Trademark Assignment Deed and TM-P Statement of Case

Ownership, licensing and authority

Record a written assignment of identified marks and goods or services, then support the assignee's Form TM-P request to be registered as proprietor.

Legal references checked: 15 October 2026

How a trademark assignment is made and recorded

A registered trade mark can be assigned with or without goodwill, for all or some of its goods or services, subject to Sections 40 to 44 (Section 38); the assignment must be in writing (Section 2(1)(b)). The assignee applies on Form TM-P to register its title (Section 45 and Rule 75), filing a duly certified copy of the deed and a statement of case (Rule 76). Do not delay recordal: under Section 45(4), until the application to register title is filed, the assignment is ineffective against a person who acquires a conflicting interest in the registered mark without knowing of the assignment. An assignment without goodwill of a used mark takes effect only if the assignee applies for the Registrar's directions within the Section 42 period and advertises it as directed.

Filing period and procedure

Section 45 sets no fixed period for the title request, but Section 42 does: for an assignment without goodwill of a used mark, the assignee must apply on Form TM-P for advertisement directions within six months of the assignment, or within an extension of not more than three months in all that the Registrar allows (Rule 80), and a Section 40(2) certificate or Section 41 approval protects the assignment only if title is applied for within six months of it. File the title request on Form TM-P with the prescribed fee, a duly certified copy of the deed and the statement of case (Rule 76); under Rule 76(2) the Registrar is ordinarily to dispose of it within three months.

Before you prepare the draft

Facts to confirm

Registered proprietor, number, class, specification and status of each mark, as on the register
Whether the assignment covers all or only some goods or services, and whether goodwill passes
Whether each mark has been used, and any associated, similar or retained marks
Existing licences, registered users, security interests and pending proceedings
Signatories' authority, effective date, consideration and any payment to be sent outside India

Evidence to keep ready

Signed and stamped deed, with a duly certified copy for filing
Current register extracts for each mark, dated when checked
Board resolution, partnership authority or LLP authorisation for each signatory
Section 42 directions and proof of advertisement, where the assignment is without goodwill
The Registrar's Section 40(2) certificate or Section 41 approval, if one was obtained

Editable draft framework

Replace every [placeholder] and delete optional paragraphs that your facts do not support. You can edit the text below before copying it, or select it and use Ctrl+C or Command+C.

Draft text

PART A: DEED OF ASSIGNMENT OF TRADE MARK(S)

This Deed of Assignment is made at [place] on [date]
BETWEEN
[Assignor's legal name], [constitution, e.g. company/LLP/partnership firm/sole proprietor], [CIN/LLPIN/registration details, if any], of [registered office/principal place of business], acting through [name and designation of authorised signatory] (the "Assignor");
AND
[Assignee's legal name], [constitution], [CIN/LLPIN/registration details, if any], of [address], acting through [name and designation of authorised signatory] (the "Assignee").

Background
A. The Assignor is the registered proprietor of the trade mark(s) listed in Schedule 1 (the "Registered Marks"), as shown on the register checked on [date]. [OPTIONAL—omit unless relevant:] The Assignor is also the applicant for, or proprietor of, the pending application(s) and unregistered mark(s) listed in Schedule 2.
B. The Assignor has agreed to assign, and the Assignee has agreed to take, those marks on the terms of this Deed.

1. Assignment. In consideration of [amount or other consideration], [the receipt of which the Assignor acknowledges/payable as follows: (terms)], the Assignor assigns to the Assignee absolutely, with effect from [effective date], all its right, title and interest in the marks listed in [Schedule 1/Schedules 1 and 2], [in respect of all the goods/services for which they are registered or applied for/in respect of the following goods/services only: (exact list)].

2. Goodwill. [Option A—with goodwill:] The assignment is made together with the goodwill of the business concerned [in those goods/services]. [Option B—without goodwill:] The assignment is made otherwise than in connection with the goodwill of the business in which the marks have been or are used. The Assignee will apply to the Registrar on Form TM-P for directions on advertisement of the assignment within the period allowed by Section 42 of the Trade Marks Act, 1999 and will advertise it as directed. [Option C—unused marks:] The marks have not been used in any business before the date of this Deed.

