Industrial Property Law

Trademarks, which are a means of making it possible to attract customers, are an essential element of the business to which they are attached . The transfer of a business, including pursuant to a contractual obligation, entails the transfer of the rights attached to the trademark, unless there is an agreement to the contrary or unless it is clear from the circumstances of the transfer  that the ri …

Transfer of the business

Trademarks, which are a means of making it possible to attract customers, are an essential element of the business to which they are attached . The transfer of a business, including pursuant to a contractual obligation, entails the transfer of the rights attached to the trademark, unless there is an agreement to the contrary or unless it is clear from the circumstances of the transfer  that the rights are not transferred (Art. L. 714-1, para. 2, IP Code).

The transfer of a trademark as part of a sale of a business or customer base is subject to the proportional transfer tax applicable to transfers of businesses under Article 719 of the Commercial Code, and not to the fixed tax under Article 731 of the General Tax Code applicable to transfers of trademarks alone. This is the case for the transfer of a trademark that enjoys a reputation and recognition and, consequently, its own clientele, and which confers on the transferee the ownership of all the elements constituting the business relating to the manufacture and sale of the products covered by the trademark. In effect, when a trademark or intellectual property rights are transferred at the same time as the business on which they depend, they constitute an element of the business and are subject, along with all the other elements, to the transfer duties applicable to transfers of businesses, since the acquisition confers on the transferee ownership of the entire business of the products covered by the trademark, even if the transfer of the business was made by two transferors for the benefit of two purchasers .

Cass. com., 24 March 1980, LawLex202200000978JBJ. 

Cass. com. 23 October 2007, LawLex202200001214JBJ.

Industrial Property Law

127. Transfer of the business

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127. Transfer of the business

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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