Whilst intangible, trade marks can be commercialised in the same way as tangible property, including bought and sold. There are several reasons why a business might wish to purchase an existing trade mark rather than, or in addition to, creating their own. In this article, our trade mark solicitors explore the benefits of buying a trade mark from an existing brand, the research you should carry out beforehand and the process involved.
If you’re reading this because you’re thinking about buying a trade mark to strengthen your brand, our trade mark solicitors can help. We’ll guide you through the risks, benefits, and legal steps involved, making sure you’re protected and your investment makes commercial sense.
Contents:
- Why buy a registered trade mark?
- What checks should you carry out before buying?
- What documentation is involved in the assignment of a trade mark?
- What are the risks if the purchase of a trade mark goes wrong?
- How to buy a registered trade mark
- How to protect your newly purchased trade mark
- Alternatives to buying a trade mark
- Summary
Why buy a registered trade mark?
Buying a registered trade mark gives you immediate access to a legally recognised brand. It can be a strategic shortcut if you are expanding into a new market or product line and want to use a name that already carries value or recognition.
Unlike applying for a new trade mark, a process that can take months and face possible objections, buying an existing one provides certainty. You know exactly what you are acquiring, where it’s protected, and the scope of its rights.
There is also a risk management benefit. By purchasing an established trade mark, you reduce the chance of infringing someone else’s trade mark. It can also help you secure domain names, social media handles and other digital assets more easily.
It is important to note that buying a trade mark is not without risk. The registration might not be valid or enforceable, the seller might not be the rightful owner, or the mark might be associated with reputational problems. That is why due diligence is so important, and why most experienced buyers work with trade mark solicitors to manage the process.
The process of buying a trade mark typically begins with identifying trade marks that suit your business objectives. Sometimes these assets are listed for sale through intellectual property brokers, specialist marketplaces, or offered by the current owners. As you search, consider not only whether the registration remains in force, but also its fit for your market and target audience. The specification needs to be wide enough to cover your goods/services, but not so wide that it is vulnerable to challenge. For international businesses, checking trade mark coverage in each relevant jurisdiction will be needed, since registrations are territorial and do not grant global rights automatically.
It is also important to clarify what is included in the sale beyond the basic trade mark registration. Alongside the mark itself, many deals encompass related assets, such as domain names, social media handles, or even associated goodwill and design rights. Determining early on exactly what you are purchasing will streamline negotiations and documentation, ensuring there are no misunderstandings later on.
What checks should you carry out before buying?
Due diligence is the most important part of any trade mark purchase. It is how you confirm that the trade mark you are buying is legitimate, transferable and worth the price you are paying.
Start with the basics: check that the trade mark is registered and in force. In the UK, you can verify this through the IPO’s online database, or through the EUIPO for EU registrations. Review the registration number, the classes of goods and services it covers, and the renewal dates. If the registration is close to expiry or has not been properly maintained, it may need renewing before a transfer occurs.
Next, confirm who actually owns it. The seller must be listed as the proprietor on the register or have documentary proof of ownership through a previous assignment. If the mark has changed hands multiple times, make sure you see the full chain of title, otherwise you risk buying something from a party that does not legally own it. The owner must have actually used the trade mark itself, or controlled the entity that did use it.
You should also check whether the trade mark is subject to any licences, charges or other restrictions. For example, if it has been used as security for a loan or licensed to a third party, your rights as the new owner may be limited.
Before you move forward, request a current registry extract and formal proof of the seller’s legal right to transfer the asset. Ask for any documentation about attached encumbrances or open disputes, and clarify the presence or absence of historic licences. Open communication is needed: prospective buyers should state their intended use of the trade mark, as this can influence residual rights, the value of related assets, and integration into existing business structures. Ensuring all these points are addressed upfront saves both parties from issues down the line and sets a clear basis for documentation and negotiation.
Confirm if the trade mark been used consistently in trade by the owner or an entity it controls. Is it linked to any disputes, complaints or negative publicity? A trade mark that hasn’t been used for over five years can be revoked for non-use, and a brand with a poor reputation may not deliver the commercial advantage you expect. Has the owner actively policed its use and taken action against possible infringements?
Due diligence takes time, but it’s the only way to ensure you are not inheriting someone else’s problems along with their brand.
What documentation is involved in the assignment of a trade mark?
Once you are confident in what you are buying, the transaction needs to be formalised through the right legal documentation. The key document is the assignment agreement (sometimes called a deed of assignment). This sets out the terms on which ownership of the trade mark is transferred from the seller to you.
