Not registered yet? Start with trademark registration.
What a trademark assignment is
Assignment is a transfer of ownership by act of the parties under section 37. Transmission is a transfer by operation of law, on death, merger, amalgamation or devolution. Licensing transfers only a right to use, and ownership stays put.
Section 45(1) provides that where a person becomes entitled to a registered trademark by assignment or transmission, he shall apply in the prescribed manner to the Registrar to register his title. Rule 75 prescribes Form TM-P. Neither section 45 nor Rule 75 sets a deadline for that application, but delay is expensive for the reasons below, and section 42 does impose a six-month period where the assignment is made without the goodwill of the business.
| Term | What it means |
|---|---|
| Section 42 | Where a mark is assigned otherwise than in connection with the goodwill of the business, the assignment shall not take effect unless the assignee applies to the Registrar for directions on advertisement not later than six months from the date of the assignment, or within a further period not exceeding three months in the aggregate as the Registrar may allow, and advertises it in the form, manner and period the Registrar directs. |
| Section 45(2) | Until the title is registered, the assignment document is not admitted in evidence as proof of title before the Registrar or any court, except where the Registrar or the court otherwise directs. |
| Form TM-P and Rule 76 | Rule 75 prescribes Form TM-P for a registered trademark, at ₹9,000 per mark on e-filing. Rule 76 requires the request to be filed with a duly certified copy of the original document, instrument or deed transferring the title, plus a statement of case in support. Where the mark is still a pending application, we confirm the correct entry in the First Schedule before filing, because the Schedule carries several different amounts under both TM-P and TM-M. |
| Gross assignment | An assignment without goodwill: the mark transfers but the assignor keeps the business, or keeps the mark for other goods. |
Assignment, transmission or licence?
Three different transactions, three different filings. Getting the label wrong changes the form, the fee and, in a gross assignment, whether the transfer takes effect at all.
| Assignment | Transmission | Licence | |
|---|---|---|---|
| What moves | Ownership of the mark | Ownership of the mark | Only the right to use it |
| How it happens | By act of the parties, under section 37 | By operation of law: death, merger, amalgamation, devolution | By agreement, with the proprietor's consent |
| Registry filing | Form TM-P under Rule 75 | Form TM-P under Rule 75 | Form TM-U for a registered user entry, which is optional |
| Government fee | ₹9,000 per mark on e-filing | ₹9,000 per mark on e-filing | ₹4,500 per mark per registered user on e-filing |
| Extra step | Section 42 advertisement if made without goodwill | None specific to the transfer itself | Proprietor's affidavit on the degree of control |
| Who ends up on the register | The assignee | The successor | The proprietor stays; the licensee may be entered as a registered user |
If what you want is royalty income while keeping ownership, you are looking for trademark licensing, not an assignment. If the mark is moving as part of a merger or a group restructuring, it is a transmission, and the Registry filing is the same TM-P.
The two routes
Assignment with goodwill. The mark moves together with the business and its reputation. The assignee takes it for all the goods or services it covers, there is no section 42 advertisement requirement, and the assignee steps into the assignor's position. This is the ordinary route for a business sale.
Assignment without goodwill. A gross assignment. Section 42 imposes an advertisement requirement that is easy to miss and fatal if missed: apply for directions on advertisement within 6 months of the assignment, advertise in the form, manner and period the Registrar directs, and until that is done the assignment does not take effect.
Where the real deadlines are
Section 45 does not give you a deadline to record an assignment. Two other provisions do give you deadlines, and both are easy to miss.
| Situation | Deadline | Provision | What happens if you miss it |
|---|---|---|---|
| Recording an assignment or transmission of a registered mark | None prescribed | s.45(1), Rule 75 | Nothing automatic, but every consequence below runs against the buyer until it is done |
| Assignment made otherwise than in connection with the goodwill of the business | Apply to the Registrar for directions on advertisement not later than 6 months from the date of the assignment, or a further period not exceeding 3 months in the aggregate that the Registrar may allow | s.42 | The assignment shall not take effect |
| A mark applied for on the basis of proposed use by a company about to be formed, where that company is to be registered as the subsequent proprietor | 6 months from the date of advertisement in the Journal of the registration of the mark | Rule 85, on an application under Rule 75 | The company does not get on to the register through this route |
The third row matters more than its obscurity suggests. Founders regularly file a trademark in a personal name before the company exists, intending to move it in later. That is a recognised route, and it has a fixed six-month window from the advertisement of the registration. If you filed the brand in your own name and the company is now incorporated, deal with the recordal now rather than at the next funding round. See company registration if the entity does not exist yet.
