My Partner Registered Our Brand in His Own Name. Who Owns the Trademark After a Split?

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

When the company used the brand, the company usually owns the trademark, not the partner named on the certificate. Ownership follows use in commerce, and the Ninth Circuit has said it is not enough to have registered a mark first. (Sengoku Works Ltd. v. RMC International, Ltd. (9th Cir. 1996) 96 F.3d 1217, 1219.) A registration in one partner's name is evidence the others can rebut, and a court can cancel or correct it. Kolmogorov Law, P.C. handles these ownership disputes in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss who owns the brand after a business breakup.

Ownership follows use, not the name on the filing

An application based on use may be filed only by the mark's owner. (15 U.S.C. § 1051(a)(1).) The applicant verifies a belief that it is the owner or, in an intent-to-use filing, that it is entitled to use the mark. (15 U.S.C. § 1051(a)(3)(A), (b)(3)(A).) Filing does not make that true.

A federal certificate is prima facie evidence that the registrant owns the mark. (15 U.S.C. § 1057(b).) The other side can overcome that presumption by a preponderance of the evidence, typically by showing who used the mark in commerce first. (Sengoku Works, supra, 96 F.3d at pp. 1219-1220.) Once a mark registers, the filing date gives nationwide priority, but not over a business that was already using the mark. (15 U.S.C. § 1057(c).) Our page on unregistered trademark rights explains how use is proved.

So the first question in these cases is simple to ask and slow to answer. Whose business put the name on the goods, the storefront, the invoices, and the website?

When the company used the brand, the company usually owns it

In most partner disputes I see, the answer is the company. The LLC or partnership sold under the name, paid for the logo, and answered to customers. The partner who filed the application was acting as an owner of the business, not as a separate brand owner.

California entity law points the same way. Property acquired by a partnership belongs to the partnership, not to the partners individually. (Corp. Code, § 16203.) A partner must hold as trustee any property or benefit derived from using partnership property or information. (Corp. Code, § 16404, subd. (b)(1).) The LLC statute imposes a matching duty on members of a member-managed company and on managers. (Corp. Code, § 17704.09, subds. (b)(1), (f).) A partner who quietly registers the company's brand to himself has usually created a fiduciary problem along with a trademark problem. Our fiduciary duty guide covers that claim.

One situation cuts the other way. If a founder used the name alone before the company existed and never assigned it, the founder may still own it, with the company using it by permission. Assignments of registered marks must be in writing. (15 U.S.C. § 1060(a)(3).)

Who keeps the name after the split

Absent an agreement, a departing owner generally does not carry the brand out the door. The mark usually stays with the continuing business and its goodwill.

Band cases state the rule plainly. The Ninth Circuit held that a singer who left a group took no rights in its name with him. The right to the name stayed with the member who remained continuously involved and was in a position to control the quality of its services. (Robi v. Reed (9th Cir. 1999) 173 F.3d 736, 740.) The same reasoning is often argued when a restaurant, an agency, or a product company splits, and the result turns on who kept the business going.

The hard cases are true dissolutions, where nobody continues the business and both sides want the name. Then the mark is usually treated as an asset to be sold, assigned, or retired in the wind-up. Two former partners each trading under it invites a confusion claim from both directions. Our page on partnership buyouts covers how assets are valued and divided.

Manufacturer and distributor disputes

The same fight arises when a supplier and its distributor part ways. Courts look first to any agreement between them about trademark rights. Without one, the manufacturer is presumed to own the mark, but the distributor can rebut the presumption. (Sengoku Works, supra, 96 F.3d at p. 1220.)

The factors are practical. Who created the mark and first put it on the product? Whose name appeared with it? Who controlled quality? Whom did buyers identify with the product and complain to? A distributor that built a private-label brand around goods anyone could have made is in a far better position than one that resold the maker's established line. Termination issues are covered on our distribution agreement page.

Fixing a registration in the wrong name

There are three routes, and they are often combined.

• Negotiate an assignment to the company as part of the separation.
• Sue in court. In any action involving a registered mark, the court may decide the right to registration, order cancellation, and otherwise rectify the register. (15 U.S.C. § 1119.) State claims for breach of fiduciary duty and declaratory relief can be joined.
• Petition the Trademark Trial and Appeal Board to cancel. Our page on TTAB proceedings versus litigation compares the two forums.

Watch the calendar. Most grounds for cancellation must be raised within five years of registration, while a few, including fraud and abandonment, can be raised at any time. (15 U.S.C. § 1064(1), (3).) A bare claim that the wrong person registered the mark is not on the at-any-time list. Do not let the five years run.

What your agreements should say

The operating or partnership agreement should state that the company owns its names, logos, domains, and social media accounts. It should require that applications be filed in the company's name and that any earlier personal rights be assigned in writing. It should say what a departing owner may and may not use afterward. Supply and distribution contracts need the same clause.

What to bring to the first meeting

• The registration or application, and the agreement between the owners, if any.
• Proof of who used the name first and who paid for the branding.
• Records showing which entity sold to customers under the mark.
• Messages about the filing and about the split.

Frequently asked questions

My former partner registered our company's brand name in his own name before we split. Who owns the trademark?

Between partners, ownership usually depends on who used the mark in commerce and controlled the goods or services, not on whose name is on the filing. If the company did, the company usually owns the brand, and under California law a partner or manager may hold the registration as trustee for it. A federal court can order the registration cancelled or corrected. (15 U.S.C. § 1119.)

We never signed a partnership agreement and we both want to keep using the brand name. What happens to the trademark?

Without an agreement, the name generally stays with the business that continues and its goodwill. If one of you carries on the operation, that side is usually in the stronger position. If the business truly ends, the mark is usually an asset to be resolved in the wind-up, and two former partners using it side by side in California risk claims against each other.

Who owns a band name when a member leaves?

In the Ninth Circuit, which covers California, a departing member generally takes no rights in the group's name. The right stays with the group, and in particular with whoever has remained continuously involved and is in a position to control the quality of its services. (Robi v. Reed (9th Cir. 1999) 173 F.3d 736, 740.) A written band agreement can change that result.

Does the manufacturer or the distributor own the trademark?

Courts look first to the parties' agreement. Without one, the manufacturer is presumed to own the mark, but a distributor can rebut that by showing it created the mark, put its own name on the goods, controlled quality, and was the company buyers identified with the product. Federal courts in California apply this test from the Sengoku Works decision.

How do I cancel a trademark registered in the wrong owner's name?

You can petition the Trademark Trial and Appeal Board or ask a federal court to order cancellation as part of a lawsuit. Many grounds must be raised within five years of the registration date. In partner disputes filed in California, the trademark claim is often paired with fiduciary duty claims, and settlement usually takes the form of an assignment to the rightful owner.

Talk to a California trademark ownership attorney

If a partner, former partner, or distributor is claiming your brand, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is at 327 Magnet, Irvine, CA 92618, and represents businesses and owners in Orange County, Los Angeles, and throughout California. Our IP litigation practice page describes the wider practice.

This page provides general information about federal trademark law and California business law and is not legal advice. Outcomes depend on who used the mark, the agreements between the parties, and the court.