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CategoryTrademark
Published25 August 2026
Authors
Uğurcan TekinPartner
Alican TekinPartner

The Chain of Title: Why One Unnotarised Assignment Voids Everything After It

Recordal work is treated as administration. It is filed by paralegals, priced as a disbursement, and reviewed only when something goes wrong. In Turkish practice that treatment is a mistake, and the reason is one sentence in Article 148(4) of the Industrial Property Code No. 6769 that has no equivalent in European Union law.

Written Form for Everything, Notarisation for Assignment Alone

Article 148(4) provides that legal transactions concerning an industrial property right are subject to written form, and that the validity of assignment agreements depends on their being executed in a form certified by a notary. The distinction the sentence draws is the one most often collapsed in practice.

Written form suffices for a licence. Written form suffices for a pledge or the provision of the right as security. Notarisation is required only for assignment — and it is required as a condition of validity, not of enforceability against third parties. An assignment agreement signed by both parties, performed, invoiced and acted upon for a decade is void if it was never notarised. There is nothing to record, nothing to enforce and nothing to assign onward.

A chain of title is only as strong as its weakest link — and in Turkish law a defective link is void, not merely unrecorded.
“A defect in the middle of a chain of title does not stay in the middle. Every assignment executed after it was made by a party that had nothing to assign.”

This is what makes the point structural rather than procedural. Where a link is unenforceable, later transfers can often be repaired by ratification or by re-execution between the current parties. Where a link is void, the transferor in the next link never acquired the right. A due diligence exercise that verifies only the last assignment — the one bringing the right to the current registered proprietor — verifies the least informative document in the file.

Article 148(8) extends the same rules to applications. Assignments executed before registration are part of the chain and are subject to the same notarisation requirement, and they are the links most often missing from a data room, because at the time they were made there was no registration certificate to attach them to.

Recordal Is Declaratory — With Two Exceptions

Article 148(5) provides that legal transactions are recorded in the register, and that rights arising from unrecorded transactions cannot be asserted against third parties acting in good faith. The recordal is therefore declaratory: a validly notarised assignment transfers the right between the parties on execution, and the absence of a recordal does not undo it.

Two features of the wording repay attention. The first is that the protection runs only to third parties in good faith. A party that knew of an unrecorded assignment cannot rely on the register against it. The second is Article 148(7), which makes recordal constitutive for guarantee marks and collective marks: the assignment of such a mark, or the grant of a licence over a collective mark, is valid only if recorded. For those two categories the general rule is reversed.

The comparison with European Union practice sharpens the point. Article 20(11) of Regulation (EU) 2017/1001 provides that, as long as a transfer has not been entered in the Register, the successor in title may not invoke the rights arising from the registration of the EU trade mark, and Article 27(1) makes the legal acts covered by Articles 20, 22 and 25 effective against third parties only after entry. The EU rule is harder on the unrecorded transferee and easier on validity — assignment there requires writing and the signatures of the parties, and no notarisation at all.

Two Opposite Presumptions on Business Transfer

Article 148(2) provides that these transactions may be carried out independently of the undertaking. Article 20(2) of the EU Regulation provides the opposite default: a transfer of the whole of the undertaking includes the transfer of the EU trade mark, unless there is agreement to the contrary or circumstances clearly dictate otherwise.

For a cross-border share or asset transaction the practical consequence is that the same set of facts produces different results on each side. A Turkish mark does not travel with the business unless it is assigned in a notarised instrument; an EU mark does travel with it unless the parties say otherwise. Transaction documents drafted from an EU template routinely omit the separate Turkish assignment because the template assumes the transfer is implicit.

What the Code No Longer Controls on Partial Assignment

Article 148(6) provides that a mark may be assigned for all or part of the goods or services for which it is registered. Under the previous regime, Decree-Law No. 556 contained two safeguards around that power which the Code does not reproduce: a control refusing recordal where the assignment would mislead the public as to geographical origin, quality or the mark itself unless the new proprietor accepted a limitation, and a requirement that identical or indistinguishably similar marks held by the same proprietor for the same or confusingly similar goods be assigned together. The second of those had in fact already been annulled by the Constitutional Court in 2015, before the Code was enacted.

The absence of those provisions from the Code is worth stating carefully, because what the Office does in practice is a separate question from what the statute requires. What can be said on the text is that a partial assignment which leaves near-identical marks in the hands of different proprietors for overlapping goods is no longer prevented by an express statutory control at the recordal stage. Where a transaction contemplates splitting a portfolio in that way, the risk is best addressed in the agreement — through coexistence terms and undertakings on use — rather than assumed to be filtered by the register.