The agreement should include the registration number and jurisdiction, a clear description of the trade mark, the purchase price and payment terms, and warranties confirming that the seller owns the mark outright and has the authority to sell it. Indemnities are also important, as they protect you if the seller’s warranties turn out to be false.
The assignment should be executed as a deed and signed by both parties. Once completed, it must be recorded with the relevant registry, such as the IPO or EUIPO, to update the public record of ownership. Without this step, the legal transfer is not recognised, meaning you may struggle to enforce your new rights.
Depending on the circumstances, other documents may be required, for example, a confidentiality agreement during negotiations, or a disclosure letter setting out known risks. If the trade mark is part of a broader acquisition (like buying a company or product line), the transfer might be included within a wider asset purchase agreement.
Clarity is key. Ambiguous drafting or missing details can leave gaps that are difficult to fix later, particularly if disputes arise about the scope of rights transferred.
What are the risks if the purchase of a trade mark goes wrong?
If you rush the process or skip professional checks, the consequences can be serious. The most common issue is non-transfer of rights, where the documentation isn’t properly executed or registered, leaving you without legal ownership even though you have paid for it.
Another common risk is buying a defective mark. If the registration is invalid (perhaps because it wasn’t distinctive, or it was registered in bad faith), it could be cancelled after you have bought it. Similarly, if the trade mark is already the subject of a dispute, you could find yourself defending an opposition or infringement claim you didn’t anticipate.
These risks don’t just lead to financial loss, they can damage your reputation and limit your ability to trade under your chosen brand. A solicitor experienced in intellectual property transactions can help you spot red flags early, saving you from these pitfalls.
How to buy a registered trade mark
The buying process follows a fairly predictable pattern. It begins with negotiation, agreeing on price, scope and timing, followed by due diligence and drafting of the assignment agreement. Once both parties are satisfied, the document is executed and the transfer is filed with the relevant registry.
In the UK, registering an assignment with the IPO costs £50 per mark. Processing times vary, but ownership updates are typically confirmed within a few weeks. Until the change is recorded, the seller remains listed as the owner, which is why prompt filing is required.
Where trade marks are registered internationally, assignments may need to be filed separately in each jurisdiction. This can add complexity and cost, but ensures your ownership is properly protected across all territories.
Professional assistance at this stage can make a real difference. A trade mark solicitor will not only ensure the paperwork meets registry requirements but can also coordinate filings and liaise with overseas agents where needed.
How to protect your newly purchased trade mark
Once you are registered as the new owner of the trade mark, you must take steps to protect it.
The easiest and most cost-effective way of protecting your trade mark is through trade mark monitoring, which involves proactively monitoring any third-party applications that may impact your rights. Few businesses have the resources to carry out consistent monitoring themselves, so most outsource it to trade mark solicitors. For a small fee, your trade mark solicitor will monitor activity at the IPO and alert you of any third-party applications that might affect your trade mark. You can then consider whether the proposed mark is of concern and, if so, instruct your trade mark solicitor to oppose the application.
If a third party uses your trade mark, or something similar, without permission, they may be liable for infringement. You must take steps to address any infringement; if you don’t, it may cause confusion in the marketplace and dilute your mark. Our trade mark solicitors have vast experience in infringement actions and will advise on the merits of your position and the best way forward.
Alternatives to buying a trade mark
Licensing: You may wish to use an existing trade mark for a short period or in connection with a one-off project, as opposed to permanently. Sometimes, the existing owner may be amenable to you using the trade mark but wish to retain ownership. In these situations, it might be more fitting to license intellectual property rather than seeking to buy it outright.
Trade mark licences can take many forms. For example, they can be exclusive or non-exclusive and can relate to the trade mark in its entirety or to specific goods or services. Our trade mark solicitors will advise on the most suitable form of licence in your case and negotiate the best terms with the other party.
Registering your own trade mark: If the benefits that come with buying an existing trade mark are not critical to your commercial goals, it may be more beneficial to design and register your own trade mark. In doing so, you can choose a name and branding that aligns entirely with your business ethos, creates the impression you desire and strikes a chord with your target audience.
Summary
Buying a trade mark from an existing brand has distinct advantages in the appropriate circumstances. It offers a convenient means through which to expand or diversify your commercial operations, or benefit from existing goodwill. However, the process is not without risk. You should, therefore, seek assistance from an trade mark solicitor who will advise on the benefits and disadvantages of your proposed purchase and guide you through the process.
