Trademark Due Diligence Checklist: What to Check Before Buying

When you buy a business, part of its value may depend on the name people recognize. Before committing, you need to establish who owns that name, what protection exists, and whether restrictions could interfere with your plans.

A trademark due diligence checklist gives the review a clear structure. It should help you answer three questions: What rights are included? What could weaken their value? What needs to happen before the deal closes?

Use the checklist below to organize the evidence and flag issues for the professionals advising on your transaction. The depth of review should reflect the importance of the brand, the countries involved, and the deal structure.

Trademark due diligence checklist at a glance

For each check, record the evidence reviewed, any missing information, and the person responsible for the next action.

1. Define the transaction and priority brands

Start with what you are acquiring and how you intend to use it.

In a share purchase, the company holding a trademark may remain its owner. In an asset purchase, specified trademark rights may need to move to the buyer. The transaction structure therefore affects the ownership review and the documents required.

Establish:

• Which businesses, brands, product names, logos, and slogans are included.
• Which marks contribute most to revenue or business recognition.
• Where the business currently operates.
• Which countries, products, or sales channels feature in the buyer’s plans.
• Whether any brands or territories are expressly excluded.

Prioritize the rights that support the purchase price and growth plan. A minor legacy logo and the brand used on every product should not receive identical attention.

2. Build and verify the trademark inventory

Ask for a portfolio schedule covering registered marks, pending applications, and unregistered marks used by the business. Request details of expired or abandoned rights where they may help explain a gap.

For each application or registration, capture:

• The mark and its application or registration number.
• The applicant or recorded owner.
• The country or regional system.
• Current status.
• The goods and services covered.
• Relevant filing, registration, and maintenance dates.

Compare the schedule with official records and the business’s website, packaging, product catalogue, and advertising.

This comparison helps identify assets that the seller’s spreadsheet may miss. For example, the business may have launched a new product name without adding it to the portfolio schedule.

Treat discrepancies as questions to investigate. An outdated spreadsheet does not establish that a right is missing, but it does mean the inventory needs verification.

3. Confirm ownership and the chain of title

The company selling the business may not own every trademark associated with it.

A founder may have filed personally. A group company may hold the portfolio. An earlier acquisition may have left incomplete transfer documentation.

Trace ownership through the relevant assignments, mergers, and name changes. Check whether the documents identify the correct parties and rights, and have local counsel assess any requirements affecting the transfer.

Compare those documents with the current register. In the United States, the USPTO explains that recording an assignment does not determine its validity. A database entry therefore does not replace review of the underlying documents.

Separate an unrecorded transfer from a missing or defective transfer. They may require different corrective work.

Where ownership is unclear, identify what evidence or legal steps are needed before treating the mark as an asset the seller can deliver.

4. Check status, coverage, and deadlines

A registration certificate is a starting point. Check the current record for changes, restrictions, cancellations, and outstanding proceedings.

Then compare protection with the commercial plan:

• Does the registration cover the relevant products or services?
• Does it protect the name, logo, or version actually being used?
• Is protection in place in the countries that matter to the deal?
• Are important rights still pending?
• Are maintenance or response deadlines approaching?

Read the actual goods and services wording, rather than relying only on class numbers.

Trademarks are territorial, as WIPO’s guidance on trademark protection explains. Protection in one market should not be treated as protection everywhere. For Madrid System registrations, examine the status and scope of protection in each relevant designated jurisdiction.

Also check maintenance requirements locally. For example, US registrations require specified maintenance filings; checking a renewal date alone may leave an incomplete picture.

Assign responsibility for deadlines falling during negotiations and immediately after closing.

5. Review evidence of use

Ask for evidence showing how, where, and when important marks have been used.

Useful material may include dated invoices, packaging, catalogues, advertising, and website records. Organize it by mark, country, relevant goods or services, and date.

Look for practical discrepancies:

• A registered logo has been replaced with a substantially different design.
• The business stopped selling an important product line.
• Sales evidence relates to a different territory.
• A licensee uses the mark, but the supporting agreement is missing.

The legal significance of use, non-use, and changes to a mark depends on the jurisdiction and circumstances. Request a local assessment where the evidence raises concerns.

Avoid treating one recent screenshot as evidence for the entire portfolio. The review should establish whether the available material addresses the rights and periods that matter.

6. Examine licences and contractual restrictions

Review agreements that affect the business’s ability to use, license, transfer, or expand its brands.

These may include:

• Inbound and outbound trademark licences.
• Franchise and distribution agreements.
• Coexistence agreements and settlements.
• Security agreements and other financing documents.
• Agreements from previous acquisitions.

Check for territorial limits, product restrictions, exclusivity, termination rights, quality-control obligations, and any consent requirements relevant to the transaction.

