Transfer of Trademark Rights in Uzbekistan in 2026: Assignment vs Licence Agreement

As of November 2026, rights to a trademark in Uzbekistan can be transferred in two ways: by assignment, where the exclusive right passes to a new owner, and by a licence agreement, where the owner keeps the mark and the other party receives permission to use it. Both agreements must be in writing and registered with the Ministry of Justice; an unregistered agreement is invalid (Civil Code Art. 1106, Law No. 267-II Art. 30). With the base calculation value (BRV) at UZS 440,000, a company pays a patent duty of 20 BRV (UZS 8,800,000) to register an assignment of one mark and 6 BRV (UZS 2,640,000) to register a licence, and the Ministry reviews the application within 15 days. Royalties paid to a foreign company bear 20% withholding tax unless a double tax treaty reduces the rate.

In short

• Two routes. An assignment moves the exclusive right to a new owner, for all classes or only some of them (Art. 1105 of the Civil Code, "CC"). A licence leaves the mark with the licensor and gives the licensee a right of use (Art. 1036 CC, Art. 30 of Law No. 267-II "On Trademarks, Service Marks and Appellations of Origin", the "Trademark Law"). A transfer of the right for a limited time is a licence (Art. 1035(4) CC).
• Registration is mandatory for both, otherwise the agreement is invalid (Art. 1106 CC).
• Duty for a company at BRV UZS 440,000 (para. 12 of the annex to Law No. ZRU-600 "On State Duty"): licence — 6 BRV (UZS 2,640,000); assignment — 20 BRV (UZS 8,800,000) for one mark; for an individual, 4 and 10 BRV.
• Timing: the application is reviewed within 15 days; the applicant has 3 months to answer a request from the Ministry.
• A trademark licence must contain a quality clause: the licensee's goods are not inferior to the licensor's goods, and the licensor monitors compliance (Art. 30(4) Trademark Law).
• Taxes: royalties to a foreign company without a permanent establishment — 20% withholding tax and, as a rule, 12% VAT calculated by the tax agent; royalties to a resident individual — 12% personal income tax.
• The Ministry of Justice registers the agreement under the regulation approved by Cabinet Resolution No. 427 of 10 July 2025; the Intellectual Property Agency no longer exists.

How an assignment differs from a licence

The Trademark Law No. 267-II (text in Russian) separates the two options directly: the owner may transfer the exclusive right to another person by agreement (Art. 30(1)), and may grant the right of use to a licensee by a licence agreement (Art. 30(3)). The general rules and the trademark provisions are in Part Two of the CC: Arts. 1031–1040 and 1102–1107.

If the licensor must also stay out of the licensee's territory, this is written as a contractual term: Art. 1036 CC does not name such a type of licence. A collective mark can be neither assigned nor licensed (Art. 30(6) Trademark Law), and a transfer that misleads consumers is not allowed (Art. 30(2)).

How to choose. If you are selling a brand or moving a mark to another group company, use an assignment: it is irreversible, and the mark can only be returned by a new registered agreement. If you let a distributor, a contract manufacturer or a franchisee use the mark, use a licence: the mark and quality control stay with you. Giving the mark away "for a while" is also a licence (Art. 1035(4) CC). If the mark is not yet registered, it is the application that is assigned (Art. 17 Trademark Law): changing the applicant costs a company 3 BRV (UZS 1,320,000) and an individual 1.5 BRV. When the owner is reorganised, the mark passes by operation of law (Art. 31), but the transfer must still be registered (Art. 1105(3) CC).

What happens if the agreement is not registered

Failure to observe the written form and the registration requirement makes the agreement invalid (Art. 1106(2) CC). Agreements on software and databases are registered voluntarily (para. 5 of the regulation); for trademarks registration is not optional.

