How Do I Transfer a Trademark to a New Owner?

Buyer and seller must apply together. Sec. 21D(2) of the Patent, Design and Trade Mark Act 1965 requires a joint application, and Sec. 21D(3) leaves the decision with the Department of Industry. Your sale agreement does not move the mark by itself.

Key takeaways

• The governing provision is Sec. 21D. Much published guidance cites Sec. 21, which the 1987 amendment deleted.
• Sec. 21D(2) requires both parties to file one joint application with the prescribed fee. Neither side can lodge it alone.
• Sec. 21D(3) says the Department may transfer the ownership, so it is a decision rather than a clerk recording your deal.
• The Act never uses the words "assignment", "assignee", "licence" or goodwill — all four appear zero times.
• Schedule 3 charges a separate transfer fee, and excludes transfers from the record-amendment charge.
• A transfer does not restart the seven-year term under Sec. 18D; the renewal term runs from the original registration date.

Which section actually governs a trademark transfer of ownership?

Sec. 21D, headed "Transfer of ownership or approval for use of patent, Design or Trade [Mark]". The first amendment inserted it in 1987 and the 2006 amendment revised it, and it is the only provision in the statute that deals with moving a registered right to someone else.

A great deal of Nepali trademark writing — including an earlier version of this page — cites Sec. 21 instead. In the consolidated Act published by the Nepal Law Commission, Sec. 21 prints as "21 …….", with a footnote recording the deletion.

A deed that recites a repealed section invites a query, and a query costs weeks on a file that is already waiting.

What does the Act call a transfer, if not an assignment?

It simply calls it transferring the ownership. Counted over the statute text, "assign" appears zero times, and so do "assignment", "assignor" and "assignee". Those are useful commercial words, but they are not the Act's words.

Sec. 21D(1) gives the owner two distinct powers in one sentence: they "may transfer the ownership or provide approval in writing for its use". The first moves the right permanently, while the second leaves you as owner and lets somebody else use the mark.

"Licence" also appears zero times. Describe what you are doing in the Act's own terms, and attach the commercial agreement separately.

Why must both parties apply together?

Because Sec. 21D(2) says so in terms: where a transfer or an approval to use is intended, "both the persons shall file a joint application, stating the facts accordingly before the Department accompanied by the prescribed fees".

This is the most practical rule here, and the previous version of this article never mentioned it. A buyer who pays, takes the brand and only then approaches the Department of Industry finds the seller's signature is still required.

So the seller's cooperation is a filing requirement rather than a courtesy, and it belongs in the sale agreement as an obligation with a deadline attached.

What happens if the seller will not sign?

The Act gives no unilateral route. Nothing lets a buyer prove a completed sale and have the Department act on that evidence alone, and no provision deems a missing signature given.

That leaves ordinary contract remedies, which run through the courts and take their own time. Protect yourself early: hold back part of the consideration until the joint application is lodged, and name the seller's authorised signatory.

Does the Department have to approve the transfer?

No. Sec. 21D(3) reads that if a joint application is received, "the Department may transfer the ownership or provide approval of use". The verb is permissive, which is why calling this a "recordal" of your deal understates it.

Sec. 22 explains the care taken: the Department must maintain the register of patents, designs and trade-marks, "indicating therein registration or cancellation thereof under this Act". That register is a public statement the Department stands behind, and in a first-to-file system it carries real commercial weight.

Sec. 21D(5) describes what follows an approval for use: the Department keeps the register-book and certificate and issues a note to the receiver. Sec. 21D(4), covering transfers, is incomplete in the consolidated text, ending mid-sentence at "the name of receiving person." We flag that rather than guess.

Is there an official transfer form?

Not in the Act. The Schedules prescribe forms for registration applications, for certificates and for renewal applications, but none for a transfer, and Sec. 21D(2) asks only for a joint application "stating the facts".

Schedule 3 is more revealing. It charges a separate transfer fee, and the next row, on endorsement for amendment of a record, applies "except transfer". A transfer is carved out of routine record-keeping.

How do you file a transfer, step by step?

1. Confirm what is actually registered. Pull the registration certificate and check the proprietor's exact legal name and every NICE classification class involved.
2. List each registration separately. Sec. 18A(2) requires a separate application per class, so one brand can be several registrations, and a wordmark and a label may be separate rights.
3. Check the renewal position first. Work out the next date under Sec. 18D before you sign anything, using the renewal calculator as a starting point.
4. Record the transfer in writing between the parties. The Act does not prescribe this document, but the Department needs a coherent factual account to act on.
5. Prepare the joint application. Both parties sign, the facts are stated plainly, and the prescribed fee goes with it.
6. Prove signing authority. Where a company is involved, show the signatory can bind it; under Sec. 20 an attorney holding a power of attorney may act, and their acts are deemed the party's own.
7. Answer queries quickly. Inconsistent names between the certificate, the company record and the application are the commonest reason a file stalls.

