How Do I Transfer a Trademark to a New Owner?

Trademark ownership changes hands through an assignment recorded at the Department of Industry (DoI) under the Patent, Design and Trade Mark Act 1965. Whether you're selling a business, rebranding after a merger, or transferring a mark into a new company, the law requires a formal application and government approval before the new owner can enforce the mark.

Key Takeaways

• A trademark transfer in Nepal requires a formal assignment application filed with the Department of Industry.
• Only registered trademarks can be assigned — unregistered marks must be registered first.
• Assignment takes effect once the DoI records it; until then the old owner remains the legal proprietor.
• Goodwill must transfer with the mark for the assignment to be valid under Nepali law.
• An unrecorded assignment leaves the new owner unable to sue for infringement or file renewals.
• You'll need a notarised assignment deed, board resolutions from both parties, and the original registration certificate.
• Our team can prepare and file your assignment application — reach out for guidance.

What does it mean to transfer a trademark to a new owner in Nepal?

A trademark transfer — legally called an assignment — moves ownership of a registered mark from one person or company (the assignor) to another (the assignee). The Patent, Design and Trade Mark Act 1965 governs this under its assignment provisions. Crucially, the Act ties the mark to the goodwill of the business: you can't strip a brand name away and hand it over as a hollow shell. The transfer must carry the underlying business reputation with it, or the DoI will reject the application. This rule stops anyone from buying a famous mark and using it on unrelated, lower-quality goods — a safeguard the law takes seriously.

Why would you transfer a trademark in Nepal?

Ownership changes for many practical reasons. The most common trigger is a business sale — when you sell your company, the buyer expects the brand name to come with the assets. Mergers and acquisitions also demand a formal assignment so the surviving entity holds all IP cleanly. A sole proprietor might incorporate a private limited company and want the trademark moved into the new entity's name. Family succession is another driver: a parent who built a brand over decades transfers it to a son or daughter taking over the enterprise. Whatever the reason, the DoI won't recognise the new owner until you file the paperwork.

Can you transfer an unregistered trademark?

No. The DoI only records assignments of marks that appear on the official trademark register. If your brand is unregistered, there is nothing to assign — the law treats the mark as a common-law right at best, and no government mechanism exists to transfer it. The fix is straightforward: register the trademark first, then assign it. A common mistake we see is business owners who sell their company and casually hand over the brand name in the sale agreement, assuming that's enough. It isn't. Until the mark is registered and the assignment recorded, the buyer can't enforce it or renew it — a dangerous gap if a competitor spots the opening.

What are the legal requirements for a valid trademark assignment?

The PDTA 1965 requires that a trademark assignment be in writing and that it transfer the goodwill connected to the mark. Goodwill means the reputation, customer recognition, and commercial value the brand has built — you can't assign the logo while keeping the customer list and trade dress for yourself. Both parties must sign the assignment deed, and the deed must be notarised. If either party is a company, the board must pass a resolution authorising the transfer. The assignee also needs to confirm it will continue using the mark for the same goods or services covered by the original registration. Without these elements, the DoI examiner will raise an objection.

What documents does the DoI require for a trademark transfer?

The document set is specific, and missing even one piece stalls the process. Here's the checklist:

• Notarised assignment deed — signed by both parties, attested by two witnesses, and notarised. This is the core document.
• Board resolution of the assignor — if a company is transferring the mark out, the board must formally approve it.
• Board resolution of the assignee — the receiving company must also resolve to accept the assignment.
• Original trademark registration certificate — the DoI needs the certificate to endorse the change on it.
• Power of Attorney — if you're using a representative to file, a notarised PoA from the assignee is required.
• Application form — the prescribed DoI form for recording an assignment.
• Latest tax clearance certificate — for the assignor, confirming good standing.

If the assignee is a foreign entity, you'll also need a notarised copy of its home-country registration certificate. Our team can help you prepare and notarise this full document set — get in touch to avoid delays from incomplete paperwork.

How do you file a trademark assignment with the DoI?

1. Prepare the assignment deed. Both parties sign a deed that names the mark, registration number, class, and confirms goodwill transfers with the mark. Get it notarised with two witnesses.
2. Pass board resolutions. Each company's board passes a resolution authorising the transfer. Keep the minutes — the DoI will ask for certified copies.
3. Complete the DoI assignment form. Fill out the prescribed application form for recording a change of ownership. The form asks for details of both parties and the registration being assigned.
4. Compile supporting documents. Gather the original certificate, tax clearance, PoA (if using an agent), and any foreign-entity documents if applicable.
5. Submit to the Department of Industry. File the full set at the DoI office in Tripureshwor, Kathmandu. Pay the government assignment fee.
6. Respond to any examiner queries. The DoI examines the submission. If the examiner spots a gap — a missing signature, unclear goodwill clause — you'll get a chance to fix it.
7. Receive the endorsed certificate. Once approved, the DoI records the new owner in the trademark register and endorses the change on the registration certificate.

