A trademark assignment is the wholesale transfer of the exclusive right in a registered trademark: the parties must sign an agreement and jointly apply to CNIPA, and the assignee acquires the exclusive right only upon approval and publication. Transaction risk concentrates in information asymmetry. This guide follows the deal sequence and breaks down the practical points of five stages: due diligence, pricing, signing, application and closing.
1. Pre-transaction Due Diligence
Buying a trademark is essentially buying a clean exclusive right. Due diligence must answer three questions: does the right genuinely exist, is the right complete, and can the right be transferred smoothly.
Verify the trademark's status: check the registration number, class, approved goods, validity period and registrant name through CNIPA's online search system. For marks nearing expiry, ask about the renewal arrangement — ideally agreeing that the seller completes renewal first.
Check for encumbrances: whether there is any license recordation (a licensed trademark remains subject to the license after purchase), pledge registration (assignment requires the pledgee's consent) or judicial freeze (no assignment during the freeze).
Check pending proceedings: non-use cancellation, invalidation, opposition and the like do not prohibit assignment, but their outcomes determine whether the right survives. For a mark in non-use cancellation proceedings, require the seller to disclose its defense situation.
Check the inventory of similar trademarks: the most easily overlooked item. Identical or similar marks of the seller on the same or similar goods must be assigned simultaneously. The buyer should obtain a list of all relevant trademarks under the seller's name and bring them all into the transaction scope, preventing the seller from retaining similar marks that later compete.
Check the seller's entity: where the seller is deregistered, has had its license revoked or is in liquidation, its capacity to sign and transfer is doubtful; for individual sellers, verify identity and consider notarization.
2. Pricing Considerations
Trademarks have no uniform market price; prices form through supply, demand and negotiation. Key reference factors:
- Class popularity: hot classes such as Class 25 clothing, Class 30 foodstuffs, Class 35 advertising and sales, Class 9 electronics and Class 3 cosmetics see high circulation and wide price ranges;
- Name quality: two- or three-character common words that are easy to read, easy to remember and free of negative connotations command obvious premiums;
- Rights structure: multi-class packages and bundles including defensive similar marks are worth more than single registrations;
- Age and history: marks registered longer, with use records and some reputation, are more valuable — but verify that the claimed use is real;
- Seller urgency: price expectations differ greatly between holders of idle marks and companies selling their brands.
A reminder: trademark price has nothing to do with official fees, which are merely the RMB 500-per-class application cost. When evaluating price, you may refer to listing quotes for comparable marks, but the final figure rests on the parties' shared assessment of the mark's value.
3. Core Clauses of the Assignment Agreement
A risk-controlling assignment agreement contains at least:
Subject-matter clause: list the registration numbers and classes of all trademarks being assigned, including similar marks subject to simultaneous assignment, to prevent disputes over the scope of delivery.
Price and payment: total price and payment milestones. A recommended structure: deposit at signing, an installment upon joint filing of the assignment application, and the balance upon approval and publication. Publication is the point of title transfer, so placing the largest share of payment after publication is safest for the buyer.
Representations and warranties: the seller warrants clear title; no licenses, pledges or freezes; no undisclosed pending proceedings; and no similar marks under its name left outside the deal.
Transitional arrangements: who may use the trademark before publication and how; allocation of quality responsibility; and handling of the seller's existing licenses and inventory in production.
Breach and termination: how the price is refunded and the deposit handled if the assignment is refused; liability where a party fails to cooperate in the formalities.
Cooperation duties: the seller's duty to sign documents and cooperate in corrections.
For high-value deals, notarizing the agreement or the assignment declaration is advisable to fix the genuine expression of intent.
4. Application and Examination
The parties jointly file the assignment application with CNIPA: the assignment application form, both parties' entity qualification documents, and a power of attorney (if an agency is engaged). The official fee is RMB 450 per class online and RMB 500 per class on paper.
CNIPA's examination focuses on: the parties' standing and the regularity of signatures and seals; whether all marks subject to simultaneous assignment are included; and whether the assignment is likely to cause confusion or have other adverse effects. Corrections are notified where needed; refusals state reasons in writing. The whole process takes about four to six months.
Common refusal scenarios: similar marks not assigned simultaneously and not corrected within the time limit (deemed withdrawal); assignments likely to confuse the public (e.g., a mark containing a place-name sign assigned to a company elsewhere); and assignors whose entity has ceased to exist or whose signatures and seals cannot be verified.
5. Approval, Publication and Closing
Once approved, the assignment is published; the assignee enjoys the exclusive right from the date of publication, and CNIPA issues a Certificate of Approval of Assignment for use together with the original registration certificate.
Closing checklist: the original registration certificate, the Certificate of Approval of Assignment, source files of the trademark device, domains and accounts associated with the mark, and agreed handling of packaging inventory in production.
Mandatory follow-up actions after closing:
- License cleanup: whether existing license contracts continue and whether recordation modifications are needed;
- Platform and channel updates: e-commerce brand recordation and updates to the distributor authorization chain;
- Customs recordation updates: companies with import/export business should promptly update their customs IP recordation;
- Archive consolidation: bring the trademark into the buyer's ledger, record the expiry date and start renewal monitoring;
- Name discipline: if the buyer later renames or relocates, record changes promptly.
6. Notes for Sellers
- Simultaneous assignment is a statutory duty — abandon any thought of keeping similar marks early;
- Where the application has been filed before full payment, use the agreement to bind post-publication cooperation duties rather than stalling the application;
- Stop using the trademark after the assignment closes and handle inventory packaging per the agreement, or you may commit infringement;
- Dispose of trademarks under the company's name before deregistration; after deregistration, the transfer formalities become far more complicated.
7. Conclusion
The institutional cost of trademark assignment is very low; the risk lies almost entirely in the transaction structure. Buyers should complete due diligence, tie payment to publication and write warranty clauses into the agreement; sellers should disclose cleanly and list all similar marks in one pass. Bringing a professional agency into the process trades a few hundred yuan in service fees for hundreds of thousands in transaction security — excellent value.
8. Filing Entry
For the above process, you may book a trademark assignment service with a recorded trademark agent at MyTMBee, with full assistance from document preparation to filing follow-up.