The short answer to how to review a trademark and IP portfolio before acquiring a company is this: first determine how the deal structure affects the rights, then verify the seller's inventory through independent registry checks, examine the chain of title that the registry does not show (employee and outsourced contributions, licenses, domain names), and tie every risk you find either to the price or to a protection in the contract. IP due diligence means carrying out these four steps on the basis of documents.
The sections below cover, in order, the difference between share and asset deals, the inventory and registry check, terms and fees, encumbrances and disputes, the chain of title outside the registry, license agreements, a red flag table and contractual protections.
How Does the Deal Structure Affect IP?
The first question is what is being bought: the company's shares, or the company's assets or business? The answer determines how the rights change hands and which registry filings will be needed.
| Structure | Where do the rights stay? | Registry filing |
|---|---|---|
| Share transfer | With the company; the legal entity holding the rights does not change | Owner does not change; the registry is updated if the trade name or company type changes |
| Asset or business transfer | With the seller unless each right is assigned separately | Notarized assignment and registry recordal for each trademark, patent and design |
| Merger | Pass automatically to the acquiring company upon registration | An update of the owner details in the registry should be requested |
The most common misconception in a share deal is assuming that every mark the company uses belongs to the company. If the mark is registered in the founder's personal name or in the name of another group company, buying the shares does not bring that mark with it. The effect of a trade name change on the registry is explained in our article on what happens when the trademark owner's name changes.
In an asset deal, by contrast, each industrial property right is a separate legal transaction. Under Art. 148(2) of Industrial Property Law No. 6769 (SMK), these transactions can be carried out independently of the business; so the safest approach is to assume that a transfer of the business does not automatically cover a mark not listed in the contract. An assignment agreement is not valid unless notarized (Art. 148(4)), and rights arising from a transaction not recorded in the registry cannot be asserted against third parties acting in good faith (Art. 148(5)). These rules also apply to applications (Art. 148(8)). In a merger, under Art. 153(1) of Turkish Commercial Code No. 6102 (TTK), all assets and liabilities of the absorbed company pass to the acquiring company upon registration; updating the registry records should nevertheless be followed up separately.
Inventory Request and Independent Registry Check
Due diligence starts with asking the seller for a complete inventory and continues with verifying that inventory independently against the registry. The seller's list is a starting point, not proof.
The inventory should include at least: trademark applications and registrations in Turkey and abroad; patents, utility models and designs; domain names; social media and marketplace accounts; software developed by the company; licenses granted and taken; and pending oppositions, revocations and lawsuits. For each item, ask for the file number, owner name, country and status.
The following sources are used for verification:
- TÜRKPATENT registry: The registry is public (SMK Art. 22(3)). A registry extract for a trademark costs TRY 2,890 under the 2026 tariff (02.01.05); check current amounts in the TÜRKPATENT (Turkish Patent and Trademark Office) tariff.
- WIPO Global Brand Database: Allows searching by owner name across the trademark records of many national offices and the Madrid system.
- PATENTSCOPE: Used for international (PCT) patent applications and many national collections.
- Foreign offices: The status in key markets should be confirmed separately in that country's official registry.
A search by owner name often turns up records that are not in the inventory: applications filed in the founder's personal name, registrations still under an old trade name, or forgotten foreign filings. To find the records and compare class coverage with the business, you can use our trademark search service. The detailed registry checklist used when buying a single trademark is in our article on what to check when buying a trademark.
Terms of Protection, Renewals and Annual Fees
Each type of right has a different calendar of terms and fees; a deadline falling due right after closing is a risk left to the buyer. A trademark is protected for 10 years and is renewed within the 6 months before expiry or, if that is missed, within a 6-month grace period with an additional fee (SMK Art. 23). A registered design is protected for 5 years and can be extended up to 25 years through five-year renewals (Art. 69(1)).
For patents, annual fees are decisive. Fees are paid at the end of the second year from the filing date and then each year on the due date; a fee not paid when due can be paid within 6 months with an additional fee, and if it is not paid within that period either, the patent right ends as of the due date (Art. 101(2)-(4)). The right can be restored within 2 months of notification by paying a reinstatement fee; however, rights acquired in the meantime by third parties are not affected (Art. 101(5)). Ask the seller for payment receipts and flag separately the files that are in the grace period.
What to Look for in Patent and Design Files
For patent and design files, the question is not only "is there a record?" but "what does this record protect?" The scope of protection conferred by a patent is determined by the claims; the description and drawings are used to interpret the claims (SMK Art. 89(1)). A statement in the seller's presentation that "our product is patented" is not enough: have a technical expert read whether the claims actually cover the product the target company sells or the process it uses.
Distinguish the stage of the file as well. A pending patent application is not worth the same as a granted patent; the findings in the search report and the communications received during examination indicate the likelihood of the claims being narrowed. With competitors' patents, the risk runs the other way: the target company's product may infringe someone else's patent. For core products, a preliminary search in this direction should also be considered in high-value deals.
For designs, compare whether the registered images match the product on the market; if the product has changed over the years, the registration may be protecting an old model. Because the images of designs for which deferred publication was requested can be kept closed to inspection by third parties for up to 30 months (SMK Art. 66), ask the seller directly for the images of these files.
Encumbrances, Use and Disputes
The registry extract shows license, pledge, attachment and injunction records on the rights; these pass to the buyer together with the right. Unused marks carry a revocation risk, and pending oppositions and lawsuits carry the risk of losing scope. At the single-mark level these checks are listed one by one in the registry checklist mentioned above; the difference at company level is that the same check is done for the entire portfolio and by type of right. For patents and designs, license, pledge and attachment records are read from the registry in the same way, because SMK Art. 148 governs these legal transactions for all industrial property rights.