How long does a trademark transfer take in Nepal?

Plan on roughly 2 to 4 months for a clean, unopposed assignment. The DoI's examination is not instantaneous — officers check that the deed is properly executed, goodwill is included, and no third-party rights are prejudiced. If the paperwork is incomplete or the examiner raises a query, expect delays. A contested assignment, such as one where a minority shareholder disputes the transfer, can drag on much longer because the DoI may hold the file pending a court or internal resolution. In practice, the timeline depends heavily on how well-prepared the document package is on day one.

What does it cost to transfer a trademark to a new owner?

The total cost has two layers: the government assignment fee payable to the DoI, and the professional fee if you engage a representative to prepare and file the documents. The government fee is a fixed amount per mark — so if you're transferring three registered trademarks, you'll pay that government fee three times. Professional costs vary with complexity: a simple transfer between related companies costs less than one involving foreign parties, multiple classes, or tangled corporate structures. For a current fee estimate tailored to your situation, try our trademark fee calculator or contact our team directly.

What are the most common mistakes when transferring a trademark?

Five errors trip up trademark transfers in Nepal more than any others. First, forgetting goodwill. The assignment deed must explicitly state that the business goodwill transfers with the mark; a bare assignment of the trademark alone is invalid. Second, skipping the board resolution. Companies often sign the deed but forget to pass and document a board resolution — the DoI will ask for it. Third, not updating the trademark register promptly. The new owner isn't legally recognised until the DoI records the change. If a renewal deadline passes while the assignment sits unfiled, the mark lapses. Fourth, trying to assign an unregistered mark. There's simply no mechanism for it — register first, assign second. Fifth, using a poorly drafted deed. A generic contract template that doesn't cite the PDTA 1965, the registration number, and the NICE class invites an examiner's objection. Our team drafts assignment deeds that meet DoI requirements — reach out before you sign anything.

A real-world example: transferring a restaurant brand

Imagine a successful Kathmandu restaurant, "Himalayan Thakali Kitchen," registered in Class 43 for restaurant services. The founder decides to sell the business to an investor group. The sale agreement lists the furniture, lease, and the brand name. But three months after the handover, the new owners discover they can't stop a copycat "Himal Thakali Ghar" from opening nearby — because the trademark is still in the founder's name on the DoI register. They scramble to file the assignment, only to find the founder's company was struck off and the tax clearance certificate is unavailable. The assignment stalls, and the copycat flourishes. The lesson: file the DoI assignment as part of closing the sale, not as an afterthought. It's not a bureaucratic formality — it's the step that makes the new owner the legal proprietor.

Does Nepal allow partial assignments or splitting a trademark?

Yes, but only along class lines. If your mark is registered in multiple NICE classes — say Class 25 for clothing and Class 35 for retail services — you can assign the Class 25 registration to one party while keeping Class 35. However, you cannot assign the mark for only some of the goods within a single class. The DoI treats each class as a distinct registration (recall that Nepal requires one application per class), so what looks like a single brand may actually be two or three separate registrations. You can transfer one without the others. For help identifying which classes your mark covers, try our NICE class finder.

How does a foreign company receive a trademark assignment in Nepal?

Foreign entities follow the same assignment process but with two extra requirements. First, the foreign assignee must provide a notarised copy of its home-country registration certificate (or equivalent incorporation document), translated into English if it's in another language. Second, because Nepal is not a member of the Madrid System, the foreign entity must file through a Nepal-based agent holding a valid Power of Attorney. The assignment deed itself may be executed abroad, but it must be notarised and, if not in English or Nepali, accompanied by a notarised translation. Our team routinely handles cross-border assignments — contact us for guidance on the specific documents your jurisdiction requires.

Summary comparison: assignment vs licensing vs name change

If you're unsure whether your situation calls for an assignment or a simple name-change amendment, look up your registration details and speak with our team — choosing the wrong route means wasted time and a rejected filing.

In short

Transferring a trademark in Nepal is a formal DoI process that demands a notarised assignment deed with goodwill, board resolutions, and the original certificate — filed correctly, it takes about 2–4 months and gives the new owner full legal standing. Cutting corners on the paperwork risks a void assignment and an unenforceable mark. Whether you're buying a business, restructuring, or passing a brand to the next generation, get the assignment recorded promptly. Start by searching the trademark register to confirm the mark's current status, and reach out to our team to prepare a DoI-compliant assignment package.

Search the trademark register to check the current ownership status of any mark, or contact us to start your trademark transfer — our team handles the full assignment process from deed drafting to DoI filing.

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