Reviewed by Thomas Phung, Esq., trademark attorney · Part of our Industry & business guides guide
Short answer: A trademark can be sold through a written assignment, but it must transfer together with the goodwill of the business it represents. Record the assignment with the USPTO, ideally within three months, so the new owner is protected. If you want someone else to use your mark without selling it, use a written license that lets you control quality.
What is a trademark assignment?
An assignment transfers ownership of a trademark — and any federal registration or pending application — from one owner to another. It is how a brand moves when a business is sold, when a founder moves a mark into an LLC, or when companies merge.
Why does goodwill have to transfer with the mark?
A trademark represents the reputation of a particular source of goods or services. Selling the name alone, separated from the business behind it, is called an assignment “in gross,” and it can be invalid. A proper assignment states that the goodwill associated with the mark transfers too, and in practice the buyer continues offering the same kind of goods or services.
Can I assign an intent-to-use application?
Generally not before you file an allegation of use. Federal law bars assigning an intent-to-use application until use is shown, unless the assignment goes to a successor to the applicant’s business, or the portion of it the mark relates to. An improper assignment can void the application. See the Section 1(b) timeline.
Why should the assignment be recorded with the USPTO?
Recording puts the world on notice of the new owner. Under federal law, an unrecorded assignment can be void against a later purchaser who buys the same mark without notice, unless it was recorded within three months or before that later purchase. Recording also lets the new owner take over the registration and receive USPTO correspondence and maintenance deadlines.
Common situations
- Selling your business: the purchase agreement should list each mark, registration, and application and include a separate short-form assignment for recording.
- Moving a mark into your LLC: if you filed in your own name, an assignment to the company aligns ownership with the business. See filing as an individual or a business entity.
- A co-founder leaving: confirm in writing who owns the brand before anyone walks away.
Licensing: letting others use your mark
A license lets someone use your trademark while you keep ownership — franchisees, distributors, or a related company. The license should require the licensee to meet your quality standards and give you the right to check. A license with no quality control, called a “naked license,” can weaken or even destroy your rights.
Before you sign a purchase agreement or license, have a trademark attorney confirm who actually owns each mark and that the paperwork will hold up. We also handle maintenance and renewals after a transfer.
Frequently asked questions
Can I sell my trademark separately from my business?
Not by itself. A trademark must be assigned together with the goodwill it represents. Selling the name alone, without the associated business goodwill, can make the assignment invalid.
Do I have to record a trademark assignment with the USPTO?
Recording is not required for the assignment to be valid between the parties, but it is strongly recommended. An unrecorded assignment can be void against a later purchaser without notice unless recorded within three months or before that later purchase.
Can an intent-to-use trademark application be assigned?
Generally not until an allegation of use is filed, unless the assignment is to a successor to the applicant’s business. An improper assignment can void the application.
What is the difference between a trademark assignment and a license?
An assignment transfers ownership of the mark. A license lets someone else use the mark while you keep ownership and control the quality of the goods or services.
This article is general information, not legal advice. Every situation is different — talk to a trademark attorney about yours.