When a group restructuring moves the rights: what to do first
A group restructuring — a merger, a demerger, a share transfer, or an internal reorganisation between related entities — moves the ownership of IP assets from one company to another. The licence agreement, the register entry, and the royalty flow do not move by themselves. Before the corporate step is signed, check what happens to each right, each licence, and each recordal separately.
The legal basis for separating rights from the corporate step
A corporate act and an IP transfer are two different events, and EU law treats them differently depending on the right. For an EU trade mark, a change of proprietor is recorded in the register kept under A franchise partner leaves with the sign trade mark logic: ownership on paper follows the deed, but third parties dealing with the mark rely on what the register shows under Regulation (EU) 2017/1001 (EUTMR). A future unitary patent moves with the corporate succession under Regulation (EU) No 1257/2012, but a register update is still the safe course. Software copyright, protected under Directive 2009/24/EC, and database right, protected under Directive 96/9/EC, transfer with the assets of the entity that holds them — subject to whatever the licence with the counterparty already says.
| Right | Moves automatically with the corporate act? | Recordal needed | Governing act |
|---|---|---|---|
| EU trade mark | No — requires a separate assignment recorded | Yes, in the EUTM register | Regulation (EU) 2017/1001 (EUTMR) |
| Unitary patent | Generally yes, via succession | Register update advisable | Regulation (EU) No 1257/2012 |
| Software copyright | Yes, with the transferring entity's assets | No statutory recordal | Directive 2009/24/EC |
| Database right | Yes, as a right separate from copyright | No statutory recordal | Directive 96/9/EC |
What changes in practice
A licence agreement usually names one licensor entity and one licensee entity. When the restructuring replaces that entity, the licence does not follow automatically unless it says so. Many licences include an anti-assignment clause or a change-of-control clause, and either one can allow the counterparty to terminate rather than continue with a new party. Deadlines for notifying the counterparty are set in the contract, not by statute, and they start running from the date of the corporate step, not from the date anyone notices.
Software assets carry a further risk. A codebase transferred between group entities may include open-source components with licence terms of their own, and those terms travel with the code regardless of which entity holds it. Checking for this before the restructuring is cheaper than checking after — see When open source is found inside a deliverable: what.
What to do first
- Inventory every registered right — trade marks, patents, domain names — and record who is the current owner of record for each.
- Pull every licence in and out of the group and check for assignment, consent, and change-of-control clauses.
- Separate mandatory recordals from optional ones. Registered rights usually need a filed assignment; unregistered rights need a clean chain of title in the deed.
- List the software and database assets apart from general goodwill, and flag any open-source or third-party licensed component.
- Notify counterparties within the deadline set by each licence, not after the corporate step closes.
- File the recordals with the relevant registers once the deed is signed, and keep evidence of the filing date.
Who decides
The corporate body — board or shareholders, depending on the entity and the type of step — approves the restructuring itself. The IP office records the change of ownership based on the deed submitted to it; it does not assess whether the restructuring was commercially sound. A dispute over whether a licence survived the change of entity is decided by the forum named in that licence, or by the courts if the licence is silent. If the timeline is tight, How to reach a partner and get a same-day read on which recordals are mandatory before the closing date.
Common branches
- If the restructuring is an asset transfer rather than a universal succession, each registered right needs its own assignment deed — a general transfer agreement does not cover IP by implication.
- If it is a merger by absorption with universal succession, the right transfers by operation of the corporate law act, but the register still needs updating to bind third parties.
- If the group's IP includes tokenised rights recorded on a distributed ledger, the restructuring must update both the on-chain record and the underlying legal title, or the two can fall out of step — see When a transfer on-chain is not recorded off-chain in.
What this page does not cover
This page does not cover the corporate law procedure for the merger or demerger itself, the tax treatment of the intra-group transfer, or the valuation of the rights being moved. It also does not cover jurisdictions outside the EU trade mark and unitary patent systems named above; a national right follows its own national procedure.
Verified
Checked against Regulation (EU) 2017/1001 (EUTMR), Regulation (EU) No 1257/2012, Directive 2009/24/EC, and Directive 96/9/EC, current at the time of publication. Where a licence's own deadlines apply, this page describes the mechanism, not a fixed number — the contract governs.
Related situations
Restructurings that move IP rights often move royalty flows at the same time. If a royalty payment now crosses a different border than before, see Withholding tax hits the royalty flow IP licence.
Frequently asked questions
What is the first step when a group restructuring moves the rights?
Build an inventory of every registered right and every licence naming the transferring entity, before the corporate step closes.
Which deadline is already running?
There is no single statutory clock for recording an IP transfer. The deadline that matters is the notification or consent deadline set in each licence, and it starts on the date of the corporate step.
Who decides, and on what evidence?
The corporate body decides the restructuring; the relevant register records the change of ownership based on the assignment deed filed with it; a court decides only if a counterparty disputes that a licence survived the change.