In the cosmetics industry—known for its fierce competition and heavy reliance on branding—the transfer of registered trademarks is becoming increasingly common. However, many individuals and businesses enter into such transactions without fully understanding the legal regulations, leading to risks such as contract invalidation, loss of brand rights, or even disputes. This article provides a legal overview and essential notes for those planning to transfer a cosmetic brand in Vietnam.

Understanding Brand Transfer in the Cosmetics Industry
A brand transfer (also known as trademark assignment) means that the current trademark owner transfers full ownership of the cosmetic brand to another individual or organization. This transfer only has legal effect once it has been registered with the Vietnam Intellectual Property Office and an updated Certificate of Trademark Registration has been issued.

In cosmetics, branding is critical to customer recognition, marketing, and consumer trust. Therefore, a brand transfer is not simply the sale of a name—it also involves brand valuation, defining associated rights, and legally registering the change.

Legal Conditions for Transferring a Cosmetic Brand
To ensure the brand transfer is legally valid, the following conditions must be met:

The trademark must still be valid at the time of transfer;
The transfer must not mislead consumers about the origin of the product;
The trademark must not be under dispute or subject to cancellation proceedings.

If one party is a foreign entity or individual, they must have legal capacity in Vietnam or appoint an authorized industrial property representative.

Essential Clauses in a Trademark Assignment Agreement
The assignment contract is a mandatory component in the registration dossier and the legal foundation for protecting each party’s rights in case of disputes. The contract should include:

Full information of the assignor and assignee;
Detailed information on the trademark: application number, certificate number, product class, term of protection;
Scope of transfer: full or partial (for jointly owned marks);
Value of the assignment and payment terms;
Effective date;
Legal obligations and commitments;
Dispute resolution terms.

The agreement should be in writing, signed by both parties, and include notarized translations if either party is a foreign entity.

Procedure for Registering the Transfer of a Cosmetic Brand in Vietnam
Once the agreement is signed, the parties must register the assignment with the Vietnam Intellectual Property Office to update the assignee’s information on the certificate.

The registration dossier includes:

Application form for trademark assignment (as per official template);
Trademark assignment contract;
Original trademark certificate;
Legal documents proving the assignee’s status;
Power of attorney (if submitted via an IP agent);
Proof of payment of official fees.

Processing time typically takes 2–3 months from the date of valid submission.

Common Risks and How to Prevent Them in Brand Transfers
From a legal perspective, failure to follow the correct procedures can result in serious risks:

The trademark has not been legally transferred, yet the assignee begins using it commercially, leading to third-party complaints;
The contract does not clearly define the scope of transfer (e.g., only skincare products or all cosmetic categories), which may cause disputes later;
Failure to register the transfer makes it legally unenforceable;
The brand is linked to other assets like company names or visual identities without clearly stating post-transfer usage rights, leading to advertising and PR issues.

To minimize risks, businesses should:

Thoroughly verify the legal status of the trademark before negotiations;
Use standardized assignment agreements and seek legal advice;
Follow proper registration procedures with relevant authorities;
Manage brand communication and identity throughout the transfer process.

Additional Notes for International Cosmetic Brands
For international brand transfers or trademarks registered overseas, special attention must be paid to:

Whether the trademark is registered in Vietnam;
Whether it conflicts with any existing Vietnamese trademarks;
Whether there are restrictions on using trade names, logos, or formulas;
Whether the foreign owner is permitted to assign the exclusive right or only grant usage.

Failing to clarify these may result in serious legal consequences, especially in cross-border intellectual property disputes.

Legal Advice: What to Do Before Signing a Trademark Assignment Contract
Before entering into an agreement, businesses should:

Study Vietnamese IP law in detail;
Verify the trademark’s validity and scope of protection;
Confirm the assignor’s legal status;
Draft clear terms on rights, obligations, and liabilities;
Consult IP lawyers to identify and mitigate legal risks;
Ensure proper registration to protect the assignee’s rights.

Transferring a cosmetic brand is a high-value legal transaction involving IP law, civil contracts, and business operations. Proper legal preparation will help avoid disputes and ensure successful brand acquisition. If you are planning to buy or sell a cosmetic brand, make sure to comply with regulations and consult legal experts.

If legal procedures seem too complex or you’re concerned about potential risks, consult reputable law firms like DEDICA for professional support and efficient handling.

Contact DEDICA Law Firm for Expert Legal Advice!
📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat, Zalo supported)
🏢 Head Office: 144 Vo Van Tan Street, Vo Thi Sau Ward, District 3, Ho Chi Minh City
🕒 Office Hours: Monday – Friday (8:30 AM – 6:00 PM)
Contact us now to receive a free first consultation from our professional legal team!