There are no general registration requirements for commercial contracts under Angolan law; however, certain exceptions may arise. Furthermore, Industrial Property Rights licenses are subject to registration within the Angolan Industrial Property Institute (IAPI) in order to be enforceable against third parties.
Key commercial contract considerations
Registration of commercial agreements
Angola
Argentina
The general rule is that commercial agreements are not registered, and that their validity and effect is not subject to registration requirements. However, certain types of agreement must be registered to be effective or to have full effects against third parties. Agreements subject to registration include business association agreements, certain publishing agreements, certain chattel mortgages and certain agreements related to real estate. International transfer of technology agreements are subject to registration for tax purposes.
Australia
There is no requirement to register commercial agreements. However, if security interests over personal property are created pursuant to an agreement, they should be registered under the Personal Properties Securities Act 2009 (Cth). Registration is generally required to perfect the security interest and make it enforceable against 3rd parties. Failure to register will not void the security but may result in the unregistered security interest being defeated by a later-registered security interest or a bona fide purchaser without notice.
Austria
There are no general registration requirements for commercial contracts, except for any transfer of patents and registered rights where the Patent Office must be provided with the transfer agreement in order to register the transfer.
Registration of licenses for patents, utility patents, designs and trademarks is possible and necessary for the license to have erga omnes (absolute) validity, but is not required for the validity of the transfer itself.
Belgium
There are no general registration requirements for commercial contracts. Registration of licenses for patents, designs and trademarks is possible and necessary for the license to have erga omnes (ie, absolute) opposability, but is not required for the validity of the transfer itself.
Brazil
Generally speaking, contracts are valid and effective between the contracting parties regardless of registration.
Contracts need to be registered with the Registry of Deeds or other specific Registries in order to be effective and enforceable against 3rd parties and, if applicable, in case of remittance of royalties from Brazil to abroad.
Canada
There is no general requirement to register contracts. Transfers and licenses for intellectual property such as patents, trademarks, registered copyrights and industrial designs are generally registerable. The details of registration are set out in the applicable legislation. While registration is generally not a requirement to make the transfer or license valid, it would be prudent to consider registering because a subsequent purchaser for value without notice may acquire rights that limit or defeat the prior assignee’s or licensee’s rights if a transfer or license is unregistered.
Chile
Acts performed over industrial property rights, such as assignments, licenses or liens, shall be executed at least in a private document, and recorded before INAPI. Though is not a validity requirement, recording is necessary for publicity purposes.
With regards to copyright, any assignment must be recorded before the DDI within 60 days of executing the agreement. Law 17.336 requires that these agreements must be subscribed through a public instrument, or a private instrument before a Notary Public.
China
Technology transfer agreements shall be approved by or filed with the applicable competent authority, depending on the nature of the technology. Trademark and patent license agreements shall be registered with the China National Intellectual Property Administration. Material contracts of publicly-traded companies may require disclosure.
Colombia
Any agreement that transfers or assigns an industrial property right shall be registered before the competent authority. The transfer of copyrights should only be registered for publicity purposes.
Czech Republic
No general registration requirement.
Registration of licenses for intellectual property (other than copyright and trade secrets, which are not registrable) in the respective register is generally possible and it enables to make the licenses enforceable against 3rd parties by such registration.
Denmark
There is no general registration requirement for commercial contracts.
Agreements regarding transfer of EU trademarks and designs protected by the EU design regulation must be registered.
Finland
There is no registration requirement for commercial contracts. As a general principle, commercial agreements regarding intellectual property do not need to be registered. Some contracts may require registration, such as patent pledge agreements. Registration of licenses for patents, designs and trademarks are possible but not required.
France
There is no general registration requirement for commercial contracts under French law.
Germany
There is no registration requirement.
Hong Kong, SAR
There is no general registration requirement for commercial contracts. Material contracts entered into by listed companies may require disclosure.
Certain commercial transactions affecting rights in registered designs, patents and trademarks, including assignment, mortgage and license, are registerable. Failure to register may render the transactions unenforceable against potential subsequent buyers of the rights without notice.
