Transferring Your China Trademarks: How to Move Them Safely and Strategically
If your China trademarks are still owned by your China-based entity or by a company actively doing business in China, you're exposed to significant legal and operational risks. These trademarks are valuable IP assets—but because they are registered in China, they remain subject to the jurisdiction of Chinese authorities. This means they can be frozen, seized, or otherwise affected by government intervention, commercial disputes, or creditor actions, sometimes without prior notice.
In this post, we explain why foreign businesses should consider transferring their China trademarks to a safer, more insulated entity—and how to go about it effectively.
Why You Shouldn't Let a China-Based Entity Own Your Trademarks
Trademarks registered in China and held by entities operating in or connected to China are especially vulnerable. Chinese courts and administrative authorities have broad powers to restrict or transfer local assets as part of enforcement actions. These powers can be triggered by a wide range of issues, including regulatory investigations, tax audits, Sinosure-related debt claims, and third-party litigation.
Case in point: Our international dispute resolution team regularly assists clients whose China-registered trademarks have been frozen or jeopardized due to enforcement actions by Sinosure or private creditors.
The Strategic Move: Use an Offshore Trademark-Holding Entity
One way to insulate your China trademarks from risk is to assign them to an offshore holding entity that is:
- Not conducting business in China;
- Not directly exposed to Chinese litigation risk; and
- Specifically structured to hold and manage IP assets.
Assigning your China trademarks to such an entity can help decouple them from legal, tax, or regulatory issues faced by your operational companies in China. This can act as a form of risk isolation, particularly in the event of disputes or enforcement actions targeting your China-based subsidiaries or partners.
That said, it's important to remember: China trademark registrations remain subject to Chinese law, and Chinese courts and the China National Intellectual Property Administration (CNIPA) retain full authority over them—regardless of who owns them. Transferring the trademark offshore reduces the chance it becomes entangled in local disputes, but it doesn't place the registration beyond the reach of China's legal system.
Favorite jurisdictions for trademark holding entities:
- British Virgin Islands (BVI) – Tax-neutral and widely used for asset holding. This often makes sense for non-American companies.
- Wyoming (USA) – This is my law firm's favorite jurisdiction because it provides for substantial privacy rights and—so far anyway—none of our clients has ever had any issues with China arising from parking its trademarks with a Wyoming entity. Also, the cost of setting up and dealing with the tax ramifications of having a company here is relatively low.
Trademark Transfers in China: The Legal Framework
China's National Intellectual Property Administration (CNIPA) governs all trademark assignments. To legally transfer a trademark, the transferor must be the current, registered owner (or applicant, in the case of pending applications).
Note that if your company has changed names (e.g., due to a merger or restructuring), CNIPA will reject the transfer unless your company first updates the name on file.
Eligible transferees:
- Foreign companies (including offshore holding entities)
- Chinese legal entities
- Individuals (Chinese or foreign)
What You Can—and Can't—Transfer Under China Trademark Law
China imposes strict rules to ensure that transfers don't create confusion in the market. Far too often, when we have spoken with a company that assures us all its trademarks were transferred "years ago" out of China, we discover that they are actually still sitting right there—because the foreign lawyers tasked with the transfers did not know what they were doing, and they hired China-based lawyers who also did not know, or did not care.
You'll need a local Chinese lawyer to complete the transfer—but success depends on your foreign counsel selecting the right local partner and knowing how to manage the process within China's legal system. Many foreign lawyers mismanage this step, leading to failed transfers.
1. All similar trademarks must be transferred together
If you own multiple similar or identical trademarks in the same or closely related classes in China, CNIPA typically requires them to be transferred together. Partial transfers may be denied if they risk misleading consumers or causing confusion. While partial transfers are allowed in some situations, CNIPA reviews these on a case-by-case basis, and the rules can be complex and unpredictable. If the process falters, you'll need experienced IP lawyers to get it back on track—before government action or creditors like Sinosure step in.
2. Multi-class trademarks must be transferred as a whole
CNIPA generally requires that the entire registration be transferred as a whole — partial transfers by class are not permitted unless the registration is first split (which is not always allowed). Even when multiple registrations exist for the same mark in related classes, CNIPA may require that they be transferred together to avoid misleading consumers or brand fragmentation.
Required Documents for Transferring a China Trademark
Here's what you'll need to file a trademark transfer application in China:
1. Power of Attorney (POA)
Signed by both transferor and transferee.
2. Business license or ID
For both parties. Companies must provide business registration documents; individuals must submit a passport or national ID.
3. Trademark Assignment Agreement
A Chinese-language assignment agreement.
4. Special documents (if applicable)
If the assignor no longer exists (e.g., post-merger), you must submit merger certificates, court rulings, or other proof of succession. No POA is needed in these cases.
Step-by-Step: How to Transfer a Trademark in China
1. Gather documents and confirm consistency
All names must match CNIPA records exactly. Fix name discrepancies via a separate recordation if needed.
2. File with the CNIPA via a licensed trademark agent
Submissions are made through the China Trademark Office (CTMO), a CNIPA division.
3. Wait for formal examination
CNIPA checks for completeness, eligibility, and legal compliance.
4. Pay the transfer fee
After approval, CNIPA issues a payment notice. Pay promptly to avoid delays.
5. Receive confirmation and publication
The transfer is published in the China Trademark Gazette and the official register is updated.
6. Get the new registration certificate
CNIPA will issue a new certificate showing the transferee as the owner.
The timeline to complete all of the above is typically 2–3 months, but you should ideally plan for 4–6 months to be safe. In other words, if—like so many—you are preparing to shut down your China entity or even just moving your manufacturing out of China, you should start the process of transferring your China trademarks at least six months before anyone in China knows you will be leaving—and before the attack on your China assets, including your trademarks, begins.
Common Pitfalls and Legal Risks
Even a properly filed trademark transfer can run into problems. Here's what to watch out for:
1. Invalid mark origin
If the trademark was originally registered in bad faith (e.g., hijacking a competitor's name), it may be cancelled post-transfer.
2. Non-use cancellation
If the trademark hasn't been used in China for 3+ years, it can be revoked—even after transfer.
3. Transfer of only partial portfolio
Transferring only some of your similar marks can create enforcement problems and violate CNIPA rules.
4. Conflict with trade names
If the transferor continues using a similar or confusingly related business name after the trademark is transferred, it may hinder the transferee's ability to enforce the mark. This is especially likely if such continued use creates market confusion or undermines the mark's distinctiveness in the eyes of consumers.
5. Cross-border tax issues
Transferring trademarks for consideration can trigger tax liabilities in both China and the transferee's jurisdiction. Seek tax advice before executing the deal.
Frequently Asked Questions (FAQ)
Can I transfer a trademark while it's still under application?
Yes, but the CNIPA will review both the transfer and the underlying application for compliance.
Do the documents need to be notarized?
No.
How long does a trademark transfer typically take?
Expect 2–4 months in straightforward cases. For complex transfers, plan for 6–8 months.
When should I consider transferring a trademark out of China?
1. When you are closing, restructuring, or downsizing your China entity
2. When you are acquiring a company that holds China IP (we are often contacted 2–3 weeks before a U.S. company purchases another U.S. company, only to realize the acquired company owns Chinese trademarks)
3. When you are selling a brand or business line
4. When you are at risk of Chinese legal exposure—which is just about all the time
Move Your China Trademarks NOW—Before It's Too Late
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
