If you operate a group of companies, you might be wondering about the best way to manage your trademark portfolio. Should each company be allowed to own trademarks, or is a dedicated trademark holding company the better option? In almost all cases, keeping your trademarks together is the smarter move due to the risks of spreading ownership around.
Risks of scattered trademark ownership
Losing control of your brand Without centralized ownership, individual companies might use your brands in ways that hurt group’s reputation or go against your overall business strategy. Additionally, you may have less visibility into how they handle filing new trademarks or licensing existing ones. Without strong oversight, inconsistencies might develop in how your trademarks are presented visually, potentially diluting your brand's distinctiveness.
Trademark enforcement issues If a company you do not directly control owns the trademark, you might not be able to take legal action for infringement or protect your entire business in disputes. Also, a divided reputation can make it harder to prove your brand is well-known, making it legally weaker. In complex infringement scenarios, determining the correct legal entity to bring an action takes time, and that could create delays and increase costs.
Difficulties with restructuring and funding If you want to reorganize, sell, or get funding for parts of your business, having trademarks scattered around can complicate things. Buyers or investors may demand extra protections or changes. Potential investors might have concerns about the long-term stability of a group where brand assets are not centrally managed, especially if your structure relies heavily on licensing deals between your companies.
Main benefits of a centralized approach
Focused expertise A single team with specialized knowledge manages your trademarks, leading to a more consistent plan for protecting your brand. This team can develop a comprehensive brand protection strategy that covers all companies within your group.
Clearer oversight You have a clearer picture of the overall health of your trademarks, increasing confidence in business decisions. With consolidated ownership, it is easier to track renewals, monitor for potential conflicts, and take swift action when infringement occurs.
Simplified valuation It is easier to assess the total value of your trademarks if they are all in one place, important for sales, licensing, or securing funding.
Tax considerations
It is important to consult a tax expert, as the best structure for your business may have tax implications. A key consideration is transfer pricing. Transfer pricing refers to the prices at which goods or services are exchanged between related companies. If you license your trademarks from a central holding company to your operating companies, the fees charged should be set at arm's length, meaning they should be similar to what an unrelated company would charge. Failing to do so could raise red flags with tax authorities.
Conclusions
Having trademarks scattered around poses risks to both protecting your brand and keeping your business flexible. Centralizing ownership and having clear licensing agreements with your operating companies is nearly always the wiser approach.