WIPO distinguishes licensing a right from transferring ownership. Establish which arrangement supports each commercially important brand.

Ask transaction counsel to determine whether relevant security interests require searches beyond trademark registers and what releases may be needed.

The key business question is straightforward: Can the buyer use the brand as planned after closing?

7. Investigate disputes and third-party rights

Request details of pending and threatened disputes, including oppositions, cancellation proceedings, infringement claims, and cease-and-desist correspondence.

Include resolved disputes in the review. A settlement may continue to restrict where or how the business uses its brand.

For each material matter, identify:

• The rights and territories involved.
• The current procedural stage.
• Upcoming deadlines.
• Existing advice and available supporting evidence.
• Potential effects on sales, expansion, or continued use.

Consider whether updated searches are needed for priority brands and planned markets. iGERENT’s International Trademark Search Service can help assess potentially conflicting marks when evaluating registration or expansion plans.

A trademark search is one part of due diligence. Ownership documents, contractual restrictions, and dispute records still require separate review.

8. Check domains and related brand assets

Identify the domains and digital accounts the business relies on, and establish who controls them.

Check the registered domain holder, registrar access, renewal arrangements, and any relevant disputes. For social media, marketplaces, and other platforms, review account control and the platform’s rules for changes in ownership or access.

Do not assume that transferring a trademark automatically transfers a domain or platform account.

Where logos, packaging, or other creative materials are commercially important, flag the associated copyright and design rights for appropriate review.

The practical objective is continuity: the buyer should know what steps are required to keep using the brand’s essential digital assets after closing.

9. Prioritize findings and plan corrective action

Turn the findings into a decision document.

For each issue, record:

• Finding: What has been identified?
• Evidence: What supports it, and what remains missing?
• Business impact: Which operations or plans could it affect?
• Action: What investigation or corrective work is proposed?
• Responsibility: Who will complete it, and by when?
• Completion evidence: What will demonstrate that the issue has been addressed?

Distinguish issues that need resolution before closing from those requiring further investigation or agreed post-closing work. Transaction counsel can advise on how findings should affect deal terms.

Example: a founder owns the main trademark

Suppose a buyer plans to acquire a company, but the company’s main trademark is registered in its founder’s personal name.

This hypothetical finding should trigger a review of the underlying ownership documents and the arrangements under which the company uses the mark. If the founder owns it, buying the company’s shares alone would not acquire that separately owned asset.

The next step is to establish the required transaction arrangements and transfer formalities, with an identified person responsible for completing them.

The lesson is practical: connect each finding to a specific decision or deliverable.

Documents to request from the seller

Use this list to organize the initial request:

• A complete trademark portfolio schedule.
• Registration certificates, application records, and material office correspondence.
• Assignment documents and relevant corporate name-change or merger records.
• Evidence of use for priority marks.
• Licences, coexistence agreements, settlements, and relevant distribution or franchise agreements.
• Financing documents affecting trademark assets and any release documentation.
• Records of pending, threatened, and resolved disputes.
• Previous search reports and relevant legal assessments, subject to advice on confidentiality and privilege.
• A deadline calendar and details of who currently manages it.
• Domain ownership records and digital account control information.

Ask the seller to identify unavailable documents explicitly. An unanswered request should remain visible as a gap, rather than being treated as confirmation that no issue exists.

Frequently asked questions

What should a trademark due diligence checklist include?

It should cover the portfolio inventory, ownership, status, territorial and product coverage, use, agreements, disputes, and related digital assets. Each material finding should have a proposed action, an owner, and a deadline.

Which documents should I request from the seller?

Start with the portfolio schedule, application and registration records, ownership documents, evidence of use, relevant agreements, dispute records, and deadline calendar. Add domain and account-control information where those assets support the brand.

Is a trademark search enough for due diligence?

No. A search helps assess potentially conflicting rights, but the review must also examine ownership, restrictions, use, maintenance, and disputes.

How should international trademarks be reviewed?

Check protection and status in each relevant country or region, including the relevant designations of Madrid System registrations. Assess local requirements against the business’s current activities and the buyer’s plans.

What happens if the review reveals an ownership gap?

Determine whether the issue concerns missing records, an unrecorded transfer, or a more substantive ownership problem. Obtain advice on the evidence and corrective steps needed, and decide how the issue should be handled in the transaction.

Disclaimer: This article is for general information only, not legal advice. Trademark and transaction rules vary by country and the specific facts of each case.

Address gaps in your trademark protection

A completed trademark due diligence checklist should leave you with a clear picture of the rights supporting the business and a plan for unresolved issues.

If the review identifies countries or products where new protection is needed, explore iGERENT’s International Trademark Registration Service to plan the appropriate filings.

Still have questions? Contact iGERENT for a free, no-obligation quote.