal. The deed binds you and the buyer the day you both sign it. But customers, banks, competitors, and the next buyer all read the nameplate — the Register. Until Form TM-P is filed and the new proprietor is entered, the whole market keeps dealing with the old name.

Section 2(b) of the Act defines assignment as an assignment in writing by act of the parties concerned. An oral understanding is not an assignment, however clear it felt in the room. The deed should name the mark with its application or registration number and class, name both parties in full, state exactly which goods or services move (all of them, or only some), say whether goodwill moves with the mark, record the consideration, and carry an effective date.

Stamp duty deserves its own line in your budget. It follows the stamp law of the state where the deed is executed, and it is charged on the consideration. There is no single national rate to quote, which is why honest guides do not quote one. What the law does say is sharp: under Rule 78 of the Trade Marks Rules, 2017, if the Registrar considers the instrument insufficiently stamped, it can be impounded under the Indian Stamp Act, 1899. Get the stamping right before filing, not after.

What can you actually assign?

Section 38 lets you assign a registered trademark with or without the goodwill of the business, for all the goods or services it covers or only some of them. A partial assignment is perfectly valid — you can sell the mark for clothing while keeping it for footwear — but the deed must draw that line precisely, because a fuzzy line becomes two owners arguing over the same shelf.

Section 39 extends the same freedom to unregistered marks. Two categories carry special rules. A certification mark cannot be assigned without the Registrar's written consent under section 43. Associated trademarks — marks so similar they were registered together to avoid confusion — can only be assigned as a whole under section 44, never split apart.

And two assignments the law blocks outright. Section 40 bars an assignment that would leave exclusive rights in the same or similar marks, for the same or associated goods or services, in more than one person's hands where use would be likely to deceive or cause confusion. Section 41 bars an assignment that carves up exclusive territorial rights in different parts of India over identical or nearly identical marks. Both have escape routes — a section 40(2) certificate or a section 41 approval from the Registrar — and in both cases the section 45 recordal application must follow within six months of the certificate or approval.

The without-goodwill trap: six months, then advertised

Most assignments move the mark with the goodwill — the brand and the customer trust that goes with it. Sometimes the deal is different: the seller keeps the business and its goodwill, and only the bare mark moves. Section 42 treats that case specially, and it is the deadline founders most often miss.

An assignment without goodwill does not take effect unless the assignee applies to the Registrar for directions to advertise it within six months of the assignment, and then advertises it in the form, manner, and period the Registrar directs. The six months can be extended by up to three months on application. The application for directions is itself made on Form TM-P under Rule 80. Miss the window and the assignment sits unrecorded and ineffective — the very outcome the recordal exists to prevent. If your deed says goodwill is not included, diary the six-month date on the day you sign, not the day someone remembers it.

The TM-P filing, step by step

For a registered mark, the person who becomes entitled to it applies to the Registrar to register their title under section 45. The application goes on Form TM-P under Rule 75, with a certified copy of the deed and a statement of case under Rule 76(1). The Registrar registers the new proprietor for the goods or services the assignment covers and enters the particulars on the Register.

Two features of the process are worth knowing before you file. First, the Registrar may call for further evidence of title only where there is reasonable doubt about a statement or document — section 45(2) — so a clean, complete deed usually moves without a query. Second, if the validity of the assignment is disputed between the parties, section 45(3) lets the Registrar defer registration until a competent court settles the rights. A contested assignment is not something the Registry will referee. Rule 76(2) says the Registrar shall ordinarily dispose of a Rule 75 application within three months. Treat that as the official target; in practice, practitioners report several months, longer where queries arise or advertisement is involved.

If the mark is still pending — an application, not yet a registration — the change is recorded through Form TM-M instead. Practitioner guides commonly cite ₹900 for that filing, but the live IP India schedule page does not carry a separately labelled pending-assignment line, so confirm the fee on the portal at the time you file rather than budgeting on a guide's word.

What TM-P costs: the fee table

Fees come from the First Schedule to the Trade Marks Rules, 2017. The live IP India schedule lists Form TM-P under Entry 4 — some older guides cite different entry numbers, so check Entry 4 if a figure looks unfamiliar.

