How to Sell or Buy a Trademark: The Procedure for Transferring Rights

Why would a business buy or sell an intangible asset like a trademark? The motivation can vary. For the seller, it is an opportunity to profitably monetize a brand that is no longer in use or to generate funds when closing a business line. For the buyer, it is a unique chance to quickly enter the market with an already well-known name, avoiding the long registration procedure from scratch, or simply to acquire a successful name for a future project.

However, transferring brand rights is not just a verbal agreement. It is an official legal procedure consisting of three key stages: thorough preparation, concluding a proper contract, and mandatory state registration. In this article, we will break down the entire process step-by-step to ensure your transaction is safe and legally flawless.

Section 1. Step 1. Preparation for the Transaction

Buying a trademark is very similar to buying a used car. You wouldn’t hand over money just by looking at a photo, would you? You would want to check its history, ensure it isn’t stolen, not under a lien, and that the seller is the true owner. It is the same with a brand. Before signing the contract, the buyer is obligated to conduct thorough due diligence, and the seller must adequately value their asset. This preparatory stage is the most important for avoiding future problems.

1.1. Trademark Verification Before Purchase

For the buyer, this is step #1, which cannot be ignored. You are not just buying a nice name, but a legal asset, and you need to be sure of its “purity.” An unverified TM can turn out to be a “pig in a poke”—an asset with debts, lawsuits, or limited rights.

Here is a checklist of what you must verify:

• Validity of the certificate: ensure the trademark certificate is valid. A state fee must be paid every 10 years to maintain the certificate. If the owner missed the payment deadline, the rights to the TM may have been terminated. You can check the status in the official online database of the IP Office (UANIPIO).
• True owner: verify whether the person (individual or legal entity) negotiating with you is indeed the official owner listed in the registry. This will protect you from fraud.
• Scope of rights: this is critical! Look at exactly which goods and services (by Nice Classification classes) this TM is registered for. Does this list match your business plans? If you are buying a brand to open a restaurant (class 43), but it is only registered for clothing (class 25), such an asset will be useless to you.
• Presence of encumbrances and disputes: this is the most complex stage, requiring the involvement of a lawyer. You need to check if the trademark is the subject of a lawsuit, if it is pledged to a bank, and if the owner has issued licenses to third parties. An existing license can significantly limit your ability to use the brand after purchase.

Thorough verification is your insurance against buying a problematic asset.

1.2. Brand Valuation

How do you understand how much a brand is worth? The price of a trademark is not just the cost of its registration. It is the value of the reputation, recognition, and customer trust “attached” to that name. An adequate valuation is key to a successful deal for both the seller (to avoid underpricing) and the buyer (to avoid overpaying).

Many factors influence the value:

• Recognition and reputation: how well-known is the brand in the market? What associations does it evoke in consumers?
• Age and history: a trademark that has been successfully operating in the market for 10 years is usually worth more than a newly created one.
• Market position and financial performance: what market share does the brand hold? What income does it generate?
• Territory of operation: is the TM registered only in Ukraine, or does it have international registration?
• Related assets: is the domain name, promoted social media profiles, or a loyal customer base being sold along with the TM?

This is a complex process, and professional brand valuation is a topic for a separate in-depth discussion. Often, independent appraisers using special methodologies are involved to determine an objective price. We discuss more about how to determine the price of a TM in our article: “How to value your trademark or patent for investment or sale?”.

Section 2. Step 2. Concluding the Assignment Agreement

Once all checks are completed and the price is finally agreed upon, it is time to legally formalize your arrangements. The basis of any brand purchase agreement is a written contract. A verbal agreement, messenger correspondence, or even a receipt for money received have no legal force here for re-registering rights. The contract is the only document that will serve as the basis for subsequent state registration of the transfer of ownership and will reliably protect the interests of both the seller and the buyer.

2.1. Key Terms of the Purchase Agreement

Trademark Purchase Agreement (legally correct name — Agreement on the Transfer (Assignment) of Exclusive Intellectual Property Rights to a Trademark) is not a template document that can be downloaded from the internet. It is a detailed agreement that must clearly and unambiguously fix all essential aspects of your deal, leaving no room for double interpretation.

Here are the essential terms and important points that must be in your contract:

• Preamble and parties: clear identification of the Seller (Assignor) and the Buyer (Assignee) with all details (full name, passport data, tax ID for individuals; full name, registration code, legal address, signatory data for legal entities).
• Subject of the agreement: this is one of the most important sections. Here you need to identify the trademark whose rights are being transferred as accurately as possible. It is not enough to just write “TM ‘Romashka'”. You must specify:
  • verbal and/or graphic representation of the TM (often added as an annex to the contract).
  • number of the Ukrainian certificate for goods and services.
  • date of registration and expiration date of the certificate.
  • full list of goods and services (indicating the classes of the International Classification of Goods and Services – Nice Classification) for which the TM is registered. This is critical for the buyer to understand the scope of future protection.
• Scope of rights transferred: the contract must clearly state that the Seller transfers (assigns) to the Buyer all exclusive property rights to the trademark in full, without any exceptions or limitations. The wording must be as unambiguous as possible.
• Price and payment terms:
  • exact amount of remuneration for the transfer of rights. Indicated in figures and words.
  • payment currency and, if necessary, conversion procedure.
  • Detailed description of payment terms and methods. For example, “100% payment by bank transfer to the Seller’s bank account within 5 (five) banking days from the moment of signing this Agreement” or “50% advance payment, 50% — within 3 (three) banking days after the Buyer receives official notification from the IP Office about the registration of the transfer of rights”.
• Warranties and representations of the Seller: this is an “insurance policy” for the Buyer. The Seller must guarantee in writing that at the time of signing the contract:
  • they are the sole and full owner of the TM.
  • rights to the TM have not been transferred to anyone else, are not under pledge, arrest, or any other encumbrances.
  • the certificate is valid, and all necessary fees for maintaining its validity have been paid.
  • they are unaware of any lawsuits or third-party claims regarding this TM.
  • the use of the TM by the Buyer in accordance with the terms of the contract will not violate the rights of third parties.
• Liability of the parties: in this clause, it is worth prescribing penalties for breach of contract terms, for example, for late payment by the Buyer or for providing false warranties by the Seller.