Hungary
No general registration required.
Registration of licenses for patents, trademarks and designs are possible but not obligatory.
India
The Registration Act 1908 lists contracts for which compulsory registration is required. This generally includes instruments relating to transfer of immovable property, including gifts, leases and other non-testamentary instruments transferring or assigning or extinguishing any right, title or interest, to or in immovable property.
In addition, stamp duty is required to be paid under federal or state Stamp Acts in order to validate or authenticate certain documents, such as intellectual property assignment agreements.
Indonesia
Generally, commercial agreements do not require registration.
Ireland
There is no requirement to register commercial agreements in Ireland.
Israel
There is no general registration requirement under Israeli law in connection with commercial agreements. Nevertheless, some agreements (eg, real estate or security documents) may require filing in order to be perfected or binding vis-à-vis the relevant authorities or 3rd parties. In addition, publicly traded companies may be required to disclose certain material contracts.
Italy
While it is not necessary to register an agreement at the Italian PTO, the registration of some contracts (eg, trademarks and patent licenses) may be advisable, especially for evidentiary purposes in case of a court proceeding.
Japan
There is no general registration requirement for commercial contracts. Material contracts of publicly-traded companies may require limited disclosure.
Patent license or trademark license for statutory exclusivity requires registration to be enforceable. Registration of non-exclusive licenses for trademarks is possible in order to put potential buyers of the trademarks on notice of the license. Such registration is, however, not required.
Registration of copyright licenses is not available in Japan, although transfer or assignment of copyrights can be registered to assert such assigned rights against third parties.
Luxembourg
There are no general registration requirements for commercial contracts. Registration of licenses for patents, designs and trademarks is a legal requirement for the license to become enforceable against 3rd parties and entitles the licensee to have an absolute defense against infringement but is not required for the validity of the license itself.
Mexico
No general registration requirement, but all intellectual property-related agreements shall be registered before the relevant governmental authority to be effective against 3rd parties.
Netherlands
There are no general registration requirements for commercial contracts. Registration of licenses for patents, designs and trademarks is possible and necessary for the license to have 3rd-party effect, but is not required for the validity of the license itself.
New Zealand
There are no general registration requirements for commercial agreements. However, some commercial agreements may require disclosure where they relate to publicly listed companies or the state sector.
Where an agreement creates a security interest over personal property then this should be registered on the Personal Property Securities Register, pursuant to the Personal Property Securities Act 1999.
Nigeria
There are no general registration requirements for commercial contracts. However, the National Office for Technology Acquisition and Promotion (NOTAP) Act provides for the registration of technology transfer agreements. A 2019 decision by the Nigerian Court of Appeal declared that the non-registration of technology transfer agreements does not render such agreements invalid or unenforceable.
Further, registration of licenses for patents and industrial designs (ie, general rights transfer and contractual licenses) are mandated by law. Failure to register the license with the Patent and Designs Registry affects validity.
Under the Trademarks Act, a registered mark that is assigned to a 3rd party, must be registered at the Trademark Registry in the name of the assignee within 6 months from the date of the assignment or any such extended period allowed by the Registrar. An assignee that fails to comply with this provision will not acquire any right under the assignment, unless the direction of the Registrar is obtained.
Norway
There is no general registration requirement for commercial contracts. Some contracts may, however, require registration to be enforceable towards third parties, such as patent pledge agreements.
Registration of licenses for patents, designs and trademarks is possible to put potential buyers of the patents, designs and trademarks on notice of the license. Such registration is not required.
Peru
N/A
Philippines
There is no general registration requirement, though some government contracts may require filing. Material contracts of publicly traded companies may require disclosure.
Registration of licenses for patents, registered copyrights and trademarks is possible to put potential buyers of the patents, registered copyrights and trademarks on notice of the license. Under the IPC, technology transfer arrangements (TTA) may be registered with the Documentation, Information and Technology Transfer Bureau of the Intellectual Property Office of the Philippines (IPO-DITTB). TTAs that do not conform to the mandatory and prohibited clauses for voluntary licensing under the IPC are automatically rendered as unenforceable unless said TTA is registered with the IPO-DITTB.
