Can I Use That Logo? IP Checks Before You Buy or Sell a Business
- JLAJLA
- Apr 21
- 2 min read
Intro
You’ve agreed on a price. The contract is nearly ready. But what about the logo, the website, or the business name—are they actually included in the deal? And do they even belong to the seller in the first place?
This post explains the importance of checking intellectual property (IP) before buying or selling a business—and how to avoid nasty surprises after settlement.
Why It Matters
Buyers often assume that all the brand assets come with the business. But that’s not always the case. The logo might have been designed by a freelancer who never transferred ownership. The domain might be registered to the seller personally. The trade mark might not be registered at all.
If the IP isn’t transferred properly—or doesn’t belong to the seller to begin with—the buyer may not have the right to use key parts of the brand after the sale.
What You Need to Know
What Counts as IP in a Business Sale?
IP includes more than just the logo. It can cover:
Business and trading names
Logos and brand design
Domain names and social media handles
Website content and marketing collateral
Customer databases and CRM platforms
Product names, slogans, and processes
Each of these should be identified and documented in the sale contract.
Ownership Isn’t Always Straightforward
Just because a business uses a brand doesn’t mean they own it. Common issues include:
Logos created by contractors with no transfer of copyright
Websites or domains registered to the business owner's name
Business names registered with ASIC (which doesn’t give IP rights)
Trade marks that haven’t been registered—or are registered in someone else’s name
| Risk: If the business doesn’t own the IP, it can’t legally sell or assign it. That means the buyer could be paying for assets they can’t use.
Registering a Trade Mark Helps—But Isn’t Everything
Registered trade marks give you stronger legal rights—but not all businesses have them. And some only register the name, not the logo.
As a buyer, check:
Whether any trade marks are registered
Who owns them
Whether they match the business being sold
As a seller, make sure all IP is documented, owned, and assignable before going to market.
Commercial Insight
Brand value is a big part of what buyers are paying for. If that value isn’t legally secured—or can’t be transferred—the whole deal can be undermined.
An IP audit doesn’t have to be complicated. But it should be part of your prep process—just like checking leases, staff, and financials.
What IP Checks to Do Next
List all brand and digital assets being sold
Check who owns them (and whether they’re registered)
Review the business sale contract to ensure IP is clearly included
Consider registering trade marks if they haven’t been already
Get legal advice if you’re unsure about ownership or assignment
Don’t wait until after the sale to find out you can’t use the brand.
Closing Wrap
I help buyers and sellers work through the legal side of IP—so the brand, the logo, and the digital assets are properly transferred. If you’re buying or selling a business and want to make sure the IP side holds up, let’s talk before contracts are signed.
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