Licensing your trademark to a Chinese company (商标许可备案)

A Chinese trademark licence binds both parties whether or not it is recorded. Recording it with CNIPA, for RMB 135 online, lets it stand against a good-faith third party. The licensee must mark its name and place of production on the goods and ensure their quality. From 1 January 2027 the licensor may terminate if the licensee fails on quality.

Your Chinese partner wants to make goods under your brand, or sell your services under it, and has asked for a licence. You hold the Chinese registration. What you sign now decides who can sue a counterfeiter, whether your registration survives a non-use attack, and what happens if you later fall out.

The licence works from the day it is signed, recorded or not.^⁠[1] The record at CNIPA, the China National Intellectual Property Administration, protects it against outsiders. It costs RMB 135 online and is the licensor’s job.^⁠[2,3]

Does a trademark licence have to be recorded in China?

Not for the licence to be valid. An unrecorded licence contract still binds both sides, unless they agreed otherwise.^⁠[1] The law asks the licensor to record it (备案), and CNIPA then publishes it.^⁠[3]

The cost of not recording is narrow, and real. An unrecorded licence cannot be relied on against a third party acting in good faith (不得对抗善意第三人).^⁠[3] A good-faith third party is someone who dealt in the mark without knowing of your licence. A second licensee who did not know of yours is one.

A sale of the registration is treated differently. Assigning the mark does not affect a licence already in effect, unless the licence says otherwise.^⁠[1]

Exclusive, sole or non-exclusive: who can sue an infringer?

The type of licence decides whether your licensee can go to court without you. China’s Supreme People’s Court defines three types and gives each a different standing to sue.^⁠[1]

Licence	Can the owner use the mark?	Other licensees?	Can the licensee sue?
Exclusive独占使用许可	No	No	Yes, alone
Sole排他使用许可	Yes	No	With the owner, or alone if the owner does not sue
Non-exclusive普通使用许可	Yes	Yes	Only with the owner’s express authorisation

The labels are easy to confuse in English. In Chinese usage “exclusive” (独占) shuts the owner out as well; “sole” (排他) keeps the owner in. The recordal form asks which type it is, so the contract and the form need to use the same one.^⁠[4]

How do we record the licence, and what does it cost?

1. The licensor files, not the licensee, and files while the licence is in force.^⁠[5]
2. A foreign company with no residence or place of business in China files through a Chinese trademark agency.^⁠[3]
3. The filing names the licensor, the licensee, the term, the type of licence and the goods or services covered. One form covers one licensee.^⁠[4,5]
4. The official fee is RMB 150 on paper or RMB 135 online. The agency’s fee is on top.^⁠[2]
5. CNIPA records the licence, or refuses it, and tells the licensor in writing. A change of either party’s name, and an early end to the licence, are recorded the same way.^⁠[4]

Say a Swedish outdoor-clothing brand with a class 25 registration grants a Hangzhou company an exclusive licence to make and sell jackets under it from 1 March 2027 to 28 February 2030. It may record at any point before 28 February 2030. Suppose it waits, and in 2028 grants a Shenzhen company a licence for the same jackets. If Shenzhen knew nothing of Hangzhou’s licence, Hangzhou’s unrecorded licence cannot be relied on against it. Recording in March 2027 would have put the licence on the public record before the second deal.

What must the licensee put on the goods?

It must mark its own name and the place where the goods were made on every product that carries your mark.^⁠[3] A licensee that leaves them off can be ordered by the market regulator to correct it. If it does not, it can be ordered to stop selling, and a refusal to stop carries a fine of up to RMB 100,000.^⁠[5]

The licensor has a duty of its own: to supervise the quality of the licensee’s goods. The licensee must ensure that quality.^⁠[3] How the licence handles samples, specifications and inspections is a contract question, and one contract commercial review reads for before you sign.

Does our licensee’s use protect the registration from non-use cancellation?

Yes, if the licensee really uses the mark. Anyone may apply to cancel a registration left unused for three consecutive years without a proper reason (撤三).^⁠[3] Use by a licensee counts as the owner’s use, and the owner may answer a cancellation with evidence of it.^⁠[5,6]

The licence alone is not use. The Supreme People’s Court says so expressly: a transfer or a licence with no actual use of the mark does not count.^⁠[6] For a brand that sells in China only through its licensee, the licensee’s invoices, packaging and advertising are the registration’s defence. The licence can require the licensee to keep them and hand them over. If the licensee files a mark of its own close to yours, that is a different problem, covered in getting your brand back from a distributor.

What changes for trademark licences on 1 January 2027?

The licence article moves from Article 43 to Article 55 of the revised Trademark Law, keeps its three paragraphs, and gains one sentence.^⁠[7] Whether a dispute that straddles the date is decided under the old law or the new one is covered in which Trademark Law applies across 1 January 2027.

Point	To 31 December 2026	From 1 January 2027
Licence, quality, marking and recordal	Article 43	Article 55
Licensee fails its quality obligation	No termination right in the article	The licensor may terminate the licence
What counts as use	Use on goods, packaging and trade documents, and in advertising, exhibitions and other commercial activity	The same, and use through the internet and other information networks, stated expressly
Foreign owner acts through a Chinese agency	Article 18	Article 11
Three-year non-use cancellation	Article 49	Article 57
Who may sue	Article 60: owner or interested party	Article 74: the same

Two texts the courts and CNIPA rely on still carry the old numbering on 6 October 2026. The Supreme People’s Court’s interpretation defines the licence types by reference to Article 43. The Implementing Regulations, which set the recordal rules, are the 2014 text, the version CNIPA’s trademark site still carries.^⁠[1,5] Whether either is revised before 1 January 2027 is not yet known.

If the partner will resell goods you make rather than make its own, that is a distribution or agency arrangement, covered in appointing a Chinese distributor or agent without a company. Trademark strategy and filing coordination covers the recordal and the classes the licence needs.

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Licensing your mark to a Chinese company? Trademark Strategy & Filing Coordination We check what your registration covers against the goods you plan to license, and plan the filings the licence needs. From US$180, strategy in days; registration 9–12 months. See the service