If you registered a trademark personally before incorporating your Ontario business, you must execute an Intellectual Property Assignment Agreement to legally transfer ownership to the new corporation. The transfer must then be formally recorded with the Canadian Intellectual Property Office (CIPO), which currently charges a $125 CAD transfer fee per trademark.
Many entrepreneurs in Ontario start their business journey as a sole proprietorship. It is incredibly common for a founder living in Mississauga, Brampton, or London to register a brand name, logo, or slogan under their own personal name before formally incorporating. However, once you decide to incorporate your business under the Ontario Business Corporations Act (OBCA) or federally under the CBCA, keeping the trademark in your personal name becomes a significant legal liability. As of May 2026, failing to transfer your intellectual property (IP) to the corporation can complicate raising capital, selling the business, or protecting yourself from personal lawsuits.
To fix this, you must formally sell or transfer the trademark from yourself (the Assignor) to your new company (the Assignee). Because a corporation is considered a separate legal entity from its founders, you cannot simply shake hands and pretend the company owns it. 📝 The process involves drafting a legal contract and updating the federal registry. This guide will walk you through the proper legal steps to execute an assignment of trademark rights to your new Ontario corporation.
Step-by-Step Process for Transferring a Trademark in Canada
Transferring intellectual property requires precise documentation. A misstep in drafting the assignment could leave the IP vulnerable. Most founders work with a corporate law firm to ensure the transfer is bulletproof. Here are the steps you must follow. 💼
Step 1: Valuing the Trademark
Before transferring the trademark, you must determine its value. Because you are technically selling an asset to a separate legal entity, the Canada Revenue Agency (CRA) generally requires transactions between related parties (like a founder and their company) to be done at Fair Market Value (FMV). If the trademark is brand new, the value might simply be the cost of the original registration fees. If the brand is already generating revenue, you may need an accountant to assess its worth.
Step 2: Drafting the IP Assignment Agreement
The core of this process is drafting an Intellectual Property Assignment Agreement. This legal document must explicitly state that the founder is transferring all rights, title, and interest in the trademark to the corporation. It must include the exact trademark application or registration numbers, a description of the mark, and the consideration (what the corporation is paying you for it, whether in cash or additional shares).
Step 3: Obtaining Corporate Approval
Because the corporation is acquiring an asset, the company’s Board of Directors must formally approve the transaction. You need to draft a written Board Resolution authorizing the company to enter into the Assignment Agreement with you. This resolution must be filed in the corporation’s minute book alongside your articles of incorporation.
Step 4: Signing and Executing the Document
Once the agreement and resolutions are drafted, they must be signed. Even if you are the sole founder and the sole director, you must sign the document twice: once in your personal capacity as the Assignor, and once in your corporate capacity as the authorized signing officer for the Assignee. 🖊 It is highly recommended to have a witness sign the document as well.
Step 5: Recording the Transfer with CIPO
Signing the agreement is not enough; you must notify the government. You must file a request to record the transfer with the Canadian Intellectual Property Office (CIPO). You will need to submit the required forms online through the CIPO portal, attach a copy of the executed Assignment Agreement (or a simplified certificate of transfer), and pay the mandatory government fee.
Step 6: Updating Commercial Contracts and Licenses
After the transfer is complete, the corporation is the official owner. You must review any existing commercial contracts, manufacturing agreements, or website Terms of Service to ensure they reflect the corporation as the brand owner. If you previously licensed the trademark to third parties, you must notify them of the change in ownership.
How Much Does it Cost in Ontario?
The cost of transferring a trademark is relatively low compared to the cost of initial registration, but legal fees for drafting the paperwork can vary. Here is an overview of the typical costs in CAD.
| Requirement | Average Estimated Cost (CAD) |
|---|---|
| CIPO Transfer Fee (per trademark) | $125 |
| Lawyer Drafting Fee (Assignment Agreement) | $600 – $1,500 |
| Corporate Minute Book Updates | $200 – $400 |
| Tax / Accounting Valuation (if applicable) | $500 – $2,000 |
Using a law firm to handle the CIPO filing ensures that the federal registry is updated accurately, preventing delays or rejections due to formatting errors.
How Long Does the Process Take?
Drafting the Assignment Agreement and signing the corporate resolutions usually takes 1 to 2 weeks depending on your lawyer’s availability. However, once the documents are submitted to CIPO, the government processing time can be quite slow. As of 2026, it generally takes CIPO 3 to 6 months to officially update the trademark register to reflect your corporation as the new owner. Fortunately, the transfer of rights is legally effective on the date you sign the agreement, not the date CIPO updates their system.
Frequently Asked Questions (FAQ)
Why can’t I just keep the trademark in my personal name?
Keeping the trademark in your personal name pierces the corporate veil. If someone sues your brand for trademark infringement, they can sue you personally. Furthermore, venture capitalists and angel investors will usually refuse to invest in a company that does not own its own core intellectual property.
Do I have to pay tax on the transfer?
Potentially. If the trademark has gained significant value, transferring it to your corporation is considered a disposition of an asset, which could trigger a capital gains tax. You should consult with an Ontario corporate accountant to explore tax-deferred rollover options under Section 85 of the Income Tax Act.
What if my trademark is not officially registered yet?
If you have an active trademark application pending with CIPO, you can still assign the application to the corporation. The process is the same, and CIPO will simply issue the final registration directly to the corporation once approved.
Can the corporation pay me for the trademark?
Yes. The corporation can pay you a lump sum in cash, issue you a promissory note (a loan), or issue you additional shares in the company in exchange for the trademark, provided the payment reflects the Fair Market Value.
What happens if I forget to file the transfer with CIPO?
If the transfer is not recorded, CIPO will continue to recognize you as the legal owner. This can cause severe complications if you try to enforce your trademark rights against an infringer in Federal Court, as the corporation technically would not have the standing to sue.
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