When a co-owner refuses to sign: what to do first

A co-owner's refusal to sign an IP licence stalls the deal, not the ownership itself. Every co-owner typically holds a veto over licensing unless the co-ownership agreement or the applicable national law says otherwise. The first step is not persuasion — it is establishing exactly what consent rule applies to this particular right.

What sets the rule

Co-ownership of an IP right rarely comes with a single EU-wide consent rule for licensing. Registered rights carry an EU framework for the right itself. The internal relationship between the co-owners — who must sign, and what happens if one refuses — is left to national law, unless the co-owners fixed their own rule in a written agreement.

For a European Union trade mark, Regulation (EU) 2017/1001 (EUTMR) governs the register entry and the mark itself, but the consent rule among co-owners for a licence follows the national law each co-owner is subject to. For a European patent with unitary effect, Regulation (EU) No 1257/2012 sets the unitary protection framework across the participating states; consent between co-owners on licensing is again a national-law question. Where the co-owned work is software, Directive 2009/24/EC fixes what counts as a protected computer program across the EU, and leaves licensing consent to national civil law. The same split applies to a co-owned database under Directive 96/9/EC.

The practical consequence: the EU instrument tells you the right exists and how it is registered. It does not tell you whether one refusal is enough to block the licence. That answer sits in the co-ownership agreement first, and in the governing national law second.

What changes in practice

A blocked signature does not freeze the underlying right. It freezes the transaction. Deadlines inside the deal keep running while consent is missing — an exclusivity window, a milestone payment, a use-it-or-lose-it clause tied to the licensee's own commitments. The longer the refusal lasts, the harder it becomes to keep the commercial terms the other co-owner already accepted, because the licensee's own deadlines do not wait for a co-ownership dispute to resolve.

There is also a third-party risk. A licensee who signs with only some co-owners may still face a claim from the one who refused, once the licence is exploited. The refusal does not disappear once ignored.

What to do first

1. Locate the co-ownership document, if one exists, before contacting anyone. Counsel reads the consent clause and confirms whether unanimity, a majority, or one named co-owner's approval applies.
2. Identify which national law governs the co-ownership relationship for this specific right. This is rarely the licensee's own jurisdiction by default, and rarely the jurisdiction where the right is registered either.
3. Send the refusing co-owner a written request stating the licence terms and a deadline for a written answer. Silence is not consent, and should not be treated as one.
4. Record every date: the request, any reminder, and the refusal or the silence that followed. This record becomes the evidence base if the matter reaches a decision-maker.
5. Ask counsel to assess whether the refusal is a veto in substance or a negotiating position aimed at better terms. The two call for different next steps and different timelines.
6. Hold the licensee's own deadlines open in parallel — do not let a consent dispute silently expire a window that was never about the co-owner's signature.

Who decides, and on what timeline

No EU body rules on internal co-ownership disputes of this kind. The forum is set by the governing law identified at step two: a national court, or an arbitration panel if the co-ownership agreement names one. Absent an agreement naming a forum, the default is typically the court of the refusing co-owner's domicile, under that state's general civil procedure rules. A ruling on a disputed refusal to consent commonly takes months once filed, not weeks — which is why the written record from step four matters before the dispute reaches that stage.

Three situations that change the answer

If the co-owned right sits alongside a trade fair launch already booked, a refusal can turn into more than a delay — see When a trade fair seizure is threatened explained for what a competitor can do while consent remains missing.

If the refusal concerns design files rather than a registered right, the question shifts from consent to the scope of ownership itself — What to do first in this situation in practice sets out that different starting point.

If the co-owned right has been tokenised, a refusing co-owner is not the only risk sitting in the chain — The buyer of a token is not the rights covers what a buyer inherits regardless of any co-owner's signature.

What this page does not cover

This page does not set out how to split royalties once consent is finally obtained, and it does not cover the data protection duties that a licence involving personal data may trigger — see the Data processing agreement overview in detail for that separate layer. It also does not replace a review of the specific co-ownership document, which decides the outcome before any general rule does.

Related situations

Co-ownership refusals often surface in deals with a technical delivery component attached to the licence. If the sticking point is a demand for source code deposit rather than a co-owner's veto, see Escrow is demanded for source code IP licence.

Verified

Checked on 4 November 2025 against Regulation (EU) 2017/1001 (EUTMR), Regulation (EU) No 1257/2012, Directive 2009/24/EC, and Directive 96/9/EC, as published on EUR-Lex. National consent rules for co-owned rights vary by jurisdiction and sit outside this check.

FAQ

What is the first step when a co-owner refuses to sign?

Identify which consent rule applies before any negotiation starts. That means reading the co-ownership document, if one exists, and establishing the national law that governs the right if no document settles it.

Which deadline is already running?

Any deadline built into the licence itself — an exclusivity window, a milestone, a use-it-or-lose-it clause — keeps running while consent is missing. A refusal does not pause the commercial clock.

Who decides, and on what evidence?

A national court, or an arbitration panel named in the co-ownership agreement, decides. The decision rests on the written record of the request, any reminder, and the refusal or silence that followed it.

— Marge Ojasalu, AURELIS