Recordal of Trademark Assignments in Nepal

The deed and the register: two different events

Section 21D provides for the transfer of ownership of registered IP, and Section 22 maintains the register that records who holds what. The deed effects the transfer contractually; the recordal makes it effective on the register — which is the version of ownership the Department, the courts and the market rely on.

Practically: until recordal, renewal notices go to the assignor, an opposition in the assignee's name can stumble on standing, and a licensee paying royalties has no register-verified landlord. The recordal is not a formality after the deal — it is the step that moves the asset.

• Deed = contract between assignor and assignee
• Recordal (Section 21D) = the register reflects the new owner
• Unrecorded: renewals, notices and enforcement still route to the old owner

The filing: documents and fee

The recordal application goes to the Department of Industry with a compact, standard set — and the assignments that record smoothly are the ones whose papers were assembled as part of the deal, not afterwards.

• Assignment deed — written, signed by both parties, defining the rights transferred (which marks, which classes, with goodwill or without)
• Registration certificate(s) — for each right assigned
• Corporate documents — both parties' registrations/incorporation papers where companies are parties
• Power of Attorney — where an agent files
• Fee: NPR 2,000 per trademark (patents NPR 5,000, designs NPR 3,000, per Schedule 3)

Drafting points that prevent recordal friction

The deeds that record without friction share a few drafting habits. Identify the marks by registration number and class, not by brand name alone. State whether goodwill passes — in Nepal as elsewhere, an assignment of the mark without the business it belongs to invites validity questions. Cover pending applications explicitly, since a brand often includes marks still on the journey to registration. And where only part of a portfolio transfers, define the boundary precisely.

For cross-border deals, add the localisation layer: the Nepalese recordal runs on documents the Department can read and rely on — translated and, where appropriate, notarised or legalised versions of the foreign deed and corporate papers.

• Identify marks by registration number + class; cover pending applications too
• Address goodwill explicitly
• Foreign deeds: translate, and match names exactly to the certificates

Related recordals that ride along

Deals rarely change ownership alone. The same visit to the register usually needs: name or address changes for the surviving entity (NPR 1,000 per mark), licence recordals where the deal includes a licence-back, and an updated correspondence address so future renewal notices reach the right desk. Bundling the recordals into one instruction is cheaper and safer than discovering them one missed notice at a time.

And the clock does not stop for the paperwork: renewal anniversaries run through the transition. A deal closing in a renewal year should assign responsibility for the renewal explicitly — the most expensive sentence to leave out of a share purchase agreement.

The register is the asset

An acquirer's diligence question is never 'is there a deed?' — it is 'does the register show the right owner?' Every downstream act of value (renewal, opposition, licensing, enforcement) keys off the register entry. Keeping it current is what makes a trademark an asset rather than an argument.