IP Due Diligence for M&A in India: 15-Point Checklist Across 5 Registries and Courts

How-to · M&A · Intellectual Property

Updated for 2026 · Claw Editorial

In an Indian acquisition, the IP a buyer is paying for is often the part that is least checked. A mark may be registered in the wrong name, a patent may have lapsed for non-payment, a founder may never have signed an assignment, or a rival may already be suing over the brand. This guide gives a 15-point IP due diligence checklist that covers five registries and the court records, so you can confirm what the target owns and what is being fought over before you sign. Last verified October 2026.

01Why IP due diligence goes wrong

IP due diligence fails when the buyer trusts the seller’s list instead of checking the public record. In India the record is split across several offices and many courts, so gaps are easy to miss.

The records are in different places

Trade marks, patents and designs sit with the Indian Patent Office system at IP India. Copyright registration sits with the separate Copyright Office. Domain names sit with the .IN Registry and other registrars. A disclosure schedule from the seller rarely covers all of these, and almost never covers court records.

Registered is not the same as owned

A registration shows who applied. It does not prove that the person who created the work or invention passed the rights to the company. The legal tests for that sit in the Patents Act and the Copyright Act, and they are strict about writing.

Disputes often hide in court, not in a registry

An infringement suit, a rectification petition or an opposition may be pending against the target. A seller may not list it, or may list it only under one party name. If you only check registries, you will miss it.

A registry tells you who holds the right. A court record tells you whether someone else is trying to take it away.

02How to run the review

Run the review in three passes: ask, verify, then test against disputes. Doing them in this order saves time and gives you better questions for the seller.

1. Ask: get the seller’s IP schedule, every name the group has used, and all assignment and licence documents.
2. Verify: check each item on the public registers listed below. Match the owner name, the status and the dates.
3. Test: search court records by party name, including old names, group companies, founders and key brands.

Keep a list of every name variant before you start. Names change through mergers, spelling differences and renamed entities, and one missed variant can hide a live case. Also note the cut-off date of each search, because registers and cause lists change daily.

03The 15-point checklist

The checklist below has three points for each of five registries, plus a court record sweep. Tick each point and record the date you checked it.

Registry 1: Trade Marks Registry

1. 1. Ownership and status. Check that every key brand is registered in the name of the target itself, not a founder or an old group company. Note the class, status and filing date.
2. 2. Renewals. A registered mark is valid for 10 years and must be renewed (Trade Marks Act, 1999, s.25). Check the renewal date of each mark and whether any has gone into the restoration stage.
3. 3. Oppositions, rectifications and Journal conflicts. Check for pending oppositions, rectification petitions (s.57) and similar marks published in the Trade Marks Journal that may threaten the target’s brand.

Registry 2: Patent Office

1. 4. Granted or only pending. Separate granted patents from applications. Note the filing date, grant date and inventor names.
2. 5. Renewal fees paid. A patent lasts 20 years from filing but needs annual renewal fees. Confirm that none has lapsed.
3. 6. Pending actions. Check pending oppositions, revocation matters and any hearing or reply deadlines in the patent file, since a missed deadline can end an application.

Registry 3: Designs Office

1. 7. Registered designs. List the registered designs and confirm the owner name matches the target.
2. 8. Term and extension. Design protection runs for 10 years and can be extended by 5 more (Designs Act, 2000, s.11). Check where each design stands.
3. 9. Cancellation risk. Check for any pending cancellation petition or prior publication that could weaken the design.

Registry 4: Copyright Office

1. 10. Registrations held. Copyright arises on creation, and registration is optional, but a certificate helps as evidence. Check the registrations the target does hold at copyright.gov.in.
2. 11. First owner and assignments. For software, content, designs and logos, find out who created them. Check for signed assignments from every employee, freelancer and agency (Copyright Act, 1957, ss.17 to 19).
3. 12. Scope of each assignment. Read the duration, territory and rights granted. If the document is silent, the Act fills the gap with default terms. See the chain of title section below.

Registry 5: Domain names

1. 13. Registrant and renewal. Check the registrant of each domain in the .IN Registry WHOIS or the relevant registrar, and confirm it is the company, not an individual or agency. Confirm expiry dates.