The recordal steps
- Review the deed. Whether the assignment is with or without goodwill decides whether section 42 applies, and that determines the whole filing route.
- Section 42 directions, where applicable. For a gross assignment we apply to the Registrar for directions with respect to advertisement, and advertise in the form, manner and period directed.
- File Form TM-P. No statutory deadline, but delay is costly for the reasons set out below.
- Register updated. The assignee is recorded as proprietor. Renewal, enforcement and evidentiary standing all follow from this entry, not from the deed.
We check the stamping of the deed, the proprietor on record and the renewal position of the mark before the recordal is filed.
What the Registry needs
Rule 76 is the checklist. A TM-P request that arrives without the certified copy and the statement of case is not complete.
| Form or document | What it is | Rule or section |
|---|---|---|
| TM-P | Application to register the title of a person entitled by assignment or transmission | Rule 75 |
| Duly certified copy of the deed or instrument | The original document, instrument or deed purporting to transfer title in the mark | Rule 76 |
| Statement of case | A statement in support of the request, setting out how the applicant became entitled | Rule 76 |
| Further proof, if called for | The Registrar may require proof or additional proof of title | Rule 77 |
| A properly stamped instrument | An instrument chargeable with duty under the Indian Stamp Act has to be duly stamped | Rule 78 |
| Section 42 advertisement material | The Registrar's directions and proof of the advertisement, for a gross assignment | s.42 |
| Board resolution or authorisation | Where a company is assignor or assignee | Company law, not the TM Rules |
| TM-48 | Power of attorney authorising the agent | Trade Marks Rules, 2017 |
On stamping. Stamp duty on an assignment deed is a state matter and the rate depends on where the deed is executed and on how the consideration is structured. We do not publish rates, because they differ by state and change. What matters here is Rule 78: an improperly stamped instrument is a filing risk, so get the stamping right before the deed is signed, not after the Registry raises it.
Assignment fees
Our professional fee is on quote. The government fee for a TM-P recordal is fixed per mark, and stamp duty on the deed is separate and state-specific.
Government fee (First Schedule, Trade Marks Rules, 2017)
| What you are filing | E-filing | Physical filing |
|---|---|---|
| Form TM-P, application to register a subsequent proprietor | ₹9,000 per mark | ₹10,000 |
| Form TM-M, any other request | ₹900 per request | ₹1,000 |
| Section 42 advertisement | The Registrar's direction governs the form, manner and period. Publication costs are payable to the publisher, not to the Registry | Same |
Professional fee
| Service | Regikart fee |
|---|---|
| Assignment deed drafting | Fee on quote |
| Form TM-P recordal, with the Rule 76 certified copy and statement of case | Fee on quote |
| Section 42 directions and advertisement, for an assignment without goodwill | Fee on quote |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
Not included, and not quoted here: stamp duty on the deed, which is state-specific; advertisement or publication charges under a section 42 direction; and the cost of any renewal that falls due while the recordal is pending.
The fee is per mark, so a portfolio deal is priced per mark. If a business sale moves eleven registrations, that is eleven TM-P entries. Work out the portfolio list before agreeing the deal value, because the recordal cost is a real line item.
Why an unrecorded assignment is expensive
The deed binds the buyer and the seller. It does nothing at the Registry, and four consequences follow.
- The deed is not proof of title. Section 45(2) keeps an unregistered document out of evidence as proof of title before the Registrar or any court, except where the Registrar or the court otherwise directs. In a dispute, the buyer's ownership is not provable from the deed alone.
- No standing to sue. Section 29 gives the infringement action to the registered proprietor. The register still shows the seller, so the buyer cannot bring it. See trademark infringement.
- The buyer cannot renew. Only the registered proprietor can renew, and the Form RG-3 expiry notice goes to the seller's address of service. A mark bought in year nine of its term and not recorded can lapse while both parties assume the other is dealing with it.
- Due diligence fails later. In any subsequent sale, investment or lending exercise, the register contradicts the buyer's own books. Cleaning up a chain of unrecorded assignments years afterwards means reconstructing deeds, resolutions and stamping for every link.
Where the seller and buyer are group companies, none of this feels urgent, and that is exactly where the chain breaks. Record it at the time.
Documents you will need
- The assignment deed, executed and stamped
- Registration certificate, or the application number for a pending mark
- Details of assignor and assignee, with proof of identity and address
- Board resolution or authorisation, where a company is a party
- Power of attorney in Form TM-48
- NOC from the assignor, where required
- Section 42 advertisement evidence, for an assignment without goodwill
Not sure whether your deal is an assignment with or without goodwill? Send us the deed and we will tell you which route applies.