License recordation is the procedure by which, after a trademark license contract is signed, the licensor registers the license with CNIPA for publication. Recordation is not a condition for the contract to take effect, but an unrecorded license may not be asserted against bona fide third parties — making recordation the key link in protecting transaction security within the trademark licensing regime.
Legal Basis
Article 43 of the Trademark Law provides that where a registrant licenses another person to use its registered trademark, the licensor shall submit the trademark license to CNIPA for recordation, and CNIPA shall publish it; without recordation, the license may not be asserted against a bona fide third party.
This provision carries two implications: first, the party obliged to record is the licensor, i.e., the trademark registrant; second, the legal consequence is that an unrecorded license cannot be asserted against bona fide third parties — not that the license is invalid.
The Effect of Recordation
Recordation does not affect the contract's binding force between licensor and licensee; their rights and obligations arise when the contract takes effect. The true function of recordation is its effect against third parties:
- When the trademark is assigned, a recorded and published license can bind an assignee with knowledge, keeping the licensee's position secure; without recordation, a bona fide assignee may disregard the license after acquiring the mark, and the licensee may face having to stop using it;
- In infringement litigation, the recordation entry is convenient proof of the licensee's standing to sue;
- In contexts such as pledges and customs recordation, license recordation information is a public record of encumbrances on the right.
Key Points for Filing
- Applicant: the licensor (trademark registrant) files; the licensee need not apply jointly;
- Materials: the license recordation application form and contract-related materials, plus a power of attorney if an agency is engaged;
- License term: may not exceed the trademark's validity period; if the trademark is near expiry, renew first and record afterward;
- Official fee: RMB 150 per class, with a 10% discount for online filing;
- Modification and cancellation: where a license is terminated early, its scope adjusted or its term extended, a recordation modification or cancellation should be filed accordingly to keep the register consistent with the facts.
Frequently Asked Questions
Recordation is not an approval: CNIPA does not substantively vet the contract terms, so contractual risks must still be managed by the parties at the signing stage. Recordation information is made public, so transaction structures involving confidentiality (such as OEM arrangements) should assess the disclosure impact in advance and strike a balance through contract design.
Practical Advice
For the licensee, follow up proactively on the recordation after obtaining the contract and secure the publication voucher; for the licensor, timely recordation is both a statutory duty and a way to avoid conflicts from duplicate licensing. Bringing license recordation into trademark file management and monitoring it together with renewal and changes is the compliance foundation of a brand licensing business.
How these concepts apply in specific cases varies in detail; you may consult a recorded trademark agent at MyTMBee for case-specific analysis.