Unregistered Marks — Goodwill Mandatory
Under Section 39, an unregistered trademark can only be assigned with the goodwill of the business. Assignment without goodwill is prohibited.
TRADEMARK TRANSFER
Trademark Transfer Registration
Transfer trademark ownership in 45–90 days under Sections 37–44 of the Trade Marks Act, 1999. Assignment deed drafting, Form TM-23 / TM-24 filing, NOC and Registrar follow-up . Government fee at actuals. Complete, partial and with/without goodwill transfers.
45–90Working Days
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SAMPLE
Trademark Registration Certificate
Trade Marks Registry (IP India) — sample certificate of registration
Illustrative sample. Your official certificate is issued after approval.
01
Sections 37–44
Trade Marks Act, 1999 governs assignment and transmission of trademark rights
02
Form TM-23 / TM-24
TM-23 for registered marks · TM-24 for pending applications · Record on IP India portal
03
Record Within 6 Months
Unrecorded assignment is not admissible as evidence of title (Section 45)
04
With or Without Goodwill
Registered marks can be assigned either way; unregistered marks only with goodwill
OVERVIEW
What is Trademark Transfer and Assignment?
Trademark transfer (legally called trademark assignment) is the process of permanently transferring ownership of a registered or unregistered trademark from one person or entity (assignor) to another (assignee). Under Section 37 of the Trade Marks Act, 1999, a registered trademark is assignable and transmissible with or without the goodwill of the business concerned. The assignee becomes the new registered proprietor with full rights to use, licence and enforce the mark across India.
Assignments occur in mergers and acquisitions, corporate restructuring, sale of brand rights, IP portfolio management, succession planning and insolvency. The assignment must be recorded with the Registrar by filing Form TM-23 or TM-24 on the IP India portal to be legally effective. Under Section 45, an unrecorded assignment is not admissible as evidence of title in any court or before the Registrar.
Governing Law
Trade Marks Act, 1999 (Ss. 37–44)
Key Forms
TM-23 · TM-24 · TM-P
Govt Fee (e-filing)
₹5,400 per mark per class
Processing Time
45–90 Working Days
TYPES OF ASSIGNMENT
Forms of Trademark Assignment in India
| Assignment Type | Description | Goodwill |
|---|---|---|
| Complete Assignment | All rights, title and interest for all goods/services and territories. Assignor retains no rights. | Optional (registered TM) |
| Partial (Goods/Services) | Rights transfer for specific goods or services within the registered class only. | Optional (registered TM) |
| Partial (Territory) | Rights transfer for a limited geographical territory. Assignor retains remaining territories. | Optional (registered TM) |
| With Goodwill | Trademark transfers with business reputation, customer base and brand value. | Yes (included) |
| Without Goodwill | Trademark transfers independently of the underlying business. Restricted to registered marks. | No (excluded) |
| Unregistered TM | Transfer of an unregistered trademark. Goodwill transfer is mandatory. | Yes (mandatory) |
| Transmission | By operation of law — inheritance, succession, merger, amalgamation or court order. | Not applicable |
COMPARISON
Assignment vs Licensing
| Aspect | Assignment | Licensing |
|---|---|---|
| Ownership | Permanently transferred to assignee | Remains with the proprietor (licensor) |
| Nature | Sale / transfer of title | Permission to use under agreed terms |
| Duration | Permanent (unless reassigned) | Fixed term or as per licence agreement |
| Form / Recording | TM-23 / TM-24; must be recorded with Registrar | Licence agreement; may be recorded (TM-P / related) |
| Control | Assignee has full control and enforcement rights | Licensor retains control; licensee has limited rights |
PROCESS
Step-by-Step Trademark Assignment Process
1. Agree Terms & Draft Assignment Deed
Define complete vs partial, with/without goodwill, consideration, effective date and class coverage. Draft the assignment deed on appropriate non-judicial stamp paper (state-specific stamp duty).
2. Execute Deed & Obtain NOC
Assignor and assignee execute the deed. Notarisation is recommended. Obtain NOC from the assignor confirming consent to the transfer and recording.
3. Gather Supporting Documents
Trademark registration certificate (or application receipt), identity/address proof of both parties, board resolution (companies), Power of Attorney (Form TM-48) if filing through an agent.