3. [OPTIONAL—omit unless agreed:] Past infringements. The Assignee may sue for and recover relief for any infringement or passing off committed before the effective date, and the Assignor will give reasonable assistance in any such proceeding.

4. Assignor's statements. The Assignor states that, on the date of this Deed: (a) it is the registered proprietor [and applicant] of the marks in the Schedules; (b) [it has granted no licence, registered user entry, security interest or other right in the marks/the following rights exist and are dealt with as follows: (details)]; (c) [to its knowledge no opposition, rectification, infringement suit or other proceeding concerning the marks is pending/the following proceedings are pending: (details)]; and (d) it retains no mark identical with or nearly resembling the assigned marks for the same goods/services, goods/services of the same description, or associated goods/services [OPTIONAL—only after review of Sections 40 and 41: except (details, with the Registrar's certificate or approval, if obtained)].

5. Assignor's later conduct. After the effective date, the Assignor will not use, or apply to register, any mark identical with or deceptively similar to the assigned marks for [goods/services] [in India/in (territories)]. [OPTIONAL—omit unless agreed:] The Assignor may sell its existing stock bearing the marks until [date].

6. Recordal and further acts. The Assignor will sign the documents and give the information reasonably required for the Assignee to apply on Form TM-P to register its title under Section 45 and Rule 75, [to be substituted as applicant in the pending application(s),] and to transfer [the domain names, social media handles and marketplace brand registrations listed in Schedule 3]. [Party] will bear the costs of recordal.

7. Stamp duty. This Deed will be stamped as required by the stamp law applicable at [place of execution], and [party] will bear the duty.

8. Governing law and disputes. This Deed is governed by the laws of India. [Disputes will be decided by the courts at (place)/dispute-resolution clause settled after review.]

Signed and delivered by the Assignor through [name in capital letters], [designation], authorised by [board resolution/partnership authority/LLP resolution dated (date)]: [signature]
Signed and delivered by the Assignee through [name in capital letters], [designation], authorised by [authority dated (date)]: [signature]
Witnesses: 1. [name, address, signature]  2. [name, address, signature]

Schedule 1 (Registered Marks): Registration No. [number] | Mark [word/device] | Class [class] | Goods/services assigned [exact wording] | Application date [date] | Valid until [date]
[OPTIONAL] Schedule 2 (Pending applications and unregistered marks): [number or description, class, goods/services, date of first use]
[OPTIONAL] Schedule 3 (Domain names, handles and listings): [details]

PART B: STATEMENT OF CASE ACCOMPANYING FORM TM-P

Before the Registrar of Trade Marks
[Trade Marks Registry office]
In the matter of Registered Trade Mark No(s). [numbers], Class(es) [classes]
Registered proprietor (assignor): [legal name and address as entered in the register]
Applicant for registration of title (assignee): [legal name, constitution and address]
Statement of case under Rule 76 in support of the request on Form TM-P under Section 45 and Rule 75

1. The applicant is [assignee's legal name], a [constitution], whose principal place of business in India is [address] [or: which has no principal place of business in India and whose address for service in India is (address)].

2. Registered Trade Mark No. [number] for [mark] in Class [class] for [goods/services as registered] stands in the name of [assignor] on the register checked on [date]. [Repeat for each mark, or refer to an annexed list.]

3. By a deed of assignment dated [date], executed at [place] and stamped [stamp duty details], the assignor assigned the mark(s) to the applicant [for all the registered goods/services/for the following goods/services only: (exact list)]. A duly certified copy of the deed is filed with this statement.

4. As Rule 81 requires, the applicant states that: (a) the mark [had been/was/had not been] used in the business in [goods/services] before the assignment; and (b) the assignment [was made in connection with the goodwill of that business/was made otherwise than in connection with the goodwill of that business]. [OPTIONAL—only where (a) and (b) both show a used mark assigned without goodwill:] The applicant applied for directions under Section 42 on [date], within [six months from the date of the assignment/the extended period allowed on (date)], and advertised the assignment as directed in [publication and date]. Copies of the directions and proof of advertisement are filed.

