A licence arrangement with a filing attached

When a foreign brand owner licenses a Chinese company to use its mark — or an overseas parent licenses its Chinese subsidiary — the arrangement in practice involves two documents: the licence contract itself, and a recordal of that contract at the China National Intellectual Property Administration (CNIPA). In October 2024, CNIPA issued an official guideline on the trademark licence recordal procedure (关于商标使用许可备案程序的指引), published on 29 October 2024, which sets out in one place what the recordal is for, how the parties are expected to prepare, and how the office processes an application.

The guideline is addressed to businesses on both sides of a licence, and it goes well beyond a form-filling checklist. It states the official position on what an unrecorded licence can and cannot do, sorts licences into three types with different consequences, lists the contract terms the office expects to see settled before filing, and describes the examination route step by step. This article works through those procedural points, with particular attention to the details that are easy to get wrong when the licensor sits outside China.

What the guideline says recordal is — and is not

The guideline defines a trademark licence as an arrangement in which the registrant of a registered mark grants part or all of the right to use it, for payment, to another party within an agreed period and territory. The registrant is the licensor; the party using the mark is the licensee. The definition is explicit that a licence differs from an assignment: no ownership changes hands, and the registrant is exercising its own rights rather than giving them away.

Three statements in the guideline frame the recordal itself:

  • The licensor is required to file the licence for recordal with CNIPA within the validity period of the licence contract.
  • Applications that meet the requirements are published, and the public can consult the details in the electronic announcements section of China Trademark Net.
  • The validity of a licence contract concluded between qualified parties through genuine agreement is not affected by whether the recordal has been made — but a licence that has not been recorded may not be asserted against a third party acting in good faith.

The third point is the one the guideline opens with, and it explains why the office treats recordal as a filing obligation rather than an optional courtesy. The recordal is what places the licence in the public record.

Three licence types, three sets of consequences

The guideline divides licences into three types according to the rights and obligations each side carries, and describes each in operational terms:

  • Ordinary (non-exclusive) licence. There may be several licensees at the same time, each using the mark within its agreed scope, and none holds any power to exclude others. The licensor may use the mark itself and may license it to additional parties.
  • Sole (exclusive as against third parties) licence. The licensee may exclude third parties. The licensor may not license the mark to anyone else, but may continue to use it within the agreed scope.
  • Exclusive licence. The licensee holds the strongest position: within the agreed period and territory, no one but the licensee may use the mark. The licensor may neither license others nor use the mark itself within that scope.

The guideline then connects the type to litigation standing, citing a judicial interpretation on civil trademark disputes: the exclusive licensee may bring a court action on its own; the sole licensee may sue together with the registrant, or on its own where the registrant does not sue; and the ordinary licensee may sue only with the registrant's express authorisation. Whatever type is chosen, the guideline notes that the parties remain free to agree on the scope of the licence, the territory, the term, the manner of use, the goods and services covered, quality guarantees and breach remedies, provided the agreement does not contravene the law.

The contract terms the guideline asks the parties to settle

Before any filing, the guideline lists six matters it expects the licence contract to address clearly, precisely so that the boundaries of the licensed right are not left ambiguous:

  1. Trademark details. The registration number and the image of the mark, set out for each mark individually where one contract covers several marks.
  2. Goods and services. The licensed goods or services may not exceed the scope approved for the registration, and the names used in the contract must be identical to the approved ones.
  3. Form and territory of use. How the licensor and licensee may each use the mark, and where.
  4. Term. The licence period may not begin before the mark was registered, may not run beyond the validity of the registration, and may not conflict with either party's own period of existence.
  5. Type of licence and its restrictions. Which of the three types applies, and the restrictions each type places on licensor and licensee.
  6. Quality guarantees. The guideline recalls the licensor's supervisory role over the quality of the licensed goods and the licensee's corresponding obligation, and states that goods bearing the licensed mark must indicate the licensee's name and the place of origin. The parties may also agree on remedies for breach and other matters they consider necessary.

Item 4 is the one that generates most corrections in practice: a licence term drafted against a renewal date rather than the registration's remaining validity, or one that predates the registration itself, does not fit the recordal framework as described.