Licences: Two Defaults That Cost Money When the Contract Is Silent

Article 24(2) provides that unless otherwise agreed, a licence is not exclusive. Under a non-exclusive licence the licensor may use the mark itself and may grant further licences to third parties. Under an exclusive licence the licensor may not grant another licence and, unless it has expressly reserved the right, may not use the mark itself either. Article 24(3) provides that unless otherwise agreed, licensees may not transfer their rights or grant sub-licences.

Both defaults run against the party that most often drafts loosely. A distributor which negotiated on the understanding that it was the only licensee, and did not write the word exclusive into the agreement, has a non-exclusive licence. A licensee which intends to appoint regional sub-distributors, and did not provide for sub-licensing, cannot appoint them.

Article 24(4) requires the licensor to take measures securing the quality of the goods produced or services provided under the licence, and provides that where the licensee fails to comply with the terms of the agreement the proprietor may assert its rights under the mark against the licensee. Quality control is therefore not only a contractual concern; it is a statutory duty of the licensor.

Who May Sue, and After How Long

Article 158(1) provides that unless otherwise agreed, an exclusive licensee may bring in its own name the actions available to the right holder under the Code. Article 158(2) provides that a non-exclusive licensee whose right to sue has not been expressly restricted in the agreement must first notify the right holder and request that the necessary action be brought; if the right holder refuses, or does not bring the action within three months of the notification, the licensee may sue in its own name and to the extent of its own interests, attaching the notification. Article 158(3) preserves the licensee's ability to seek an interim injunction before that period expires where there is a serious risk of harm.

Article 25(3) of the EU Regulation reverses the structure: a licensee may bring infringement proceedings only with the proprietor's consent, and only an exclusive licensee may proceed alone, after formal notice and the lapse of an appropriate period — with no fixed number of days. A licence agreement covering both territories should therefore address standing expressly rather than relying on either default.

Pledges and a Recurring Misstatement

Article 148(1) confirms that an industrial property right may be pledged, given as security, attached, and made the subject of other legal transactions. It also contains an exclusion that is easy to miss: rights in geographical indications and traditional product names may not be licensed, assigned, transferred, attached or given as security at all.

Pledges take written form under Article 148(4) and are not subject to the notarisation requirement, which applies to assignments alone. That is worth stating plainly because the contrary proposition appears in circulation. Separately, Law No. 6750 on Pledges over Movable Property in Commercial Transactions expressly lists rights in intellectual and industrial property among the assets that may be pledged and establishes the Pledged Movables Registry, while preserving the provisions applicable to pledges required to be recorded in another register under other legislation. The two registries coexist; for enforceability against third parties in good faith under Article 148(5), the TÜRKPATENT register is the one that governs.

Recordal and the Use Clock

Article 9(1) ties the five-year period to the registration date, not to the identity of the proprietor. On the language of the provision an assignment does not restart it, and an assignee takes the mark with whatever history of non-use it carries. That reading follows from the text rather than from settled authority, and it should be treated as the prudent assumption rather than as a decided question.

What changed the practical weight of that assumption was the transfer of revocation jurisdiction to TÜRKPATENT on 10 January 2024 and the procedure introduced on 15 March 2025. Non-use revocation is now an administrative filing rather than a court action. An assignee of a broadly registered but narrowly used portfolio is exposed to a faster and simpler challenge than it would have been three years ago, and the use evidence of the assignor — invoices, catalogues, advertising — belongs in the transaction documents alongside the assignment itself.

The Quiet Cost of an Outdated Register

Two failures recur and neither involves a dispute. The first is the corporate reorganisation: on a merger or division the right passes by universal succession, but until the change is recorded it cannot be asserted against third parties in good faith under Article 148(5). TÜRKPATENT treats this as a distinct recordal with its own fee item — 02.01.07 for trademarks, 01.01.12 for patents and 04.01.14 for designs — which is itself an indication that the Office expects it to be filed.

The second is the change of company name. Where the proprietor named in the register no longer matches the trade registry, later assignments become harder to execute and standing becomes contestable. And a register entry that does not reflect the current proprietor also means the Office's notices — including renewal notices — go to a party that no longer holds the file. The cost of an outdated register is usually not a lost dispute; it is a renewal deadline that nobody received.

Sources

  • Industrial Property Code No. 6769, Articles 9, 24, 26, 148 and 158
  • Regulation (EU) 2017/1001 on the European Union trade mark, Articles 20, 22, 23, 24, 25, 26 and 27
  • Law No. 6750 on Pledges over Movable Property in Commercial Transactions, Articles 5 and 8
  • TÜRKPATENT — trademark, patent and design transaction fees, 2026 tariff
  • Regulation amending the Implementing Regulation of the Industrial Property Code, Official Gazette of 15 March 2025, No. 32842
Related practice areaIndustrial Property Law→

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