A practical method is to split the portfolio into "core" and "peripheral" rights. Core rights are the main brand, key patents and product designs that carry most of the revenue; for these, every record is read individually. For peripheral rights, sampling and a seller statement may be enough.
The Chain of Title Not Shown in the Registry
The most frequently overlooked part of IP due diligence is the rights that appear in no registry. Software, logos, website content and product photos are protected by copyright and are not registered. Whether these assets belong to the company depends on the contracts made with the people who created them.
For works created by employees in the course of their work, the rights are exercised by the employer unless agreed otherwise (Law No. 5846 on Intellectual and Artistic Works (FSEK), Art. 18(2)). With freelance developers and agencies, however, the rights pass only through a written contract that lists the rights one by one (FSEK Art. 52). A company that had part of its source code written externally may not own all of the software if it cannot produce these contracts. The SMK has separate rules for employee inventions and designs; details are in our guide on ownership of work created by employees and freelance designers.
There is one more subtlety in an asset deal: an economic right or a license to use that the company itself acquired from someone else can be transferred to a third party only with the author's written consent (FSEK Art. 49(1)). For this reason, whether purchased software licenses and rights obtained from an agency will pass to the buyer should be checked separately. The license terms of open source components used in the software should also be listed, as they may affect whether the product can be sold as closed source.
Domain names and social media accounts are often registered to the personal account of an employee or founder. Check the registrant, administrator access and two-factor authentication details; the routes available if the domain name has passed to someone else are covered in our article on domain name disputes.
License and Commercial Agreements
The licenses the company has granted and taken determine the real value of the portfolio. An exclusive license can restrict even the trademark owner's own use; a long-term, low-fee license reduces the income expected from the mark. In each agreement, read these provisions: exclusivity, territory and term, termination conditions, prohibition on assignment and the change of control clause. The last one gives the other party a right to terminate or approve when the company's ownership structure changes; an important license can be lost through this clause even in a share deal. Provisions on use of the mark in distribution, manufacturing and franchise agreements should be reviewed with the same eye.
Red Flag Table
| Finding | Why is it a risk? | Suggested solution |
|---|---|---|
| Main brand in the founder's personal name | A share transfer does not bring the mark | Notarized assignment to the company and registry recordal before closing |
| Old trade name on the registry | Service and authority problems | Update of the trade name record before closing |
| Patent annual fee in the grace period | The right may lapse | Making payment a closing condition |
| Freelance developer contribution to software, no contract | Part of the source code may not belong to the company | Obtaining a written assignment; if not possible, a price reduction or indemnity |
| Domain name in an employee's personal account | Loss of access | Transfer to a company account at closing |
| Critical license with a change of control clause | The licensor may terminate | Prior written consent from the licensor |
| Pending invalidation or revocation file | Loss of scope or of the right | Holding part of the price in escrow |
| Same mark owned by someone else in a target market | Growth plan is blocked | Taking it into account in valuation; separate legal analysis |
Which Protections Should the Contract Include?
Every risk found in due diligence is either reflected in the price or tied to a mechanism in the contract. A share or asset purchase agreement should include the following IP provisions:
- Representations and warranties: That the inventory is complete and accurate, that the rights belong to the company and are in force, that they do not infringe third-party rights, and that there are no licenses, encumbrances or disputes other than those disclosed.
- Indemnity: Compensation of the buyer's loss if the representations prove false; the time limit and cap should be set separately for IP.
- Pre-closing fixes: Making steps such as assigning rights registered in the founder's name, updating the trade name, paying outstanding renewal and annual fees and transferring domain names conditions of closing.
- Escrow: If there is a pending lawsuit or revocation file, holding back part of the price until the outcome.
- Post-closing cooperation: The seller providing without delay the signatures and documents needed for registry recordals.
How the acquired rights are integrated into the portfolio after closing is covered in our article on trademark portfolio management, and how the findings are reflected in the price in our article on trademark valuation. For the check to be carried out every year after the acquisition, you can use our annual IP audit guide.
Fictional example: an investment fund plans to buy the shares of "Talvera Yazılım" (fictional). The review reveals that the main brand is registered in the founder's name, that part of the mobile app was written by a freelance developer without a contract, and that the domain name is still in a former employee's account. The fund makes the notarized assignment of the mark to the company, a written assignment from the developer and the transfer of the domain name conditions of closing, and also has a separate indemnity clause included in case the developer cannot be reached. Had the same findings come to light after closing, each would have been a problem requiring renegotiation with the seller and costing time.
Support for Pre-Acquisition Review
IP due diligence gives you bargaining power at the acquisition table; done after closing, it becomes just a list of problems. Webx can run the registry search for the portfolio, report missing assignments and handle the assignments set as closing conditions from notarization through to TÜRKPATENT recordal; details are on our trademark assignment service page. Recording a trademark assignment costs TRY 5,960 under the 2026 tariff (02.01.06).
Sources
- Legislation Information System — Industrial Property Law No. 6769 (SMK) (Arts. 22(3), 23, 69, 101, 148)
- Legislation Information System — Turkish Commercial Code No. 6102 (TTK) (Art. 153: legal consequences of a merger)
- Legislation Information System — Law No. 5846 on Intellectual and Artistic Works (FSEK) (Arts. 18, 49, 52)
- TÜRKPATENT — Trademark Transaction Fees (02.01.05 registry extract, 02.01.06 assignment recordal)
- WIPO — Global Brand Database (international trademark search by owner name)
- WIPO — PATENTSCOPE (international and national patent records)
