Not registered yet? Start with trademark registration.
Licence, assignment or franchise?
A licence moves the right to use. An assignment moves ownership. A franchise is a licence wrapped in an operating system. Only the first two have a Registry filing.
| Licence | Assignment | Franchise | |
|---|---|---|---|
| What the other party gets | The right to use the mark on agreed terms | Ownership of the mark | A licence, plus the system, training, territory and supply arrangements |
| Who is the proprietor afterwards | You | The buyer | You |
| Registry filing | Form TM-U for a registered user entry, optional | Form TM-P, to register the subsequent proprietor | Form TM-U for the mark component, optional |
| Government fee | ₹4,500 per mark per registered user on e-filing | ₹9,000 per mark on e-filing | ₹4,500 per mark per registered user on e-filing |
| Income | Royalty, ongoing | Consideration, one time | Franchise fee plus royalty |
| Main legal risk | Bare licensing: no real quality control, so the mark stops indicating one source | Failing to record the transfer, so the deed proves nothing | The same licensing risk, multiplied by the number of outlets |
| Where to read more | This page | Trademark assignment | This page, for the mark component |
If ownership is meant to move, you want an assignment, not a licence. If you are keeping the brand and taking royalty, you are on the right page.
| Term | What it means |
|---|---|
| Registered user | A person other than the proprietor entered on the register as entitled to use the mark, under sections 48 and 49. A registered user is one of the two kinds of permitted user recognised by section 2(1)(r). |
| Permitted use | Use by a licensee with the proprietor's consent under a written agreement, recognised by section 2(1)(r) even without registration as a registered user. But under section 53 a permitted user who is not a registered user cannot bring infringement proceedings of his own. |
| Bare licence | A licence with no quality control. It is what leads to the argument that the mark no longer indicates a single trade source, and it also makes the section 49 affidavit on the degree of control difficult to swear to accurately. |
| Form TM-U | The joint application by the proprietor and the proposed registered user, under section 49. ₹4,500 per mark per registered user on e-filing, ₹5,000 on physical filing. |
Do you have to register the licence?
No. But two sections of the Act make the recorded entry worth having.
Section 2(1)(r) recognises two kinds of permitted use. One is use by a registered user entered on the register under section 49. The other is use by a person who is not the proprietor and not a registered user, with the proprietor's consent by way of a written agreement, in relation to connected goods or services and in compliance with the agreed conditions. So an unregistered written licence is a real thing, not a legal grey area.
What the unregistered route costs you:
| Registered user | Unregistered permitted user | |
|---|---|---|
| Recognised as permitted use | Yes, section 2(1)(r)(i) | Yes, section 2(1)(r)(ii), if there is a written agreement and consent |
| Counts as use by the proprietor against a non-use attack | Yes, section 48(2), and the register proves it | The use itself can count, but you have to prove the licence and the consent from your own records |
| Can the user bring infringement proceedings of its own | Not automatically, but its position is on the register | No. Section 53 denies an independent infringement action to a person using the mark otherwise than as a registered user |
| Visible to third parties in due diligence | Yes | No |
| Government fee | ₹4,500 per mark per user on e-filing | Nil |
Section 48(2) is the one to weigh. Permitted use is deemed to be use by the proprietor for the purposes of removal for non-use under section 47. If you have stopped using a mark yourself but your licensee has not, that licensed use defends the registration against rectification for non-use. A registered user entry turns that defence from an evidence exercise into a register entry.
The licensing steps
- Structure the deal. Territory, exclusivity, goods and services, term, royalty and what happens on termination.
- Draft the agreement, with a quality control clause the proprietor can actually exercise, not a nominal one. Bare licensing is what creates the dilution argument, and the proprietor has to swear to the degree of control in the section 49 affidavit.
- Prepare the proprietor's section 49 affidavit, which has to match the agreement rather than describe an ideal.
- File Form TM-U jointly, where you want the entry recorded.
We check the registration status of the mark and read the agreement against the section 49 affidavit before the TM-U is filed.
What the Registry needs for a TM-U
A registered user entry is a joint application. Both sides sign, and the proprietor swears to the control it actually exercises.
| Form or document | What it is | Provision |
|---|---|---|
| TM-U | Joint application by the proprietor and the proposed registered user | s.49(1) |
| The licence agreement | In writing, or a duly authenticated copy of it | s.49(1) |
| Proprietor's affidavit | Stating the relationship between the parties, the degree of control over the permitted use, whether the user is sole or one of several, the goods or services covered, any conditions or restrictions, and the period of the permitted use | s.49(1) |
| Registration certificate | Identifies the mark and the classes | Practice |
| Board resolutions or authorisations | Where companies are parties | Company law |
| TM-48 | Power of attorney authorising the agent | Trade Marks Rules, 2017 |
Licensing fees
Our professional fee is on quote, because drafting depends on how complex the licence is. The government fee for a registered user entry is fixed.
Government fee (First Schedule, Trade Marks Rules, 2017)
| What you are filing | E-filing | Physical filing |
|---|---|---|
| Form TM-U, application to register a registered user | ₹4,500 per mark, per registered user | ₹5,000 |
| Form TM-M, any other request | ₹900 per request | ₹1,000 |
| An unregistered written licence | No government fee | No government fee |
Professional fee
| Service | Regikart fee |
|---|---|
| Licence agreement drafting | Fee on quote |
| Proprietor's section 49 affidavit and TM-U filing | Fee on quote |
| Variation or cancellation of a registered user entry under section 50 | 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.
The fee is per mark per registered user. A franchisor with one mark and twelve franchisees who wants all of them on the register is looking at twelve entries. One common approach is to register the master licensee and leave the rest as unregistered permitted users. Either way it is a decision to take deliberately rather than by default.
Not covered here: stamp duty on the licence agreement, which is a state matter and depends on where it is executed, and the GST and withholding treatment of royalty, which we advise on separately.
Ending or changing a registered user entry
Section 50 provides the exit, and it is not only the proprietor who can use it.
- The proprietor can apply to vary the entry as regards the goods or services for which the registered user is entered.
- The proprietor or the registered user can apply to cancel it.
- Any person can apply to cancel it on grounds that include use of the mark otherwise than in accordance with the agreement, material misrepresentation or failure to disclose a material fact in obtaining the registration, a change in the circumstances since the date of registration, and the proprietor's abandonment or withdrawal of consent.
Two practical consequences. First, a licence that has been terminated commercially but left on the register keeps a former licensee visible as an authorised user to anybody checking. Deal with the cancellation when the licence ends, not later. Second, "use otherwise than in accordance with the agreement" is a ground a third party can run, so a licence that is not actually being followed is a live exposure rather than a paperwork problem.
Where a licensee keeps using the mark after termination, that is no longer a licensing question. See trademark infringement for the notice and the remedies.
Not sure whether you need a licence, an assignment or a franchise agreement? Send us the commercial terms and we will tell you.