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IP Sale & Transfer

Do I need to notarize the IP assignment agreement?

For filing with Sakpatenti, notarization is generally not mandatory if the agreement is signed digitally or physically by authorized representatives. However, for certain international transfers or if requested by the other party for extra security, notarization might be advisable. We guide you on the formalities required for a smooth registration.

What happens to pending applications during a transfer?

Pending trademark or patent applications can also be transferred. The new owner steps into the shoes of the applicant and continues the registration process. It is crucial to record this change with the patent office immediately so that certificates are issued in the new owner's name.

Can I use IP as collateral for a bank loan?

Yes, intellectual property is a movable intangible asset and can be pledged. To be effective, the pledge agreement must be registered in the registry of Sakpatenti. Banks often require a valuation report and legal opinion on the validity of the IP before accepting it as collateral.

Is there a tax on selling intellectual property?

Yes, selling IP is considered an asset sale and is generally subject to taxation (VAT and Income/Profit Tax) depending on the seller's status (individual or company) and jurisdiction. We provide tax advisory to structure the deal efficiently and ensure compliance with Georgian tax laws.

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The sale and transfer of Intellectual Property (IP) is a legal process involving the complete assignment (alienation) of rights from one entity to another. Unlike licensing, where the owner retains title, a transfer involves a change of ownership, similar to selling real estate. This process is critical during Mergers & Acquisitions (M&A), rebranding, or the monetization of IP assets. In Georgia, the alienation of IP objects (trademarks, patents, designs) requires strict procedural compliance, including registration with Sakpatenti, to ensure the new owner's rights are recognized and protected by law.

What IP Sale & Transfer Services Cover

Specialists on Legal.ge ensure the secure and legal transfer of intellectual property rights:

  • Drafting Assignment Agreements: Preparing documents for the complete alienation of trademarks, patents, designs, and copyrights.
  • IP Audit and Due Diligence: Verifying the "cleanliness" of the asset before transfer—checking for existing licenses, liens, or ongoing disputes.
  • Recording Changes with Sakpatenti: Ensuring the official registration of the change of ownership for registered rights (marks, patents) in the state registry.
  • IP Transfer in M&A: Correctly identifying and re-registering intellectual assets during company acquisitions.
  • Domain Name Transfers: Managing the legal and technical procedures for changing domain ownership.
  • Registration of Pledges: Using intellectual property as collateral for loans and executing the relevant security agreements.

Practical Examples and Scenarios

Rights transfer becomes necessary in many business situations:

  • Selling a Brand: A company sells one of its sub-brands to another entity. A trademark assignment agreement is needed, followed by updating the Sakpatenti registry so the buyer becomes the legal owner.
  • Founder Departure: A co-founder leaves a startup. A patent or software code was registered in their name. Rights must be transferred to the company to avoid future ownership disputes.
  • Bankruptcy Proceedings: During company liquidation, its assets, including IP (brand, technology), are sold at auction to cover debts.
  • Acquiring a Franchise Network: An investor buys an existing business and needs to transfer all related IP rights (logos, recipes) to their name.

Georgian Legal Framework

The alienation of IP is regulated by specific laws depending on the object. The Law of Georgia on Trademarks and the Patent Law of Georgia imperatively require that assignment agreements be in writing and registered with Sakpatenti. Without registration, the transfer is void. Copyright transfer (e.g., literature, code) is regulated by the Law of Georgia on Copyright and Related Rights, where registration is not mandatory, but a written form is essential. The Civil Code of Georgia is also relevant, defining general rules of sale and purchase.

The Process: Working with a Specialist

Secure transfer of rights involves the following steps:

  1. Asset Identification: Precisely defining what is being transferred (e.g., rights valid only in Georgia or international rights).
  2. Status Check: The lawyer checks the Sakpatenti database to ensure the right is valid and free of attachments or liens.
  3. Executing the Agreement: A Deed of Assignment is drafted, fixing the price and conditions.
  4. State Registration: The lawyer files an application with Sakpatenti to register the change.
  5. Confirmation: An extract from the registry is issued in the name of the new owner.

Why Legal.ge?

Incorrect transfer of intellectual property can lead to the loss of the asset or the nullification of its value. Legal.ge allows you to connect with qualified lawyers who know Sakpatenti procedures and can ensure the complete legal cleanliness of the transaction. Find specialists on Legal.ge and conduct your IP buying and selling without risks.

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