When a group restructuring moves the rights: what it costs to be wrong
A restructuring that moves intellectual property between group entities does not update licences, registers, or contracts by itself. If the transfer is not recorded and the licence chain is not re-papered, the receiving entity may hold a right it cannot enforce and a licensee may keep paying the wrong party. The cost is not the restructuring; it is the gap between the corporate step and the paperwork that should have followed it.
The basis
Different categories of intellectual property move under different instruments, and each has its own register or its own reliance on national contract law. The table sets out what has to move and where the record sits.
| Right | EU-level instrument | What has to move | Action needed at closing |
|---|---|---|---|
| EU trade mark | Regulation (EU) 2017/1001 (EUTMR) | The registered mark and any recorded licences | Recordal of the transfer with the register |
| Unitary patent | Regulation (EU) No 1257/2012 | The patent and any existing licences over it | Recordal of the transfer with the relevant patent register |
| Software | Directive 2009/24/EC | Copyright in the code and the right to modify it | Assignment under the applicable national contract and copyright rules |
| Database | Directive 96/9/EC | The sui generis database right and any copyright in its structure | Assignment under the applicable national contract and copyright rules |
Trade marks and unitary patents sit on an EU-level register, and a transfer between group entities is only reliable once it is recorded there. Software and databases have no equivalent single register; the protection is harmonised, but the assignment itself runs through national contract and copyright rules. That difference is the reason a single restructuring step can leave one asset fully transferred and another still legally with the seller.
What changes in practice
Before recordal, the group's own paperwork may show the new entity as owner, while the public register still names the old one. A licensee who keeps paying the old entity is not necessarily wrong to do so, and a dispute over who is entitled to the royalty can arise from that gap alone. Downstream licences drafted with the old entity as licensor do not automatically follow the asset; each one needs its own consent, novation, or confirmation. Until that work is done, the licence a customer relies on may be resting on an entity that no longer holds the right it licensed.
What to do
- In-house counsel lists every registered right, every unregistered right, and every licence tied to each one, before the restructuring closes.
- External counsel checks whether each downstream licence requires consent to assignment, and flags any that do not survive a change of licensor without it.
- The transferring entity and the receiving entity sign a written assignment or transfer deed for each right, dated at or before closing.
- External counsel files recordal with the relevant register for every right that has one, and keeps proof of filing.
- In-house counsel sends licensees written confirmation of the new licensor, referencing the transfer deed.
- Group finance redirects royalty invoicing to the new entity only once confirmation has gone out, not before.
Who decides, and by when
A register decides whether a transfer is recorded: the trade mark register for marks governed by Regulation (EU) 2017/1001 (EUTMR), and the relevant patent register for rights under Regulation (EU) No 1257/2012. Neither register asks whether the underlying restructuring was well advised; it asks only whether the filed deed is in order. A court decides whether a licence survives the change of licensor, and it decides that question on the wording of the licence and the transfer deed, not on the group's internal reasoning for the restructuring.
Three scenarios
If the rights moved are trade mark licences tied to a network of local partners, the risk mirrors what happens when A franchise partner leaves with the sign trade mark: the licence agreement, not the register entry, is what a court reads first.
If the restructuring moves a database that a supplier built under a separate commissioning contract, the ownership question resembles When the database was built by a supplier: what, and the receiving entity inherits whatever gap existed in that original contract.
If the moved asset is represented on a ledger rather than only on paper, the mismatch risk is the one described in When an off-chain agreement contradicts metadata in practice: the metadata does not update itself when the corporate owner changes.
What this page does not cover
This page does not set out the tax treatment of an intra-group transfer, the corporate approval steps for the restructuring itself, or the accounting entries that follow it. It addresses only the intellectual property consequence: whether the receiving entity actually holds an enforceable right, and whether the licences tied to it still work.
Verified
Checked against the current text of Regulation (EU) 2017/1001 (EUTMR), Regulation (EU) No 1257/2012, Directive 2009/24/EC, and Directive 96/9/EC. Sources by tier and delivery route in detail sets out how each register and each act is checked before it is cited here.
Related reading
A related cost sits on the payment side, not the ownership side: Withholding tax hits the royalty flow IP licence what covers what happens to the royalty stream once the licensor has changed.
FAQ
What is the first step when a group restructuring moves the rights?
List every registered right, every unregistered right, and every licence attached to each one before the restructuring closes. Without that list, neither the transfer deed nor the recordal filing can be scoped correctly.
Which deadline is already running?
No statutory clock starts automatically on the day of closing. The exposure instead accrues from that date: until the transfer is recorded and licensees are notified, any dispute over who is entitled to the royalty or entitled to enforce the mark is measured back to the closing date, not to a fixed statutory period.
Who decides, and on what evidence?
The relevant register decides whether the transfer itself is recorded, based on the filed deed. A court decides whether a downstream licence has survived the change of licensor, based on the wording of that licence and the transfer deed produced as evidence.
Where a restructuring has already closed without this work done, the priority is establishing what was actually transferred and what still needs a deed and a recordal filing behind it.