Valuation for a transfer: what the decision maker looks at
A transfer of intellectual property rights needs a figure both sides can defend later. The decision maker — the person with signing authority for the assignment or licence — checks the asset register, the chain of title and comparable deals before agreeing that figure. Missing evidence at this stage delays signature. It does not stop the transfer; it postpones it.
What changes once valuation starts
Valuation is not a separate step that happens once and closes. It runs alongside due diligence and shrinks or grows as documents arrive. A gap in the chain of title found in week two changes the figure discussed in week one. Parties who treat valuation as a fixed number set too early usually renegotiate later, at a worse moment than the first draft.
The scope of the underlying right matters as much as the figure. A portfolio that includes a database component is reviewed for what changed in scope of database rights ownership of before anyone puts a number against it — a right that has narrowed or shifted owner changes what is actually on the table.
Stages, documents and who acts
The table below sets out the typical sequence for a straightforward bilateral transfer. Multi-jurisdiction deals or contested title add stages, not fewer.
| Stage | Document produced | Who acts | Typical timing |
|---|---|---|---|
| Asset scoping | Register extract, portfolio list | Rights holder's counsel | Week 1 |
| Chain-of-title check | Assignment history, prior licences | Both sides' counsel | Weeks 1–2 |
| Comparable review | Market data, prior comparable deals | Valuer or in-house finance | Weeks 2–3 |
| Draft figure | Valuation memo | Decision maker | Week 3 |
| Sign-off | Board minute or delegated approval | Decision maker | Weeks 3–4 |
Each stage needs a named owner. A stage without an owner is the most common cause of a stalled file, more common than a disputed figure.
Who decides
"Decision maker" is a function, not always a job title. In a small company it may be the founder. In a group, it is usually a named officer with delegated signing authority, confirmed in a board minute. Confirming who holds that authority is worth doing before the valuation memo is drafted, not after — a figure agreed by someone without authority has to be re-agreed. Our page on who signs the work explained sets out how that authority is recorded on a file.
The point of no return
Once the figure is written into the signed transfer agreement, it stops being a working number. Changing it afterwards is not an amendment; it is a new negotiation, usually with a new document and new consideration. Parties who want flexibility build it in beforehand — an earn-out clause or a review date — rather than relying on goodwill after signature.
Forks
If the transfer includes software, the decision maker checks the licence stack and any escrow arrangement for the source code before fixing a figure — an unresolved third-party licence changes what is actually being transferred.
If part of the portfolio is under active dispute, for example a contested mark, the figure typically waits on the outcome. The procedural pattern for that kind of dispute is set out in interim relief in brand disputes, and the same waiting logic applies to a transfer valuation.
If the asset is tokenised or otherwise represented on a digital register, the decision maker first confirms the referenced work still exists on that register in the form described. Where it has been removed, valuation cannot proceed on the old description — see crypto services the referenced work is removed in practice for what the register shows in that situation.
Limit
This page sets out procedure: sequence, documents, and the roles that act at each stage. It does not produce a number, does not guarantee an outcome, and does not replace a signed valuation memo. Statutory questions specific to your jurisdiction sit on the relevant thematic page for your right, not here.
Related publications
A transfer inside a group structure follows a related but distinct sequence, with its own approval chain. See group restructuring of rights step by step.
Verified
Reviewed: 6 March 2025. This is a procedural page. It sets out sequence, documents and roles, and does not cite statutes or regulations — any statutory question belongs on the relevant thematic page for the right in question.
FAQ
How long does valuation for a transfer take in practice?
A straightforward bilateral transfer with a clean chain of title typically runs three to four weeks from scoping to sign-off. A contested title or a multi-jurisdiction portfolio adds weeks, sometimes months, because each added register or dispute is a separate check.
Which documents are needed to start?
A register extract or portfolio list, the assignment history for each right, and a note of any existing licences over the same assets. Without these three, scoping cannot begin, whatever the deadline pressure.
What happens if the other side does not respond?
The file does not close itself. Silence is treated as an open item at the chain-of-title stage, and the decision maker either extends the deadline in writing or proceeds on the last confirmed position, flagged as provisional in the valuation memo.