Certain contracts are required to appear in public documents or acknowledged before a notary public or authorized officer for greater efficacy or to bind third parties, but such requirement does not affect the validity of said contracts as between the parties.
Poland
In general, the contracts do not need to be registered. However, certain laws may require that specific contracts be registered in order to cause specific legal consequences.
Portugal
There are no general registration requirements for commercial contracts under Portuguese law; however, certain exceptions may arise. Furthermore, Industrial Property Rights licenses are subject to registration within the Portuguese Industrial Property Institute (INPI) in order to be effective against 3rd parties.
Romania
Trademark and industrial design licenses and assignments must be registered with the SOIT for opposability purposes.
Russia
There is no general registration requirement with regard to commercial agreements, though certains kind of contracts, such as contracts involving transfer of trademarks and patents, require a prior registration.
Saudi Arabia
There is generally no legal requirement for commercial contracts to be registered (subject to certain exceptions, for example registration of qualifying agency, distribution and franchise agreements with the Ministry of Commerce and Investment).
Singapore
There is no registration requirement for contracts in Singapore.
Slovak Republic
The registration of license agreements related to an object of the industrial rights may be required by a specific regulation. For example, pursuant to the Patent Act, a license agreement shall have legal effects towards 3rd parties from the date of registration by the Industrial Property Office. However, even if the registration has not been conducted, the license agreement should still have legal effect between licensor and licensee.
South Korea
In Korea, either non-exclusive or exclusive licenses may take effect contractually between the parties without registration. However, if the exclusive licensee wishes to create a right that can directly exercise its right to exclude a 3rd party from practicing the licensed patent, registration is necessary. Further, in either case of non-exclusive or exclusive licenses, a registered right of the licensee is honored in the event that the licensed patent is assigned to a 3rd party, but unregistered right of the licensee does not have such an effect.
Registration does not ensure that a licensor's bankruptcy administrator will not decline to perform obligations under a license agreement or revoke a license agreement under applicable law of bankruptcy. However, assuming that the administrator does not decline the license obligations or revoke the license agreement, registration will be beneficial if the licensed patents are transferred to a 3rd-party purchaser in connection with the licensor's bankruptcy. In other words, if the license is registered, the purchaser cannot acquire the patents free of the license.
A 3rd-party purchaser will acquire a patent free of any existing license unless the license is registered. In contrast, if the license is registered, the license is enforceable to a 3rd-party purchaser in the way that the 3rd-party purchaser acquires the patent subject to the pre-existing license.
The above applies to trademarks, utility models, designs and registered copyrights.
Spain
There is no general registration requirement for commercial agreements.
Registration of licenses for patents, registered copyrights and trademarks is possible but not required (only to have effect in front of 3rd parties).
Sweden
There is no general registration requirement for commercial contracts.
As a general principle, commercial agreements regarding intellectual property need not be registered. Some contracts may require registration, such as patent or trademark pledge agreements.
Registration of licenses for patents, designs and trademarks is possible to put potential buyers of the patents, designs and trademarks on notice of the license. Such registration is not required.
Switzerland
There is no general registration requirement for commercial contracts.
Registration of licenses with the Swiss Federal Institute of Intellectual Property is possible for registry rights such as patents, designs and trademarks in order to have a license effective as to 3rd parties.
Taiwan, China
There is no law requiring registration of commercial agreements. However, if a commercial agreement will result in the transfer, pledge or license of any trademark, patent or circuit layout, it shall be recorded with the competent authorities. Failure to register will render such transfer, pledge or license unenforceable against any bona fide third party.
Ukraine
Generally, there are no registration requirements applicable to commercial contracts.
Assignment agreements in relation to registered IP objects (eg, trademarks, inventions, utility models and industrial designs) are subject to obligatory registration with the National Intellectual Property Authority – the State Organization “Ukrainian National Office of Intellectual Property and Innovations”. The rights to these objects are transferred to the assignee from the moment of registration of the assignment agreement.