• The agreement produces no effect. An invalid transaction is invalid from the moment it is concluded, the parties return what they received, and use of the mark is compensated in money (Art. 114 CC). The buyer is left without the right, and the licensee without permission.
• Use of the mark becomes an infringement. The owner may claim damages or compensation of 20 to 1,000 BRV — UZS 8,800,000 to UZS 440,000,000 (Art. 26 Trademark Law), and a legal entity faces a fine of 100–200 BRV — UZS 44,000,000 to UZS 88,000,000 (Art. 37¹). Whether these rules are applied to a particular user is decided by a court or the justice authority, but relying on an unregistered agreement is a weak defence because the agreement is invalid.
• The owner can be hurt as well. The law treats as use the application of the mark by the owner or by a person who holds the right under a licence under Art. 30 (Art. 27(1)), and a certificate can be terminated by a court if the mark has not been used for three years in a row (Art. 25(3)). Evidence of use is actual use of the mark (Art. 25(4)), not the agreement itself.

The CC does not require notarisation (Art. 1106). The law does not say from which date a registered agreement takes effect, so it is safer for a licensee to start producing goods under the mark only after receiving the notice with the registration number and date.

Who registers the agreement in 2026

The authorised body for trademarks is the Ministry of Justice: it registers marks and agreements on the transfer of rights to them and keeps the register (Art. 7 of the Trademark Law as amended by Law ZRU-896 of 16 January 2024). The state institution "Intellectual Property Center" under the Ministry examines trademark applications. Agreements are registered by the Ministry under the administrative regulation in Annex 1 to Cabinet Resolution No. 427 of 10 July 2025 (the "regulation"; text in Uzbek). It was amended by Cabinet Resolution No. 375 of 9 July 2026, which added filing through a public services centre and registration of pledge agreements over intellectual property rights.

The Intellectual Property Agency was merged into the Ministry of Justice by Presidential Decree No. UP-89 of 17 March 2022. The former registration rules — Order of the Minister of Justice No. 8-mkh of 31 March 2022 — lost force on 13 August 2025 (Order No. 20-mkh of 11 August 2025), so guides that tell you to file "with the Agency" are out of date.

How to register the agreement

• Application. One application per agreement, with foreign names transliterated (para. 9 of the regulation). It is filed by both parties or by one of them, in person or through a patent attorney or an authorised person (paras. 4, 10). Residents file through a public services centre, the Ministry's information system or my.gov.uz; non-residents through the information system (para. 7). Foreign companies conduct trademark matters through patent attorneys (Art. 34(3) Trademark Law).
• Duty. It is paid electronically through the unified billing system together with the application (para. 20 and the scheme in Annex 1). An application is refused only if the applicant has not confirmed it or has not paid the duty (para. 21).
• Review. The Ministry reviews the application and documents within 15 days of receipt (para. 23). If there are deficiencies it sends a request: 3 months to answer, and the review period is suspended (paras. 24–25).
• Result. The agreement is registered, entered in the register, and the applicant receives a notice with the registration number and date as an annex to the certificate (para. 26). Otherwise there is a refusal stating the grounds (para. 27), which can be appealed (para. 35). Registration data are published in the official bulletin: number, subject, parties, territory and term of the licence (para. 28).

State duties for registering the agreements

The duties are set in para. 12(g) and (d) of the annex to Law No. ZRU-600 "On State Duty" (text in Russian; version of 12 September 2026). Amounts are calculated from the BRV of UZS 440,000, in force from 1 September 2026 under Presidential Decree No. UP-115. When an applicant files on its own through the Single Portal of Interactive Public Services (my.gov.uz), duties are, as a general rule, charged at 90% of these amounts (Art. 22¹ ZRU-600).

A licence of three marks in one agreement costs a company 10 BRV (UZS 4,400,000); an assignment of three marks costs 26 BRV (UZS 11,440,000). Para. 12(g) has no separate line for a sublicence, so confirm the duty with the Ministry before filing. Registration of pledges over mark rights is made without patent duty (para. 20 of the regulation).

Link the licence term to the protection term: a certificate is valid for 10 years from the filing date and is renewed on an application filed in the last year (Arts. 21–22 Trademark Law), while an application to extend a registered licence is filed during the term or within 3 months after it (para. 30 of the regulation). Duties for the mark itself are covered in How much a trademark costs in Uzbekistan.