5. The assignment does not leave exclusive rights in more than one person of the kind described in Sections 40 and 41, because [the assignor retains no identical or nearly resembling mark for the same goods/services, goods/services of the same description, or associated goods/services/other reason]. [OPTIONAL—omit unless obtained:] The Registrar's [certificate under Section 40(2)/approval under Section 41] dated [date] is filed, and this application is made within six months from that date. [The mark is not registered as associated with any other mark./The associated mark(s) No(s). (numbers) are assigned together under the same deed, as Section 44 requires.]

6. [No registered user is entered against the mark./The registered user entry in favour of (name) is (state how it is dealt with).] [To the applicant's knowledge no proceeding concerning the mark is pending./Pending proceedings: (details).]

7. [OPTIONAL—only where consideration is to be sent outside India:] The permission required under the law regulating such transmission is [filed/not required because (reason)] (Rule 79).

8. The applicant requests that the Registrar register it as proprietor of Registered Trade Mark No(s). [numbers] [for (goods/services)] and enter the particulars of the assignment in the register.

Verification: I, [name], [designation] of the applicant, authorised by [authority], verify that paragraphs [numbers] are true to my own knowledge and that paragraphs [numbers] are based on [identified records] and believed to be true. Verified at [place] on [date].
[Signature]
[Name in capital letters or in Hindi]
Address for service: [address]

Check before filing

Match the assignor's name and address to the register exactly; if they have changed, record the change first or explain the link. Associated marks can be assigned only as a whole (Section 44), and a certification mark needs the Registrar's consent (Section 43). An assignment may be invalid under Section 40 if it leaves identical or nearly resembling marks with different owners for the same goods or services, goods or services of the same description, or associated goods or services, where use would be likely to deceive or cause confusion; Section 41 deals with exclusive rights split between places in India. The Registrar's Section 40(2) certificate or Section 41 approval (sought on Form TM-P under Rule 83 by a proprietor who proposes to assign, so apply before signing) protects the assignment only if title is applied for within six months of it. Under the Explanation to Section 42, assigning a mark for some goods or services with the goodwill of the business in those goods or services only, or an export mark with the goodwill of the export business only, is not an assignment without goodwill. Where only some goods or services are assigned, describe the split precisely; Rule 82 treats the resulting registrations in different names as separate registrations.

Stamp the deed under the applicable state stamp law before filing: if the Registrar considers an instrument produced as proof of title not properly or sufficiently stamped, Rule 78 requires it to be impounded and dealt with under Chapter IV of the Indian Stamp Act, 1899, and the Registrar may call for further proof of title where there is reasonable doubt (Rule 77). If the parties dispute the validity of the assignment, the Registrar may refuse to register it until a competent court decides (proviso to Section 45(1)). Section 45 and Rule 75 speak of a registered trade mark; for pending applications, check the Registry's current practice for recording a change of applicant. After recordal, update the address for service and the agent's authorisation.

This is an original drafting framework, not an official statutory form or an assurance of acceptance. Match the notice, application, evidence and service dates; use the prescribed form and complete the applicable filing, service and execution requirements.

Relevant law and official sources

Trade Marks Act, 1999: Section 2(1)(b) (assignment must be in writing) and Section 2(1)(zc) (transmission)
Trade Marks Act, 1999: Sections 37, 38 and 39 (power to assign; registered and unregistered marks, with or without goodwill)
Trade Marks Act, 1999: Sections 40, 41, 43 and 44 (restrictions on assignment; certification and associated marks)
Trade Marks Act, 1999: Section 42 (assignment without goodwill: directions and advertisement)
Trade Marks Act, 1999: Section 45 (registration of title; effect of an unrecorded instrument)
Trade Marks Rules, 2017: Rules 75 and 76 (Form TM-P; certified copy of the deed and statement of case)
Trade Marks Rules, 2017: Rules 77 to 84 (proof of title, impounding, remittances, Section 42 directions, assignment without goodwill, separate registrations, Section 40/41 certificates, register entries)

Trade Marks Act, 1999 — India Code
Trade Marks Rules, 2017 — IP India

Trademark assignment deed and statement of case for Form TM-P