Acquiring a trademark under a contract does not yet make the buyer its owner. Until the transfer of rights is registered with the Russian Patent Authority Rospatent, the trademark legally remains with the seller. If, during this interim period, the seller goes bankrupt, the asset will most likely fall into the bankruptcy estate—even if the transaction has already been concluded and the agreement has been approved by a court. This conclusion was reached by the Supreme Court of the Russian Federation in its Ruling No. 305-ES25-11634 of February 2, 2026, overturning the decisions of the lower courts, which had previously ruled in favor of the buyer.
In the dispute under review, the claimant—an individual entrepreneur—entered into a settlement agreement with the holder of three trademarks, under which the trademarks were to be transferred to the claimant for RUB 1,000. The alienation agreement was signed, but the buyer filed the application with Rospatent only four months later. By that time, the seller had already been declared bankrupt, and bankruptcy asset sale proceedings had been initiated against him. Rospatent refused to register the transfer of rights, citing the lack of consent from the debtor’s insolvency administrator.
The courts of three instances sided with the entrepreneur, holding that since the contract was concluded before the bankruptcy case was initiated, and the settlement agreement was approved by the court and unchallenged, the trademarks were not part of the bankruptcy estate. However, the Supreme Court disagreed with this reasoning and overturned those decisions.
The key argument of the highest court: the moment when the exclusive right transfers is the date of state registration, not the date the agreement was signed. Under paragraph 6 of Article 1232 of the Civil Code of the Russian Federation, in the absence of registration, the transfer of rights is deemed not to have occurred. Registration itself is not part of the transaction but constitutes an independent legal fact, without which the legal consequences do not materialize.
Since the transfer of rights to the trademarks had not been registered by the date the bankruptcy proceedings were opened, these objects, pursuant to Articles 131 and 132 of the Bankruptcy Law, automatically became part of the debtor’s bankruptcy estate. From that moment, the property can only be disposed of by the insolvency administrator. Under paragraph 7 of Article 213.25 of the Bankruptcy Law, registration of the transfer of rights to property belonging to a citizen‑debtor in bankruptcy is carried out solely on the basis of the administrator’s application. Without such an application, state registration is legally impossible; therefore, Rospatent’s refusal was lawful.
For entrepreneurs acquiring trademarks and other intellectual property objects, this means that strict control over registration deadlines is essential. The period between signing the contract and filing the application with Rospatent, as well as the time it takes to process the application (the established term is 68 business days from the date the documents are received), constitutes a high‑risk window. If, during this interval, the seller becomes bankrupt, the transaction may be jeopardized, even if it has already been approved by a court and remains unchallenged.
Thus, formal compliance with the contractual terms and even the existence of a judicial act approving the settlement agreement do not guarantee the acquisition of the exclusive right. What is decisive is the timely completion of the public‑law registration procedure. The Supreme Court’s position is aimed at preserving the bankruptcy estate and preventing the removal of the debtor’s assets in circumvention of the statutory rules. For market participants, this serves as a reminder: in intellectual property transactions, the contract is only the first step; final protection of interests is achieved only upon entry of the record in the state register.
Before filing documents, it is advisable to verify whether a bankruptcy case has been initiated against the counterparty and whether any bankruptcy proceedings are underway. It is also important to remember the possibility of challenging transactions in the context of bankruptcy. At the suit of the insolvency administrator, suspicious or preferential transactions may be invalidated if they were concluded within one year prior to the start of bankruptcy proceedings, and transactions that harmed creditors’ interests may be invalidated if concluded within three years prior to such proceedings.