You have decided to sell the business, restructure the group, or move your brand into a holding company. Somewhere in that plan sits your registered trade mark, and it will not move by itself. Unlike the desks and domain names in the sale, a trade mark transfers only when the current owner assigns it and the change is recorded with IP Australia.
What you end up with at the end of the process is an entry on the Trade Marks Register showing the new owner, with effect backdated to the day you lodged the request. It is worth being clear about what does not happen. Selling the shares in a company leaves the mark where it is, because the company still owns it. Changing or transferring a business name with ASIC does not move the mark either, because a business name is not a trade mark. And recording the change with IP Australia does not itself transfer the mark: the transfer happens by agreement between you and the buyer, and recording is the step that makes that agreement enforceable against everyone else.
What you need before you start
Work through this list before you lodge anything. Each item is something IP Australia or the law will check.
- A mark to move: A trade mark whose registration is still being sought can be assigned just like a registered mark. Section 106 of the Trade Marks Act 1995 (Cth) covers both. Check the status of each mark first so you know which process applies.
- Legal personality on both sides: Only a person or entity with legal personality can own a trade mark: an individual, a company, an incorporated organisation. A business name cannot own one, a trust cannot own one (the trustee does), and a partnership cannot own one (the individual partners do). If your records show "The XYZ Trust" as owner, the assignment must be made by and to the right legal entity.
- A signed written assignment agreement: IP Australia will not record a change of ownership without a document signed by an authorised person on each side that clearly states a transfer agreement has been made. The signature can come from a director or secretary where the party is a company.
- Consents from everyone who has an interest: If there is more than one owner, every owner must approve the change. If someone else has a recorded interest in the mark, such as a registered licence or security interest, they may need to consent to the transfer before it is recorded.
- The new owner's details: Full legal name, ACN or ABN for a company, and an address. These must match ASIC records, because IP Australia will query mismatches.
- The fee: A government fee applies for each mark recorded. IP Australia publishes its current fee schedule, and fees changed in October 2024, so check the figure before you budget.
The items that actually trip people up are the second and fourth on this list. Getting the legal owner wrong, or missing a co-owner's consent, is the most common reason a request stalls.
Step by step: transferring a trade mark
The steps below follow the order IP Australia imposes. Accuracy matters more than speed, especially when it comes to names and numbers.
Confirm the current owner and status on the register
Search the Trade Marks Register using IP Australia's Australian Trade Mark Search before you draft anything. For each mark you plan to move, confirm:
- the trade mark number and whether it is registered or pending;
- the exact name of the current owner, including the entity type;
- whether there are co-owners or recorded interests on the register.
If a mark is pending, you can still assign it. Sections 107 and 108 of the Trade Marks Act 1995 (Cth) set out how an assignment of a pending application is recorded, while sections 109 and 110 deal with registered marks. The practical difference is small: both need a written request plus supporting documents, and the assignee steps into the shoes of the applicant.
Draft and sign the assignment agreement
The assignment agreement is the document that actually transfers the mark, so it needs to be complete and signed. It should identify:
- the assignor (current owner) and assignee (new owner) exactly as they appear in their legal records;
- each trade mark by number and representation, and the goods or services covered;
- whether the transfer is full or partial;
- whether the assignment is with or without goodwill;
- the effective date and any consideration.
Two choices deserve thought before you sign. First, a full assignment moves the mark for all the goods and services it covers. A partial assignment moves it for only some of them, which produces two marks with the same representation but different owners. Section 106(2) of the Trade Marks Act 1995 (Cth) allows this, but not a division by territory: you cannot assign a mark for New South Wales only. Second, section 106(3) allows the assignment to be with or without the goodwill of the business connected with the mark. In a genuine business sale you normally assign with goodwill, because the buyer wants the reputation that goes with the brand. Carve-outs and intra-group shuffles sometimes assign without it.
The agreement must be signed by an authorised person for each party. If a party is a company, the signature should record the signatory's name and capacity, such as "Director". IP Australia's guidance on assigning ownership sets out these requirements, and the same page is where you will find the full list of supporting evidence.