Does a transfer restart the seven-year term?

It does not. Sec. 18D fixes the trade mark term at seven years "from the date of registration thereof", and nothing in Sec. 21D touches that clock. A new owner inherits the remaining time, never a fresh term.

Sec. 23B governs what comes next: renewal within 35 days of expiry, a six-month late window on payment of a fine, and automatic cancellation after that. Sec. 23B(3) makes a trade mark renewable any number of times, in seven-year terms.

The risk in a sale is arithmetic: a mark bought eleven months before expiry comes with a renewal already close. If one is due, our trademark renewal service can take it on.

What if you only want to let someone use the mark?

Then you stay the owner, and Sec. 21D(1) lets you "provide approval in writing for its use". That route still runs through Sec. 21D(2), so a one-sided letter of permission is not what the Department acts on.

Sec. 16(2) explains why this is not optional. No one may use a registered trade mark "without transforming the ownership or written permission pursuant to Section 21D", and Sec. 19 backs that with a fine and confiscation of the goods on the Department's orders.

Sec. 3(2) and Sec. 12(2) carry identical wording for patents and designs, so the same gateway covers all three rights. If someone is already using your mark without either route, our opposition and enforcement team can assess it.

Why can a bulletin search not tell you who owns a mark today?

Because an Industrial Property Bulletin entry is a dated snapshot of the applicant as printed in that issue, and it is never revised afterwards. A transfer approved in 2024 leaves a 2019 publication showing the original applicant for good.

Our own data shows what that does to a register over time. Reading IP Sewa's bulletin register on 2 October 2026 across all 122 issues then published, ITC Limited occupies 56 separate applicant rows covering 670 marks, because every printed name-and-address variation becomes its own row.

So use IP Sewa's published trademark record to find the mark and its publication history, and the owner search tool to see a portfolio — then ask the Department of Industry for the current Sec. 22 position before you buy.

What if the new owner never uses the mark?

Sec. 18C is the trap. Where a registered trade mark "is not brought into use within one year from the date of registration thereof", the Department shall conduct inquiries and cancel the registration.

That clock runs from registration, not from the transfer, so a mark bought as a defensive asset and left unused is not automatically safe. Buying a brand you have no plan to trade under is a weaker position than it looks.

Does a foreign buyer need a Nepali agent?

The Act does not require one. Sec. 20 is permissive — a person may appoint an attorney or legal practitioner — and the words "agent" and "representative" never appear in the statute.

What is required is a Nepali registration to begin with. Sec. 21B states that a title registered in a foreign country "shall not be valid in Nepal unless it is registered in Nepal", and Nepal sits outside the Madrid System described by WIPO, so no international recordal reaches here.

Sec. 21C is the related concession: the Department may register a foreign-registered mark without enquiries where the foreign certificate is enclosed, extending Paris Convention treatment to the holder. That is a registration route, not a transfer route.

What if the Department refuses?

Sec. 27 gives any person dissatisfied with a Departmental order 35 days to appeal to the Appellate Court. The window is short and runs from the order, so diarise it the day a decision arrives.

A worked example

Imagine Sagarmatha Foods Pvt. Ltd. sells its noodle business to a larger group. It holds a wordmark in Class 30 and a label mark in the same class, both registered in 2021. This is an illustration, not a real case.

Two registrations means the joint application must name both. The 2021 date puts the first renewal in 2028 whoever owns the mark by then, so the buyer should check the published application numbers against the certificates.

A transfer is not a fresh application, so it triggers no new publication and no new opposition period. If the group also wants the packet shape, that is a different right — see who owns an industrial design.

Common mistakes

• Citing Sec. 21 in the deed or covering letter, when the 1987 amendment deleted it and Sec. 21D is the live provision.
• Completing the sale before securing the seller's commitment to sign the Sec. 21D(2) joint application.
• Assuming a change of company name at the Office of the Company Registrar moves the trade mark too.
• Treating a bulletin entry, or our own search, as proof of current ownership rather than of publication.
• Transferring one registration and forgetting the sibling registrations in other NICE classification classes.
• Relying on a verbal permission to use, when Sec. 16(2) requires written approval under Sec. 21D.

In short

A Nepali trademark transfer of ownership is an application, not a notification. Both parties sign one joint application under Sec. 21D(2), the Department of Industry decides it under Sec. 21D(3), a distinct transfer fee applies, and the seven-year term carries on from the original registration date.

If the mark is not registered yet there is nothing to transfer, and the first step is registering it in Nepal. Procedure sits on the Department of Industry site, beside our IP services and free tools.

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Planning a sale, a group restructuring or an inheritance that includes a registered brand? Contact our team and we will tell you which registrations have to move, and what the joint application needs to say.