Filing rules with practical teeth

The guideline's requirements on what may be filed, and by whom, contain several details that rarely appear in general summaries:

  • A valid registered mark only. Recordal may only be sought for a registered mark that is in force. Where the mark has been frozen by a court, the application must be accompanied by written consent to the licence issued by that court; where the mark has been pledged, written consent from the pledgee is required. No recordal is available for marks whose validity has expired or lapsed.
  • Licensee diligence. The guideline points licensees to check the status of the mark they are about to license, noting that a mark caught up in cancellation, invalidation or related proceedings may see its rights reduced or lost, with consequences for the licence.
  • Filed by the registrant, under the registrant's name. The applicant name must match the registrant on record. For a co-owned mark, the application is filed in the name of the representative with the consent of all co-owners, and every co-owner signs or stamps the application form (first page and annexes) or the power of attorney, with identity document copies attached.
  • Documents. The recordal form, identity documents of the registrant and the licensee, and — where a trademark agency is instructed — a power of attorney signed or stamped by the licensor.
  • One form, one mark, one licensee. A single recordal form covers the licensing of one registered mark to one licensee. A brand programme licensing several marks, or several licensees, needs a separate filing for each.
  • Regulated goods. Where the licensed mark covers goods such as pharmaceuticals or tobacco, the application must be accompanied by valid documents showing that the licensee has been approved by the competent authority to operate in the relevant industry.

The guideline also notes that the list of recordal agencies registered on China Trademark Net can serve as a reference when choosing an agent, and that agents handling recordals must not fabricate documents or disclose client information.

After filing: correction, fees, publication — and what changes later

The guideline describes the route an application takes. It may be filed online or offline, and the expectation is that it is filed promptly after the licence contract is signed.

Correction. Where the office finds something to fix, it issues a written notice, and the applicant has 30 days from receipt to make the corrections specified. Missing the deadline is treated as giving up the opportunity to correct. Applications that meet the requirements, or that do so after correction, are recorded and published with written notice to the applicant; those that do not, or that remain deficient after correction, are not recorded, also with written notice. An applicant dissatisfied with a refusal may pursue administrative reconsideration or administrative litigation. Examination may also be suspended — for instance, where an interested party raises an objection.

Fees. The recordal fee, per the fee list published on China Trademark Net, is RMB 150 for a paper filing and RMB 135 for an online application. Where the fee is not paid, no recordal is made. Since one form covers one mark and one licensee, a multi-mark arrangement multiplies both the filings and the fees.

Publication. Approved applications receive a recordal notice, and the details are published in the Trademark Gazette.

Later changes. The guideline covers the post-recordal lifecycle as well. A change to either party's registered name during the licence term is handled through a name-change recordal supported by registry certificates — with additional identity documents required when it is the licensee's name that has changed. Where both parties decide to end the licence early, the licensor files an early-termination recordal. And where anything substantive changes after recordal — the mark being licensed, the goods or services, the parties, the term or the scope of use — a new recordal application is required, and the earlier recordal is to be dealt with properly. An applicant may also withdraw a filing in writing before approval, where the reason given is found reasonable.

One further section deserves mention for brand owners running collaborations: the guideline calls out co-branding projects, where two or more businesses develop a product together and cross-license their marks to each other, and directs the parties to settle the same six contract points and record the cross-licences promptly rather than leaving the arrangements informal.

Frequently asked questions

Does a trademark licence in China have to be recorded to be valid?

Under the guideline, a licence contract properly concluded between qualified parties is valid whether or not it is recorded. What recordal changes is the position outside the contract: a licence that has not been recorded may not be asserted against a third party acting in good faith, and only recorded licences appear in the public electronic announcements on China Trademark Net. The guideline accordingly places the filing obligation on the licensor, within the validity period of the licence contract.

Who files the recordal, and under whose name?

The recordal is filed by the trademark registrant — the licensor — and the applicant name must match the registrant of record exactly. Where the mark is co-owned, the application is filed in the name of the representative with the consent of all co-owners, and all co-owners must sign or stamp the application form or the power of attorney. Where a trademark agency handles the filing, the power of attorney must be signed or stamped by the licensor.

How much does the recordal cost?

Per the fee list published on China Trademark Net, the fee is RMB 150 for a paper filing and RMB 135 for an online application, and an application for which the fee is not paid is not recorded. Because one recordal form covers one mark and one licensee, the cost scales with the size of the arrangement: a licence covering several marks or several licensees requires a separate form for each pairing.

Can a licence be recorded over a mark that is frozen or pledged?

Only with the consent of the party holding the corresponding interest. For a mark frozen by a court, the application must include a written document from that court agreeing to the licence; for a pledged mark, written consent from the pledgee is required. Recordal is not available at all for marks whose validity has expired or lapsed. The guideline also asks licensees to check a mark's status before licensing, since cancellation or invalidation proceedings may reduce or extinguish the rights underlying the licence.

What happens if the licence changes after the recordal is made?

It depends on what changes. A change to either party's registered name is handled through a name-change recordal with registry certificates. An early end to the licence is handled through an early-termination recordal filed by the licensor. A substantive change — to the mark, the goods or services, the parties, the term or the scope of use — requires a new recordal application, with the earlier recordal dealt with. A pending application may also be withdrawn in writing before approval.

Official sources

Related reading

MY CNTM assists overseas brand owners with China trademark searches, filings and recordals — request a search result and fee at china-trademark.net.

Last reviewed: 3 October 2026