2.2. Who and how signs the contract

The correctness of drafting and signing the contract is just as important as its content. Errors at this stage can become grounds for refusal of state registration of the transaction or even for declaring it invalid in the future.

• If the parties are individuals: the contract is signed personally by the seller and the buyer. The contract must indicate their full passport data and tax ID. Before signing, it is worth checking the validity of the passports.
• If the parties are legal entities or sole proprietors:
  • the contract is signed by an authorized person. Usually, this is the director acting on the basis of the charter. It is important to check the relevance of their authority through the Unified State Register.
  • if the contract is signed not by the director, but by another representative, they must act on the basis of a notarized power of attorney, a copy of which must be attached to the document package.
  • the signature of the authorized person is sealed (if available).
• Form of the contract: the law requires that the contract for the transfer of rights to a TM be concluded in written form.
• Notarization: this requirement is not mandatory by law. However, the parties may, by mutual agreement, notarize the contract. This adds more legal weight to the transaction; the notary checks the authority of the parties and their legal capacity, which can be useful for additional security, especially for large transaction amounts.
• Number of copies: the contract is usually drawn up in at least three authentic copies that have equal legal force: one for the Seller, one for the Buyer, and one for submission to the IP Office for registration.

Signing the contract is only the second stage. By itself, it does not make the buyer the new owner in the eyes of the state and third parties. For this, you need to go through the final, registration step.

Section 3. Step 3. State Registration of the Transfer of Rights

You have signed the perfect contract and transferred the money. It would seem the job is done. But no. From the point of view of the state and the entire market, the owner of the trademark is still the seller. For the transaction to take full legal effect and for you to become the new official owner of the brand, the fact of the transfer of rights must be necessarily registered with the state patent office — the IP Office (UANIPIO). Without this step, your contract is valid only between you and the seller, but not for third parties.

3.1. Submission of Documents to the IP Office

After signing the contract, the parties (or more often — the buyer, as the most interested party) must submit a package of documents for registration of changes to the Ukrainian National Office of Intellectual Property and Innovations (UANIPIO).

The standard package of documents for re-registering a TM to another person includes:

1. Application for state registration of the transfer of ownership of a trademark. This is a special form of the established format, which is filled out in Ukrainian.
2. Original or notarized copy of the contract. The very contract you concluded in the previous stage. The office keeps one copy of the contract.
3. Power of attorney (if documents are submitted by a representative). If a patent attorney or lawyer acts on behalf of the buyer or seller, a power of attorney must be issued in their name.
4. Document on payment of the state fee. A receipt or payment order confirming payment of the official fee for making changes to the register must be attached to the document package.

After receiving the documents, the UANIPIO expert checks them for compliance with formal requirements. They do not analyze your contract in substance (e.g., the transaction price), but only check whether all necessary details are present, whether the certificate number is correctly indicated, whether authorized persons signed the documents, etc. If everything is in order, the office makes a decision to register the transfer of rights.

3.2. Cost and Timeframe for Re-registration

When planning a transaction, it is important to consider additional costs and the time required for official re-registration in advance.
Transfer of rights to a trademark cost consists of two main parts:

1. State fee: This is a mandatory payment. Its amount is set by the state and may change from time to time. The current amount should always be checked on the official UANIPIO website at the time of document submission.
2. Services of a lawyer or patent attorney: This is the fee for drafting the contract, forming the document package, and handling correspondence with the patent office. If you want to be sure that everything will be done correctly and the first time, involving a specialist, for example, from the BrandR team, is absolutely justified.

The procedure for reviewing the application and making changes to the register at UANIPIO is not instantaneous. Usually, it takes from 2 to 4 months from the moment of submitting the full package of documents.

After completing the procedure, UANIPIO enters a record of the new owner into the State Register of Certificates of Ukraine for Goods and Services and publishes information about this in the official bulletin “Industrial Property”. From this moment on, you officially and indisputably become the new owner of the brand and can fully dispose of it.

Conclusions

So, buying and selling a trademark is not just transferring money in exchange for a logo. It is a full-fledged legal procedure, the success of which depends on diligence at each of the three stages: preparation, contract conclusion, and state registration. To help you navigate, here is a short checklist.

• Checklist for a buyer who wants to safely buy a ready-made TM:
  1. Conduct a full TM check: validity, owner, scope of rights, absence of encumbrances.
  2. Insist on concluding a detailed contract with warranties from the seller.
  3. Monitor the submission of documents to UANIPIO and the registration of the transfer of rights in your name.
• Checklist for a seller who wants to profitably sell a brand:
  1. Conduct an adequate valuation of your brand.
  2. Prepare all title documents for the TM.
  3. Clearly fix the price and payment terms in the contract.

A brand purchase agreement is a high-stakes operation where mistakes can be very costly. An incorrectly drafted contract or an unverified asset can lead to lawsuits and financial losses. To guarantee the security of the transaction for both parties, the best solution is to involve a specialized professional.