Taxes on assignments and licences

Rates are under the Tax Code (text in Russian; the "TC") as of November 2026.

Foreign company. Royalties are payments for the use of, or the right to use, any intangible asset, including trademarks (TC Art. 44). The tax is withheld on each payment; the return is filed by the 20th of the following month, and the tax is paid no later than the day after the payment (Art. 355). If tax is not withheld, the agent must pay the missing amount and the penalty itself (Art. 354).

Double tax treaty. The agent may apply a reduced rate or an exemption if the recipient is a tax resident of the treaty country, provides a tax residency document no later than the payment date, and is the beneficial owner of the income (TC Art. 357). The document may be a certified original with an apostille or legalisation, a notarised copy, or a printout from the website of the foreign competent authority (Art. 358). Treaty rates on royalties are, as a rule, below 20%; examples by country are in the article on taxes of a foreign company in Uzbekistan.

An assignment is not a royalty. A royalty is a payment for use or the right to use, so the price of a full assignment of a mark fits that definition less well, and TC Art. 351 does not list it separately. Agree the tax treatment of an assignment price involving a non-resident with a tax adviser before signing.

Sublicence and franchise

A licensee may conclude a sublicence only in the cases provided by the licence agreement and, unless the agreement says otherwise, is liable to the licensor for the sublicensee (Art. 1036(6)–(7) CC). A sublicence is registered like a licence (para. 13 of the regulation); if the licence does not allow sublicensing, the licensee has nothing to prove its right with, and registration is impossible under para. 13.

If a business model, a company name and commercial information are transferred together with the mark, this is a complex entrepreneurial licence agreement (franchise, Arts. 862–874 CC). It is registered by the body that registered the licensor (Art. 863 CC), in practice a public services centre under the regulation approved by Cabinet Resolution No. 346 of 24 June 2022; the fee is one third of a BRV, about UZS 146,700, or about UZS 132,000 through my.gov.uz (para. 10). Where the legislation so provides, the part of the agreement containing exclusive rights to intellectual property is also registered with the Ministry of Justice; otherwise that part or the whole franchise agreement is treated as invalid (para. 4). More in Franchising in Uzbekistan.

Agreement checklist

• Right holder and subject: owner per the register, certificate or international registration number, Nice classes; for an assignment — which rights pass (those not listed are presumed not transferred, Art. 1035(3) CC).
• Type of licence: simple or exclusive, and whether the licensor may use the mark itself (if silent, the licence is simple).
• Territory, term, scope: required for registration (para. 12(a) of the regulation); the term is tied to the certificate.
• Quality: a clause that quality is not lower, and the control procedure: samples, inspections, recall of a batch.
• Price and taxes: amount, currency, schedule; who bears withholding tax (royalties "net" or "gross" of taxes); the licensor's duty to supply a tax residency certificate before the first payment.
• Sublicence: prohibited, allowed with consent, or unrestricted.
• Protection of the mark: who monitors infringements, who pays for renewal of the mark, how to use the warning marking (Art. 29 Trademark Law).
• Termination: grounds, time to sell off goods under the mark, fate of sublicences.
• Registration: who files and pays the duty; no use before the registration notice.

Common mistakes

• Signing the agreement and starting production without filing it for registration.
• Treating the right holder's permission letter as a substitute for a licence, including on a marketplace: trademarks for marketplace sellers.
• Leaving the quality clause out of the licence: it is mandatory (para. 14 of the regulation), and non-compliance is a ground for refusal (para. 27).
• Calling a transfer "for five years" an assignment: under Art. 1035(4) CC it is a licence.
• Paying royalties to a foreign company without withholding 20% and calculating VAT, or without a residency certificate on the payment date, which rules out the treaty rate (TC Arts. 354, 357).
• Assuming that a licence alone protects the mark from termination for non-use: real sales are needed (Art. 25(4) Trademark Law).

