Assignment and novation: stages and deadlines
Assignment transfers ownership of an IP right outright; novation swaps one contracting party for another while the licence obligations stay alive. Both run through negotiation, drafting, signature and then registration or notice. In practice the cycle takes two to eight weeks, depending on how many registries and counterparties are involved.
What actually changes, and when
The point of no return arrives at signature, not at registration. Once both parties sign the assignment deed or the novation agreement, the transfer binds them contractually from that moment. Registration with the relevant office or register makes the change binding on third parties; it does not create the transfer itself.
A gap between signature and registration is normal and usually harmless. Left unmanaged for too long, it creates a window in which the previous owner still appears as the rights holder on the public record, and a third party can rely on that record in good faith. Anyone lending against the right, or buying it, will check the register on the day of the deal, not the day you signed.
Assignment or novation: the difference in practice
| Aspect | Assignment | Novation |
|---|---|---|
| What changes | Who owns the right | Who is party to the contract |
| Consent needed | Usually none from the licensee, unless the contract says otherwise | Consent of the remaining party is required |
| Effect on an existing licence | Licence terms typically survive the transfer | The outgoing party's rights and duties end; the incoming party takes them on in full |
| Typical trigger | Sale of a right, corporate reorganisation | Replacing a contracting entity, for example after a merger |
Stages, in order
- Confirm the chain of title before drafting. Ask the seller or outgoing party to produce every prior assignment or licence in the chain.
- Decide which instrument you actually need. State plainly whether the document is an assignment or a novation, since the two carry different clauses and different consent requirements.
- Agree consideration, warranties and the effective date. Fix whether the transfer takes effect on signature or on a later condition, such as payment clearing.
- Sign in the form the right requires. Some registers insist on a specific form of deed, on witnessing, or on notarisation before they accept the filing.
- Notify the counterparty, for a novation, or file with the register, for an assignment. Keep proof of delivery or proof of filing in both cases.
- Confirm the entry. Ask the office to acknowledge the change and check that the public record now shows the new owner or the new party.
The usual bottleneck is not the paperwork but the wait for a counterparty's signature or a co-owner's consent. Build that wait into the timeline rather than treating it as an exception.
Who decides, and where
No court or public body approves an assignment or novation as such. The decision sits with the parties who sign it. Where the underlying right is registered — a patent, a trade mark, a design — the relevant office records the change but does not assess whether the transfer itself is valid.
Disputes about validity go to the ordinary civil courts, or to the forum named in the original licence or assignment deed. If an office has already raised an objection to the underlying application, that objection runs on its own separate track — see An office action refuses your application trade mark the — and it does not pause simply because ownership is changing hands.
Common branches
If the right is unregistered — software copyright, know-how, a trade secret — assignment takes effect on signature alone; there is no register entry to update afterwards. Confirming who currently holds the right is harder without a register to check. If the right sits inside a codebase built by several contributors over time, treat the check as a full exercise — see How reconstructing a chain of title over a codebase — before anyone signs anything.
If the right is represented on a distributed ledger rather than a national register, a change of controller can itself create a Fork tokenised rights, and the transfer document should say plainly which chain state is authoritative.
If a co-owner will not sign, the whole file stalls until that is resolved as its own, separate problem.
What this page does not cover
This page does not cover the substantive question of who owned the right before the transfer, and it does not cover any office's fee schedule. Where the underlying agreement also touches personal data — inventor records, employee assignments, contractor files — check the separate Legitimate interest assessment: summary and the deadline before relying on contractual consent alone. It also does not cover the tax treatment of the consideration paid.
Verified
Reviewed: 14 March 2025. This page describes standing registration and contracting practice as observed at the time of writing. Office practice can change without any change to the underlying law, so we confirm current filing requirements directly with the relevant office before any submission is made.
Related reading
See also How escrow arrangements IP licence runs in practice, on holding consideration back until registration is confirmed rather than releasing it on signature.
FAQ
How long does assignment and novation take in practice?
In straightforward, uncontested cases: two to four weeks from an agreed draft to a confirmed register entry. Add two to three weeks where the right is registered abroad, and longer again if a co-owner or licensee also has to sign before filing.
Which documents are needed to start?
The current assignment or licence chain, proof of the parties' authority to sign, the registration certificate or filing number if the right is registered, and a signed corporate resolution where the seller or licensor is a company rather than an individual.
What happens if the other side does not respond?
The transfer cannot be registered without the counterparty's signature or notice, so the deed stays unperfected against third parties. Set a written deadline for a response before escalating, and check whether the contract allows a unilateral notice of novation instead of requiring a signature from the other side.
If a co-owner refuses to sign at all, that is a separate problem with its own first moves — see A co-owner refuses to sign IP licence.