A worked example keeps the budget honest. Say you sell two registered marks and one pending application. The government fees are 2 × ₹9,000 for the TM-P recordals, plus the TM-M filing for the pending mark at the commonly cited ₹900 — ₹18,900 in all. That is an illustration, not a quote: it excludes stamp duty, which depends on your state and the consideration, and any professional fees. For a portfolio of ten marks, the same maths is 10 × ₹9,000, which is why sellers sometimes negotiate who bears the recordal cost in the sale agreement itself.

What skipping recordal actually risks

Section 45(4) states the risk plainly: until the application to register the assignment has been filed, the assignment is ineffective against a person who later acquires a conflicting interest in the mark without knowledge of the earlier assignment. In plain terms, if the old owner — still showing on the Register — deals with the mark again, and the new party had no notice of your deal, your unrecorded assignment does not beat theirs.

The everyday consequences arrive sooner than a courtroom. Renewal notices go to the proprietor on record. An infringement suit is harder to run when the Register names someone else. And in due diligence — a funding round, a sale, a franchise programme — an unrecorded chain of title is the first thing a buyer's lawyer flags, because it is the cheapest problem to find and the most expensive to explain. Founders tend to discover it at the worst possible moment: the week a deal is supposed to close, with the brand they thought they owned still sitting in a previous entity's name.

When nobody signs a deed: transmission

Not every change of ownership comes from a sale. When a sole proprietor dies and the mark passes to a legal representative, or a merger moves marks to the surviving company under an NCLT order, that is transmission — transfer by operation of law or devolution, defined in section 2(zc) — not assignment. The recordal still goes through Form TM-P under section 45, but the proof is different: a succession document or a court or tribunal order instead of a deed. If your company is absorbing another entity, pull the trademark schedule into the merger paperwork early; marks left out of the scheme are the ones that surface, unrecorded, a year later.

Five mistakes that cost owners real money

• Leaving the mark in the founder's personal name after incorporation. The company trades under a brand it does not own. Fix it with a founder-to-company assignment and a TM-P recordal, before investors ask why.
• Signing a deed that never says whether goodwill moves. Silence invites a section 42 argument later. Write "with goodwill" or "without goodwill" in the deed itself.
• Missing the six-month advertisement window on a without-goodwill assignment, then discovering the assignment never took effect.
• Assigning only part of the goods without listing them precisely, and creating two owners who both claim the same product line.
• Forgetting the linked clean-up: renewal diary, licence agreements that reference the old owner, domain and marketplace brand registrations, and packaging that still names the assignor. The Registry entry is the anchor; the rest of the records should follow it.

FAQs

Can I assign a trademark application that is still pending? Yes. A pending application is dealt with through Form TM-M rather than TM-P, and the commonly cited government fee is ₹900 — confirm it on the IP India portal when you file, since the live schedule does not label that line separately.

Is an oral agreement enough to transfer a trademark? No. Section 2(b) defines assignment as an assignment in writing by act of the parties. Put it in a signed, stamped deed.

Can a licensee or franchisee assign their licence to someone else? Not on their own. Section 54 gives a registered user no assignable right. Any onward transfer needs the proprietor's fresh agreement.

How long does TM-P recordal take? Rule 76(2) sets an ordinary disposal target of three months from application. In practice, expect several months, and longer if the Registrar raises queries or a section 42 advertisement step is involved.

Do I need TM-P if I am only moving my own mark into my own company? Yes. Founder-to-company is still an assignment in law, and the company only appears on the Register after a TM-P recordal. The fee and the deed are the same; only the negotiation is shorter.

If you are buying a brand, check the Register before you pay: the public search shows the current proprietor, and a mismatch between the seller's story and the Register is the cheapest warning you will ever get. If you are selling, agree in the sale agreement who files TM-P and who pays the ₹9,000 per mark — and then actually file it. A brand transfer is only finished when the nameplate changes.

For the filing itself, start with a trademark registration review of the portfolio, keep the trademark renewal diary aligned with the new owner, and run the numbers on the compliance fee calculator before you sign. If the mark was recently renewed, read our Form TM-R renewal guide; if you have not yet verified the mark's status, check it on the IP India public search first.