4. File Form TM-23 or TM-24
File online on ipindiaonline.gov.in. TM-23 for registered marks; TM-24 for pending applications. Pay government fee ₹5,400 per mark per class (e-filing). File within 6 months of the assignment date.
5. Registrar Examination & Follow-up
Registrar examines the application. Respond to any queries or directions (Form TM-P may be used in complex cases). Coordinate any Journal advertisement if directed.
6. Recording & Updated Certificate
Once accepted, the assignment is recorded in the Register. Obtain the updated registration certificate showing the assignee as the new proprietor. Processing typically 45–90 working days.
DOCUMENTS REQUIRED
What you need for Trademark Transfer
1. Assignment Deed
Executed on non-judicial stamp paper of appropriate value. Must specify the mark, registration number, goods/services, consideration and whether goodwill is included.
2. Form TM-23 / TM-24
TM-23 for registered trademarks; TM-24 for pending applications. Filed on the IP India portal to record the assignment.
3. NOC from Assignor
No Objection Certificate confirming the assignor’s consent to the transfer and to recording of the assignment with the Registrar.
4. Trademark Certificate / Application
Copy of the registration certificate or pending application acknowledgement / receipt.
5. Identity & Entity Proof
PAN/Aadhaar of assignor and assignee; Certificate of Incorporation, board resolution (companies); partnership deed or LLP agreement as applicable.
6. Power of Attorney (if via agent)
Form TM-48 authorising the trademark agent/attorney to file and prosecute the recording application.
RESTRICTIONS
Important Legal Restrictions
Recording is Essential
Under Section 45, an unrecorded assignment is not admissible as evidence of title. Record within 6 months of the assignment date.
Partial Assignment Limits
Partial assignment must not create exclusive rights that would result in multiple exclusive proprietors for the same goods/services in a way that confuses the public.
Transmission by Operation of Law
Inheritance, merger or court order may not require a conventional assignment deed, but recording with the Registrar (with supporting legal documents) is still required.
WHY CHOOSE US
Why Corporate Mart for Trademark Transfer?
Deed Drafting Done Right
Assignment deed drafted to correctly reflect complete/partial transfer, with/without goodwill, consideration and effective date — reducing Registrar queries.
Correct Form Selection
TM-23 for registered marks, TM-24 for pending applications, TM-P when directions are needed — filed on the IP India portal with full supporting documents.
6-Month Recording Compliance
We ensure filing within the 6-month window so the assignment is admissible as evidence of title under Section 45.
Follow-up to Updated Certificate
Registrar follow-up, Journal coordination if directed, and procurement of the updated certificate showing the assignee as the new proprietor.
Deed → NOC → Documents → TM-23/TM-24 Filing → Examination → Recording → Updated Certificate
FAQ
Frequently Asked Questions
Form TM-23 is used to record assignment of a registered trademark. Form TM-24 is used to record assignment of a pending trademark application. Both attract the same government fee structure for e-filing.
₹5,400 per mark per class for e-filing on the IP India portal. Physical filing is ₹6,000 per mark per class. Stamp duty and notarisation of the deed are additional and state-dependent.
Typically 45 to 90 working days from filing of Form TM-23/TM-24 to recording and issuance of the updated certificate, assuming no complex objections or directions from the Registrar.
Yes, for registered trademarks (Section 38). Unregistered trademarks can only be assigned with the goodwill of the business (Section 39). Assignment of an unregistered mark without goodwill is not permitted.
Under Section 45, an unrecorded assignment is not admissible as evidence of title in any court or before the Registrar. Timely recording protects the assignee’s ability to enforce and prove ownership.
Transmission is transfer by operation of law — e.g. inheritance, succession, merger, amalgamation or court order. A conventional assignment deed may not be required, but the transfer must still be recorded with the Registrar with supporting legal documents.
No. Assignment permanently transfers ownership. Licensing only grants permission to use the mark under agreed terms while the proprietor retains ownership. Different forms and commercial consequences apply.
Assignment deed, Form TM-23/TM-24, NOC, registration certificate (or application receipt), board resolution authorising the transfer, identity proof of the authorised signatory, and Form TM-48 if filing through an agent.
