Asset Monetization
Sell Your Trademark & Transfer IP Ownership
Transfer complete ownership of your registered trademark or pending mark through a legally binding Trademark Assignment Deed. File Form TM-P with the Trade Marks Registry to officially record the new proprietor with or without business goodwill.
- With or Without Goodwill Transfer
- Custom Deed of Assignment Drafting
- Form TM-P Official Registry Recordal
IP Title Transfer
How to legally sell or acquire a trademark in India
A trademark is an intangible commercial asset that can be bought, sold, assigned, or bequeathed just like physical real estate. Under the Trade Marks Act, 1999, the process of transferring ownership rights from one entity (the Assignor) to another (the Assignee) is known as Trademark Assignment.
Trademark assignment can occur with or without the goodwill of the business. When transferred 'with goodwill', the buyer acquires the right to use the brand for the existing goods/services, inheriting established market reputation. When transferred 'without goodwill', the seller may continue using the mark for other categories while transferring rights for specific classes.
To make the transfer legally valid and enforceable against third parties, a formal Deed of Assignment must be executed and Form TM-P must be filed with the Registrar of Trade Marks to update the official register.
Use Cases
When is trademark assignment required?
Mergers & Acquisitions (M&A)
Transferring IP assets from acquired companies to the parent holding entity during corporate takeovers.
Direct Brand Sale
Monetizing an established brand by selling the mark, logo, and goodwill to another enterprise.
Corporate Restructuring
Reallocating intellectual property across subsidiaries, joint ventures, or spinoff companies.
Founder to Company Transfer
Transferring a trademark registered in a founder's individual name to their newly incorporated Pvt Ltd company.
Business Demerger or Separation
Dividing brand ownership and multi-class rights among dividing business partners or family branches.
Deliverables
Comprehensive trademark assignment services
Assignment Structuring
Advising on whether to structure the transfer with goodwill or without goodwill based on tax and commercial goals.
Deed of Assignment Drafting
Drafting an airtight contract defining consideration, warranties of title, non-compete clauses, and IP indemnity.
Stamp Duty Compliance
Ensuring execution on appropriate state-specific non-judicial stamp paper to avoid admissibility challenges.
Form TM-P Preparation & E-Filing
Digital filing with the Trade Marks Registry to record the change in proprietorship.
Registrar Directions Facilitation
Where an assignment is made without goodwill, managing mandatory advertisements in newspapers as directed by the Registrar.
Updated Title Certificate
Tracking application until the Registrar updates the Register of Trade Marks and issues the title endorsement.
Workflow
Selling your trademark in 3 steps
Simple, organized, and guided at every step by our compliance desk.
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1
Step 1 — Commercial Terms & Title Verification
Verify clear title of the trademark and align on sale consideration, transfer of goodwill, and effective date.
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Step 2 — Deed of Assignment Execution
Our IP attorneys draft the Deed of Assignment. Both parties execute the document on stamp paper with notary attestation.
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Step 3 — Form TM-P Registry Recordal
Submit Form TM-P to the Trade Marks Registry. The Registrar records the buyer as the new lawful proprietor.
Documentation
Documents required for trademark assignment
- Trademark Registration Certificate or Application Number
- Executed Deed of Assignment signed by both Assignor and Assignee
- KYC and PAN cards of both parties / authorized signatories
- Board Resolutions from both companies authorizing the sale and purchase
- Affidavit of No Pending Litigation / Clean Title statement by the Assignor
- Form TM-48 (Power of Attorney authorizing the filing advocate)
Assignment Types
Assignment with goodwill vs. without goodwill
Complete Assignment with Goodwill
The buyer acquires absolute rights to the brand and its full commercial reputation. The seller completely exits that brand market.
Assignment without Goodwill (Gross Assignment)
The seller transfers the mark for specific goods/services while continuing to use it for unrelated products. Requires public advertisement.
Partial Assignment
The mark is assigned only for specific classes or territories while the assignor retains ownership for the remaining classes.
Why VIDURA
Secure IP transactions backed by experienced counsel
Ironclad Title Warranties
We insert comprehensive representations indemnifying the buyer against past third-party infringements or disputes.
Statutory Advertisement Management
For assignments without goodwill, we handle mandatory Registrar directions and public notices seamlessly.
Direct Registry Liaison
Experienced tracking ensures Form TM-P is processed without procedural objections or delays.
FAQ
Frequently Asked Questions About Selling a Trademark
Can I sell a pending trademark application that is not yet registered?
Yes. Under Section 38 of the Trade Marks Act, pending trademark applications can be legally assigned to a new applicant using the same assignment deed and Form TM-P recordal.
What is the difference between assignment with goodwill and without goodwill?
Assignment with goodwill means the buyer inherits the customer reputation, brand value, and prior use history of the brand. Assignment without goodwill transfers only the right to use the mark, while the seller may continue running their existing business under other identifiers.
Is registration of the assignment with the government mandatory?
Yes. Under Section 45 of the Trade Marks Act, the assignee must apply to the Registrar in Form TM-P to register their title. Until registered, the assignment cannot be admitted as evidence of title in any court.
How long does the Trademark Registry take to update ownership?
After submitting Form TM-P with the executed deed and stamp duty, the Registry typically processes the change of proprietorship within 3 to 6 months.
Monetize Your Assets
Ready to transfer or sell your trademark securely?
Connect with VIDURA's IP transaction desk. We draft your assignment deed and complete Form TM-P filing with the Trade Marks Registry.