Trademark Licence Recordal in China: What an Unrecorded Licence Costs You
Brand owners license their marks in China to distributors, franchisees, manufacturers and group companies all the time. Many sign the licence and stop there, without recording it with the China National Intellectual Property Administration (CNIPA). The contract still binds the two parties, but an unrecorded licence leaves both sides exposed once a third party is involved. This guide explains what recordal does, what it requires and how to structure a licence for China.
What the law says
Under Article 43 of the PRC Trademark Law, a licensor must report the licence to CNIPA for recordal, and CNIPA publishes it. A licence that has not been recorded cannot be asserted against a third party acting in good faith. In practice this matters when the licensor later assigns the mark, grants a conflicting exclusive licence, or becomes insolvent: an unrecorded licensee has a much weaker position.
Why licensees need it
A licensee that enforces the mark, whether through an e-commerce platform takedown, customs or the courts, has to prove its right to act. A recordal notice proves it at once. With only a private contract, platforms and courts often ask for further authorisation letters from the licensor, which costs time. The type of licence also decides who may sue: an exclusive licensee can sue in its own name; a sole licensee can sue if the licensor does not; a non-exclusive licensee needs express authorisation from the licensor.
What recordal requires
- A recordal application signed by the licensor.
- Identity documents of licensor and licensee.
- The licence contract, or a licence statement showing the type of licence, the term and the goods or services covered.
- A power of attorney if an agent files. Foreign licensors without a business presence in China must file through a Chinese trademark agency.
The licensed goods must fall within the registered specification, and the licence term cannot run beyond the registration's expiry date.
Quality control and labelling
The licensor must supervise the quality of goods sold under the licensed mark, and the licensee must guarantee that quality and show its own name and the place of origin on the goods. If a quality problem arises, regulators and consumers will look to the brand owner as well, so the licence should set quality standards, inspection rights and termination grounds.
Practical checklist
- Record the licence soon after signing, and record any change of term or early termination as well.
- State clearly whether the licence is exclusive, sole or non-exclusive.
- Renew the registration before licensing it beyond the expiry date.
- Keep the licensee's sales records: use by a licensee counts as use of the mark and helps defend a non-use cancellation.
For renewal, recordal of changes and assignment, see our guide to keeping a China trademark alive.
J&C Intellectual Property Agency (JCIPO), founded in 2008, is a CNIPA-recorded trademark agency and a member of the China Trademark Association. We record licences and assignments for foreign brand owners, see our trademark services. Patent filings are handled through an affiliated patent agency.