License agreements for use of registered IP objects (eg, trademarks, inventions, utility models and industrial designs) are subject to voluntary registration with the State Organization "Ukrainian National Office of Intellectual Property and Innovations", which does not affect validity/enforceability of such agreements.
In addition, under Ukrainian law agreements of transfer of title to real estate (eg, sale and purchase agreement, exchange or donation) are subject to mandatory notarization. The acquired title to real estate is subject to mandatory state registration in the State Register of Proprietary Rights to Real Estate as, under Ukrainian law, a title to real estate arises on the date of its state registration.
If the lease term amounts to or exceeds 3 years, the lease agreement is subject to notarization, and the lease title is subject to mandatory state registration.
United Arab Emirates
There is no requirement to register a commercial agreement in the UAE. However, "agency" agreements that are exclusive and concluded with either an Emirati individual or a company which is 100% Emirati can be registered with the Ministry of Economy as a commercial agency under the Agency Law. In this context, "agency" has a broad meaning and will include any contract for the offer, sale or distribution of goods or services (eg, franchise and distribution agreements and trademark licenses).
If an agreement is registered as a commercial agency, the UAE Courts will have exclusive jurisdiction in the event of a dispute and will apply UAE law notwithstanding any choice of law or jurisdiction agreed in the contract (Article 6 Agency Law).
If an agreement is registered, the local agent will be able to benefit from statutory rights which cannot be waived by contract. The most pertinent of these statutory rights are:
- Their entitlement to territorial exclusivity
- Their presumptive extra-contractual right to compensation in the event of termination
- Their entitlement to receive commissions on sales of the products in their designated territory irrespective of whether such sales are made by or through them
- Their ability to prevent the import of products into the UAE where they are not the consignee
For as long as the agreement is registered, the Agency Law will allow the local agent to:
- Stop the imports of any products which are the subject of their distribution agreements and where they are not the consignee
- Prevent the sale of any of these products by third parties to retailers
- Issue criminal proceedings against the principal, its affiliates and any newly appointed agents in the UAE who are engaged in the activities covered by the registered agency (Article 22 imposes a fine of AED 5,000 (approx. USD 1,360) on any person (this can include the principal) engaged in the activities covered by a registered agency with a party other than the registered agent)
- Issue civil proceedings against the principal for breach of contract and breach of the Agency Law to:
- Claim compensation
- Claim the commissions made by such agents on any sales of the products made in their territories
Where the agreement is registered, unless a principal has a legitimate material reason to terminate or refuse to renew an agreement which has been registered as a commercial agency, it can only be terminated by the mutual agreement of the parties.
The approach of the UAE Courts tends to be to protect an "agent" (understood to mean a distributor, licensee or franchisee, which meets the criteria for registration) at the expense of a non-UAE principal. As such, even where agreements are not registered, there is a risk that the UAE Courts will award compensation to the "agent" on termination. When drafting an agreement with a UAE entity, steps should be taken to avoid the risk of being treated as a registered agreement and of the UAE Court accepting jurisdiction.
United Kingdom
There are no general registration requirements for commercial agreements, save for certain real estate and finance documents.
There is a distinction in English law between 2 main forms of contract – those executed under hand (ie, simple contracts) and those executed as a deed. A contract made under a deed requires additional formalities to be satisfied but does not require consideration to pass between the parties in order to be binding. Simple contracts must include consideration to be valid.
Documents governed by Scots law are not executed by way of a deed. Statute sets out formalities which can be followed in order to ensure documents are self-proving.
Some commercial agreements may need to be disclosed in certain circumstances, for example, in relation to public companies and contracts with public sector authorities.
United States
There is no general registration requirement, though some government contracts may require filing. Material contracts of publicly traded companies may require disclosure.
It is possible to register licenses for patents, registered copyrights and trademarks to put potential buyers of the patents, registered copyrights and trademarks on notice of the license, but such registration is not required.