Trademark Assignment, Pledge and Other Real Rights over a Trademark in Turkey

A trademark is often one of the most valuable assets on its owner's balance sheet: it can be sold, inherited, offered as security for a loan and even seized to satisfy a debt. Under Turkish law, the treatment of a trademark not merely as a distinctive sign but as a property asset over which the owner can dispose stems from the Industrial Property Law No. 6769 (SMK). For domestic and foreign businesses looking to buy, sell or use a Turkish trademark as loan collateral, understanding the rules on assignment, pledge and attachment is decisive both for the validity of the transaction and for its protection against third parties.

Trademark Assignment: Article 148 and the Notarization Requirement

Article 148 of the SMK is the core provision governing legal transactions over industrial property rights. Under its first paragraph, a trademark right may be assigned, may pass by inheritance, may be the subject of a licence, may be pledged, may be offered as security and may be attached. These transactions may be carried out independently of the business; in other words, a trademark can be sold on its own without transferring the commercial enterprise to which it belongs.

The most critical formal requirement for an assignment appears in the fourth paragraph of Article 148: legal transactions are subject to written form, and the validity of assignment agreements depends on their being executed in a form approved by a notary public. This means an ordinary written contract is not sufficient for a trademark assignment. Notarization is a validity (essential) condition for assignment agreements only, not for other transactions such as licences or pledges. An assignment agreement lacking notarial approval produces no effect even between the parties themselves.

Partial Assignment and the Importance of TÜRKPATENT Registration

A trademark may be assigned for all of the goods or services for which it is registered, or only for part of them (Article 148/6). This partial assignment makes it possible, for example, to sell a trademark to another company only for the clothing class while retaining the registration in the cosmetics class. Partial assignment offers commercial flexibility for multi-class trademarks but also brings a risk of confusion where different owners use the mark in different classes.

The validity of an assignment between the parties and its enforceability against third parties are separate matters. Under Article 148/5, legal transactions are recorded in the register of the Turkish Patent and Trademark Office (TÜRKPATENT) and published in the Bulletin upon the request of one party and payment of the fee. Rights arising from legal transactions that are not recorded in the register cannot be asserted against good-faith third parties. In practice this turns registering the assignment with TÜRKPATENT from a mere formality into a mandatory step for protecting the right. Where a trademark has more than one owner, the other co-owners have a right of first refusal if one of them sells its share to a third party (Article 148/3).

Trademark Pledge: Using a Trademark as Collateral

A registered trademark may be pledged as security for a loan or another obligation. Article 148/1 expressly provides that a trademark "may be pledged" and "may be offered as security." A business that cannot provide tangible collateral can thus use the economic value of its trademark to access financing. A trademark pledge is likewise subject to written form and cannot be asserted against good-faith third parties unless recorded in the register; for this reason creditor banks and financial institutions invariably require the pledge to be registered with TÜRKPATENT.

A pledge does not transfer ownership of the trademark to the creditor; the owner continues to use it. However, if the debt is not paid, the creditor may realise the pledge through enforcement proceedings and satisfy its claim from the sale of the trademark. A pledge agreement should clearly set out the scope of the secured obligation, which classes of the trademark the pledge covers, and the procedure to be followed in the event of default.

Attachment of a Trademark and the Trademark in Enforcement/Bankruptcy

Because a trademark is a right belonging to its owner's assets, it may be attached for a debt (Article 148/1). In enforcement proceedings the creditor may request attachment of the debtor's registered trademark; the attachment is entered in the TÜRKPATENT register. The trademark may be sold through compulsory enforcement, and the proceeds are paid to the creditor. If the debtor company goes bankrupt, the trademark forms part of the bankruptcy estate and is liquidated together with the other assets.

This shows that any party acquiring a trademark or accepting it as security in Turkey must examine the TÜRKPATENT register before the transaction to verify whether the mark is subject to any attachment, pledge or other restriction. As a note, geographical indications and traditional product names are outside these transactions; under Article 148/1 they cannot be assigned, licensed, attached or offered as security.

Frequently Asked Questions

Is notarization mandatory for a trademark assignment agreement? Yes. Under Article 148/4, the validity of assignment agreements depends on notarial approval. A trademark assignment made without notarization is not legally valid even between the parties.

Is the assignment void if I do not record it in the register? The assignment is valid between the parties through the notarized agreement; however, it cannot be asserted against good-faith third parties unless recorded in the register. TÜRKPATENT registration is therefore effectively mandatory to protect the right.

Can I sell my trademark for only one product group? Yes. Article 148/6 permits partial assignment; a trademark may be assigned for all or part of the goods or services for which it is registered.

Can a foreign company use a Turkish trademark as loan collateral? Yes. A registered trademark may be pledged or offered as security. Validly creating the pledge and registering it with TÜRKPATENT secures the creditor's right.

How Mona Hukuk Can Help

Trademark assignment, pledge and the use of a trademark as collateral are transactions that demand rigour both in formal requirements and in registry procedures. At Mona Hukuk we provide legal support on drafting assignment agreements, TÜRKPATENT registry procedures, due diligence and pledge structuring to domestic and foreign businesses buying, selling or using a trademark as financing collateral in Turkey.

For consultancy in Antalya, you can write to contact@monahukuk.com or call +90 (242) 606 14 32.