Court records

1. 14. Party-name litigation search. Search all courts by the target’s name, old names, directors and main brands, as plaintiff and as defendant. Include the High Court IP Divisions, for example the Delhi High Court IPD, where trade mark rectification matters carry the code C.O. (COMM.IPD-TM).
2. 15. Past IP judgments and orders. Read earlier judgments and settlement orders that involve the target’s marks or patents. They can show admitted weaknesses, injunctions, undertakings and limits on use.

04A sample undisclosed matter, found by party-name search

The example below is illustrative. It is not a real client matter. It shows why point 14 matters.

Imagine a buyer is acquiring a consumer brand. The seller’s schedule lists three clean trade marks and says there is no litigation. The registry check agrees: all three marks are registered, renewed and in the company’s name. Everything looks fine.

The buyer’s lawyer then searches court records for the company’s earlier trading name, which the seller did not mention in the schedule. The search turns up a suit in a High Court IP Division filed under that old name, where a competitor alleges the main brand copies its own. Neither the registry nor the seller’s schedule showed it, because the case was listed under the old name and the registry only shows the current owner.

This is the value of party-name search. It does not depend on the seller’s memory. You ask the court record, using every name the target has ever used.

Once found, the buyer can ask for an indemnity, a price adjustment, a closing condition, or a fuller disclosure. Without the search, the buyer would have bought the dispute along with the brand.

05Chain of title: the legal tests

For patents and copyright, the law decides ownership by looking at documents, not by who registered. Two tests come up in almost every deal.

Patents Act, 1970, s.68

An assignment of a patent, or of a share in it, is not valid unless it is in writing and the agreement is reduced to a document that sets out all the terms. Section 69 deals with registering assignments at the Patent Office. Ask for the signed assignment, and check that it was recorded.

Copyright Act, 1957, ss.17 to 19

• Section 17 says who is the first owner. As a general rule it is the author, with exceptions such as works made in the course of employment under a contract of service. A commissioned work, such as a logo from an agency, may not belong to the company without a written assignment.
• Section 18 allows copyright to be assigned, including for future works.
• Section 19 sets the mode. An assignment must be in writing and signed by the assignor. It should state the work, the rights, the duration and the territory. If duration is not stated, it is taken as five years. If territory is not stated, it is taken as India.

These defaults matter. An assignment that says nothing about duration may have expired, and one that says nothing about territory may not cover overseas markets. For case law on these sections, search the judgments on Indian Kanoon and the official High Court sites, and cite the exact judgment in your report.

06What to do with the findings

Sort every finding into one of three buckets: fix before signing, price into the deal, or accept and monitor.

• Fix before signing: missing assignments, marks held in a founder’s name, lapsed renewals that can still be restored, domains held by agencies.
• Price into the deal: pending infringement or rectification cases, known conflicting marks, weak assignments that cannot be repaired.
• Accept and monitor: minor conflicts, later renewal dates, applications still waiting for examination.

Write findings into the share purchase agreement as representations, warranties, specific indemnities and conditions precedent. After closing, keep watching the registers and the court records, because the first months are when old disputes tend to surface. For a closer look at assignment problems, see IP assignment and chain of title in India. For automating the post-deal watch on cases, see litigation monitoring through an API.

07Where Claw fits

Claw is an all-in-one legaltech platform for Indian advocates, law firms, and corporate legal teams, combining AI-based case search, an AI legal assistant (Legal GPT), case management, and compliance automation across all Indian courts and tribunals.

Points 14 and 15 depend on a court search the seller cannot filter for you. Claw tracks cases, orders and hearings across 9,102 courts, benches and forums, holds 30 crore+ judgments, covers Supreme Court records from 1950 and High Court records from 1990, and returns results in under 5 seconds. Claw does not use customer documents to train AI models.

Create a FREE Claw account to run the party-name litigation search across every old name and brand before you sign, and to run case search across Indian courts.

08Sources and further reading

Check every statute and form against the primary source before you rely on it. Last verified October 2026.

• IP India (trade marks, patents, designs, fees and forms): ipindia.gov.in
• Patents Act, 1970 (India Code): indiacode.nic.in
• Copyright Office: copyright.gov.in
• .IN Registry: registry.in
• Delhi High Court (IPD rules and judgments): delhihighcourt.nic.in
• Indian Kanoon (judgments and the Delhi High Court IPD Rules, 2022): indiankanoon.org
• Claw: clawlaw.in

This guide is general information, not legal advice. Fees, forms and rules change, so confirm current details on the official sites.

09Frequently asked questions