- Is the trademark registered, or is it a common-law mark?
- In a share purchase, trademarks and domains already owned by the corporation generally come with the corporation itself — the underlying ownership question is less about mechanics and…
The name over the door, the logo on the packaging, and the website customers already know — these are often what a buyer is really paying for when they buy a small business. Yet it's surprisingly common for a business's trademarks and domain names to be registered in a way that doesn't match who's actually selling the business. A domain registered to a founder's personal email years ago. A logo trademarked under an old company name that no longer exists. A social handle controlled by a former employee.
None of this necessarily means anything improper happened — it usually just reflects how a business grew informally over time. But if you're buying the business, confirming trademark and domain ownership before closing is what stands between you and a genuinely awkward discovery afterward: that the brand identity you paid for isn't actually the seller's to sell.
Five Things to Verify Before You Rely on the Brand
1. Is the trademark registered, or is it a common-law mark?
A business can have real trademark rights just from using a name in commerce, even without formal registration — but unregistered ("common law") rights are generally narrower and harder to enforce than a registered trademark. Find out which situation applies here, since it changes both the value of what you're buying and how it needs to be transferred.
2. Does the registered owner actually match the seller?
If the trademark is registered, check the name on the registration itself. It's common to find a mismatch — the mark registered to an individual rather than the operating corporation, or to a predecessor company that was later renamed or dissolved. A mismatch doesn't necessarily mean the seller has no rights, but it does mean the paper trail needs to be fixed before (or as part of) closing, through a proper assignment.
3. Who controls the domain registration and account?
Domain ownership is tracked through the domain registrar, not through any government trademark registry. Confirm who is listed as the registrant, and — just as importantly — who actually has access to the registrar account, the DNS settings, and the associated business email addresses. A domain "owned" by the business but controlled through a departed employee's personal registrar login is a real and common risk.
4. Are there any competing claims or disputes?
Ask directly whether anyone has ever challenged the business's use of its name, logo, or domain — a cease-and-desist letter, a trademark opposition, a domain dispute. A past dispute that was resolved isn't necessarily a dealbreaker, but an active or unresolved one is something to price into your offer or resolve before closing.
5. Is there a proper written assignment in place for closing?
Simply listing a trademark or domain as an asset in the purchase agreement doesn't formally transfer it. Trademark ownership is generally transferred by a written assignment, which can then be recorded with the relevant federal trademark register so the public record matches the new owner. Domain transfers go through the registrar's own transfer process, using the registrant's login access. Both should be planned as specific closing steps, not left to happen informally afterward.
Why This Matters More in an Asset Purchase
In a share purchase, trademarks and domains already owned by the corporation generally come with the corporation itself — the underlying ownership question is less about mechanics and more about whether the corporation ever owned them cleanly in the first place. In an asset purchase, by contrast, each trademark and domain needs to be specifically identified, assigned, and (where applicable) re-registered in the buyer's name — so gaps in the seller's own ownership become the buyer's direct problem to solve before relying on the brand.
Frequently asked questions
What if the domain is registered to the seller's personal name instead of the business?
This is common and usually fixable, but it needs to be addressed explicitly — through a personal assignment from that individual as part of the deal, with registrar access transferred at closing, not just a promise that it will happen "later."
Can I still buy a business if its trademark was never formally registered?
Yes — many small businesses operate for years on common-law trademark rights alone. It's a valid business to buy, but you should understand that unregistered rights are generally narrower, and consider whether registering the mark yourself after closing is worthwhile.
Does buying the business's social media accounts happen automatically with the sale?
No. Social media accounts are governed by each platform's own terms and login credentials, not by trademark or domain law. Treat account access and transfer as its own explicit item in your closing checklist.
Who should handle the actual trademark assignment paperwork?
Your lawyer typically prepares or reviews the assignment as part of the broader purchase agreement and closing documents, to make sure the ownership record is properly updated alongside the rest of the transaction.
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