Introduction
A registered trademark is a valuable business asset that can be bought, sold, or transferred just like real estate or intellectual property. Whether due to a business acquisition, rebranding, or partnership change, transferring trademark ownership in Brazil requires a legal process through INPI (Instituto Nacional da Propriedade Industrial).
If a trademark transfer is not properly registered, the new owner cannot claim legal rights over the brand, which may lead to legal disputes.
In this article, we’ll explain how to legally transfer trademark ownership in Brazil, the required steps, and common mistakes to avoid.
1. What Is a Trademark Transfer?
A trademark transfer (cessão de marca) is the legal process of changing the ownership of a registered trademark from one entity (seller) to another (buyer).
✅ Examples of Trademark Transfers:
- A company sells its entire brand to another business.
- A business partner leaves the company, transferring ownership to the remaining partners.
- A startup is acquired, and the new parent company takes control of the trademark.
📌 Important:
- A trademark transfer must be recorded with INPI to be legally valid.
- After the transfer, the new owner gains full rights to the trademark.
2. What Types of Trademark Transfers Exist?
2.1 Full Transfer (Total Assignment)
- The trademark owner transfers 100% of the rights to another individual or company.
- The new owner has complete control over the brand.
✅ Example: A beverage company sells its registered trademark to a larger competitor.
2.2 Partial Transfer (Assignment for Specific Goods/Services)
- The owner transfers the trademark for only some of the registered goods/services.
- The original owner retains rights for other product categories.
✅ Example: A technology company sells its brand name for smartphones but keeps it for laptops and tablets.
📌 Important: Partial transfers must comply with INPI’s classification system.
3. Step-by-Step Guide to Transferring a Trademark in Brazil
Step 1: Verify Trademark Registration Status
Before transferring ownership, ensure the trademark is registered and active with INPI.
🔍 How to Check a Trademark’s Status:
- Go to www.inpi.gov.br.
- Search for the trademark registration number.
- Confirm that the trademark is valid and in the correct owner’s name.
📌 If the trademark is still in the application process (not fully registered), it can still be transferred, but the new owner must continue the registration process.
Step 2: Draft a Trademark Transfer Agreement
A Trademark Transfer Agreement (Contrato de Cessão de Marca) is a legal document that confirms the transfer of ownership.
📌 Key Clauses to Include:
✅ Details of the Current and New Owner – Name, CPF/CNPJ (tax ID), and business information.
✅ Trademark Information – Trademark name, registration number, and classification.
✅ Type of Transfer – Full (total) or partial assignment.
✅ Transfer Price – If applicable, the amount paid for the trademark.
✅ Responsibilities and Guarantees – Ensures the trademark is free from legal disputes.
🚨 Tip: Always have the contract notarized and, if necessary, seek legal assistance for complex transactions.
Step 3: Submit the Trademark Transfer Request to INPI
To officially change ownership, the new owner must register the transfer with INPI.
📌 How to Submit the Transfer Request:
1️⃣ Access the INPI Online System and select “Trademark Assignment.”
2️⃣ Upload the Required Documents:
- Signed Trademark Transfer Agreement.
- Proof of payment of INPI fees.
- Identification documents of both parties.
3️⃣ Pay the INPI Processing Fee (varies depending on business type).
4️⃣ Submit the application and wait for INPI’s review.
Step 4: INPI Examination and Approval
INPI will analyze the transfer request, ensuring:
✅ The trademark exists and is valid.
✅ The agreement meets legal requirements.
✅ There are no legal disputes affecting the transfer.
📌 Processing Time: The transfer process usually takes 3 to 6 months.
Step 5: Receive the Updated Registration Certificate
Once approved, INPI updates the official trademark records, and the new owner receives an updated registration certificate confirming ownership.
✅ The new owner can now legally use, license, or enforce the trademark.
4. Can You Transfer a Trademark That Is Still Pending Approval?
Yes! Even if the trademark application is not yet approved, the owner can still transfer it. However, the new owner must complete the registration process with INPI.
📌 Important: If INPI rejects the application later, the new owner loses the rights to the trademark.
5. Can a Trademark Be Transferred to an International Owner?
Yes! A Brazilian trademark can be transferred to a foreign individual or company, but:
✅ The new owner must have a representative in Brazil.
✅ The transfer must comply with INPI’s legal requirements.
6. What Happens If the Transfer Is Not Registered with INPI?
If the trademark transfer is not officially registered, the new owner does not have legal rights over the trademark. This means:
🚨 They cannot enforce trademark rights against infringers.
🚨 The previous owner is still legally responsible for the brand.
🚨 The transfer could be challenged in court.
📌 Tip: Always complete the transfer process through INPI to ensure full legal protection.
7. Common Mistakes to Avoid
❌ Not Registering the Transfer with INPI – Without INPI approval, the new owner has no legal trademark rights.
❌ Failing to Check for Legal Disputes – Ensure the trademark is not involved in lawsuits before purchasing it.
❌ Not Specifying the Transfer Type – Clearly define if it’s a full or partial transfer.
❌ Ignoring INPI Renewal Deadlines – The new owner must renew the trademark every 10 years.
Conclusion
Transferring a trademark in Brazil is a legal process that requires careful documentation, INPI registration, and compliance with intellectual property laws. Whether selling a brand, restructuring a company, or transferring ownership between partners, it is crucial to complete the process correctly to avoid legal risks.
✅ Register the transfer with INPI to secure legal rights.
✅ Draft a clear transfer agreement specifying ownership details.
✅ Ensure the trademark is active and free from legal disputes.
By following the right steps, businesses can successfully buy, sell, or transfer trademarks, ensuring full protection of their brand assets.
