How do I transfer a trademark when buying a business?

For many small businesses the name is a substantial part of what is being bought, and it is one of the assets most often handled casually. The treatment splits sharply depending on whether anyone ever registered it.

Registered marks: assign, then record

A registered trademark is transferred by a written assignment between the parties. Recording that assignment with CIPO is the step that is easy to postpone and should not be — an unrecorded assignment leaves the register naming the seller, which complicates enforcement against an infringer and raises questions for any future buyer or lender.

Check who actually owns it before you negotiate for it

Marks are often registered in the name of a founder personally, or of a holding company that is not the entity being sold, or of a predecessor that was wound up. Search the register for the actual owner rather than assuming it is the vendor, because a seller cannot assign what it does not hold.

Unregistered brands are the common case

Most small businesses never registered. Rights in an unregistered name arise from use and reputation, they are narrower and harder to enforce, and there is no register entry to transfer. What the agreement can do is assign the goodwill, assign any common-law rights, require the seller to stop using the name, and have the seller consent to a future registration by the buyer.

Do not stop at the trademark

The brand in practice is also the domain, the social accounts, the review profiles and the business listings. Each transfers by its own mechanism and none of them follow automatically from a trademark assignment. List them individually in the purchase agreement; a brand transferred without its domain is half a brand.