Lodge the request to record the assignment
Once the agreement is signed, either the assignor or the assignee can ask IP Australia to record the assignment. Do this through IP Australia's online services using the change of ownership request type, which counts as the approved form, or by downloading the paper form and posting it to IP Australia. The request must be made under section 109 of the Trade Marks Act 1995 (Cth) (for a registered mark) or section 107 (for a pending application), and it needs:
- the date of the assignment, or the date the agreement was signed;
- the names and addresses of both parties, with ACN or ABN for an Australian company;
- the trade mark numbers being assigned;
- a clear statement about the agreement and the transfer;
- the signatures of both parties, showing who signed and in what capacity.
For a partial assignment, a co-owner's consent may also be required. Pay the fee for each mark at lodgement. If a recorded interest appears on the register, the Trade Marks Regulations 1995 (Cth) give the interest holder a period to consent or object before the change is recorded.
Wait for IP Australia to process the request
The Registrar must record the assignment and register the new owner once the application complies with the Act. Under section 110(2) of the Trade Marks Act 1995 (Cth), the particulars are taken to have been entered on the day the application was filed, and the new owner is treated as the owner from that day. In straightforward cases the register is usually updated within a few weeks, but the timing depends on IP Australia's workload and whether it needs to write to you. Correspondence is most often triggered by name mismatches, such as an entity described differently from its ASIC record, or by a missing signature. Respond promptly and the process stays on track.
Update everything that references the mark
Recording the change is the legal finish line, but the practical work continues. Go through supplier and distribution agreements, licence and franchise documents, websites, packaging, brand guidelines, and any ASIC records that mention the mark or owner name, and update them to the new owner. If marketing materials change during the transition, remember that section 18 of the Australian Consumer Law (in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) prohibits conduct that is misleading or deceptive in trade or commerce. Announcements about brand continuity, warranties and supplier relationships must be accurate, because the change of ownership does not automatically change what the buyer can promise customers.
Where the process usually stalls
Even a well-planned transfer can be held up. These are the points where requests most often go wrong:
- Entity name mismatches: The owner name on the assignment, the request form and ASIC records must all line up. A trust named as owner when the corporate trustee owns the mark is the classic version of this. Fix the ownership record first, then assign.
- Missing co-owners or recorded interests: If the register shows joint owners or a registered interest, IP Australia will not simply ignore them. Everyone with an interest must approve or consent, and that takes time and signatures you should budget for.
- Treating the recording as the transfer: The register is a record, not the deal. If the assignment agreement is unsigned, incomplete or internally inconsistent, recording it does not make it valid. The agreement must exist and be signed before you lodge.
- Assigning after the company is deregistered: A deregistered company no longer owns its assets and cannot assign them. If the owner entity is being wound up, distribute the assets, including the mark, before deregistration.
When to get a lawyer involved
A trade mark assignment looks clerical, but it sits inside a larger transaction and the paperwork interacts with the Corporations Act 2001 (Cth), the sale documents and the register. A lawyer can help by:
- running due diligence on the register, including the chain of title, co-owners and recorded interests, before anything is signed;
- drafting the assignment agreement so it identifies the marks, parties and goodwill position correctly, and aligns with the business sale agreement so the two documents do not contradict each other;
- checking that consents from co-owners and interest holders are obtained in the right order and in time;
- lodging the request through online services on your behalf and troubleshooting any office action or rejection;
- sequencing the steps, such as setting up the new entity before the transfer, so the assignee exists with legal personality on the effective date.
If the mark is unregistered, or the goodwill attached to it is the real value in the deal, professional help matters even more, because protecting an unregistered brand during a handover is about evidence and conduct, not just a form.
The agreement is what makes the transfer stick
The single thing most likely to determine whether your transfer succeeds is the signed assignment agreement. If it does not clearly state that title is transferred, does not identify the marks and parties exactly as they appear on the register, or carries a signature without the authority behind it, IP Australia will send the request back and the register will carry an error that undermines the buyer's ability to enforce the brand. Every other step in this process, from the register search to the fee payment, exists to support that one document. Get it right and the transfer is mostly a waiting game.
The process in short: confirm the current owner and status on the register, draft and sign a complete assignment agreement, lodge the request with IP Australia through online services with the supporting evidence and fee, wait for the Registrar to record the change with effect from lodgement, then update your contracts, records and brand materials. Remember that the assignment is a separate legal step from transferring a business name or selling shares, that co-owners and recorded interest holders must consent, and that your public announcements must not mislead customers during the handover. If any of those pieces look uncertain, a short legal review before you lodge is cheaper than unpicking a recorded error later.