How Pactum helps

• We check the mark before the deal: owner per the register, classes, term, restrictions — a search from UZS 1,000,000.
• We determine what suits you: assignment, simple or exclusive licence, franchise; we calculate the duties and name the tax questions to resolve before signing.
• We prepare the agreement with the quality clause, territory, term and a tax clause, file the application with the Ministry of Justice and answer its requests.
• Work on a trademark — from UZS 6,000,000 (depends on the object and the number of classes, state duties are paid separately). We name the price of preparing and registering an assignment or licence agreement after reviewing the task.
• Trademark disputes — from UZS 10,000,000; in court your interests are represented by an advocate of a partner bureau under a separate agreement.

Learn more on the trademark and patent page or at a lawyer consultation: 60 minutes, UZS 300,000, credited toward the cost of the service. Phone +998 78 113 81 01, Telegram, info@pactum.uz, office: 21 Afrosiyob Street, Tashkent.

FAQ

Must a trademark licence agreement be registered in Uzbekistan?

Yes, otherwise the agreement is invalid (Art. 1106 CC, Art. 30(5) Trademark Law). A company pays 6 BRV — UZS 2,640,000 at a BRV of UZS 440,000, and the Ministry of Justice reviews the application within 15 days.

How much does it cost to register a trademark assignment agreement?

A company pays 20 BRV — UZS 8,800,000 for one mark and 3 BRV (UZS 1,320,000) for each further mark in the agreement. An individual pays 10 BRV (UZS 4,400,000) and 1.5 BRV (UZS 660,000) for further marks. The duty is paid when filing, and without it the application is refused (para. 12(g) of the annex to ZRU-600, para. 21 of the regulation).

What happens if I use someone else's mark under an unregistered licence?

The agreement is invalid from the moment it was concluded (Arts. 1106 and 114 CC), and the user has no valid permission. The owner may claim damages or compensation of 20 to 1,000 BRV (UZS 8,800,000–440,000,000), and a company faces a fine of 100–200 BRV (UZS 44,000,000–88,000,000) under Arts. 26 and 37¹ of the Trademark Law.

What tax applies to royalties paid to a foreign right holder?

For a foreign company without a permanent establishment, the Uzbek company, as tax agent, withholds 20% on each payment unless a treaty reduces the rate (TC Art. 353), pays it no later than the day after the payment (Art. 355), and calculates 12% VAT if the foreigner is not registered with the tax authority (Arts. 255, 258). Royalties to a foreign individual bear 12% personal income tax (Art. 382).

Can only some classes of a trademark be assigned?

Yes, the right can be transferred for all classes in the certificate or for some of them (Art. 1105(1) CC); the agreement lists the goods and services by Nice class (para. 15 of the regulation). The duty depends on the number of marks in the agreement, not on the number of classes.

Can a licensee grant a sublicence, and how is a licence extended?

A sublicence only if the agreement expressly allows it (Art. 1036(6) CC), and it is registered too (para. 13 of the regulation). An application to extend the licence term is filed during the term or within 3 months after it (para. 30); amendments cost a company 1 BRV (UZS 440,000).

Sources

• Law No. 267-II on Trademarks, Service Marks and Appellations of Origin, Arts. 7, 17, 25–27, 29–31, 34, 37¹ (in Russian)
• Civil Code, Part Two, Arts. 862–874, 1031–1040, 1102–1107 (in Russian)
• Civil Code, Part One, Art. 114 (in Russian)
• Cabinet Resolution No. 427 of 10 July 2025, Annex 1: regulation on registration of agreements on intellectual property objects (in Uzbek)
• Cabinet Resolution No. 346 of 24 June 2022, regulation on registration of franchise agreements (in Uzbek)
• Law No. ZRU-600 on State Duty, Art. 22¹, annex, para. 12 (in Russian)
• Tax Code, Arts. 44, 239, 241, 243, 255, 258, 307, 351–358, 375, 381, 382, 386, 387 (in Russian)
• Presidential Decree No. UP-115 of 23 June 2026, BRV UZS 440,000 (in Russian)
• Presidential Decree No. UP-89 of 17 March 2022 (in Russian)
• Order of the Minister of Justice No. 8-mkh of 31 March 2022 (reg. No. 3359), repealed 13 August 2025 (in Russian)