The Supreme Court: No Trademark Assignment Registration Without Financial Manager’s Consent – even Pre-Bankruptcy

In February 2026, the Judicial Collegium for Economic Disputes of the Supreme Court of the Russian Federation (hereinafter referred to as the Supreme Court of the Russian Federation) considered a dispute regarding a claim by an entrepreneur to invalidate Rospatent's notification of refusal to register the alienation of exclusive rights to trademarks and the obligation to carry out registration actions.

This dispute is notable in that all lower courts upheld the entrepreneur's claim, but the Supreme Court of the Russian Federation overturned the court rulings and dismissed the claim. Furthermore, during the trial, the courts developed several legal positions on the disputed issues that can be relied upon should similar situations arise.

Case Background

An entrepreneur applied to Rospatent to register the transfer of exclusive rights to trademarks based on a corresponding agreement concluded pursuant to a court ruling approving a settlement agreement between him and the copyright holder. However, Rospatent denied registration, citing the impossibility of registering the transfer of rights without the consent of the trademark holder's financial manager, as the latter had been declared bankrupt and the transaction had caused damage to its creditors. Disagreeing with the registration authority, the entrepreneur challenged Rospatent's refusal in court.

The lower courts (Ruling of the Intellectual Property Court dated August 6, 2025, No. S01-776/2025 in Case No. A40-180253/2024) found the refusal to register the trademarks to be unlawful and ordered Rospatent to register the transfer of exclusive rights to the trademarks, based on the following facts:

• The agreement on the alienation of exclusive rights was concluded between the copyright holder and the entrepreneur as part of a settlement agreement, which was approved by the court and was not contested by anyone. No interim measures in the form of a stay of execution of this court order were issued.
• The court's ruling approving the settlement agreement entered into force long before the trademark owner was declared bankrupt. The bankruptcy petition was filed after the entrepreneur applied to Rospatent to register the transfer of trademark rights.
• There is no information that exclusive rights to trademarks were included in the bankruptcy estate of the copyright holder who was declared bankrupt.

Given the stated factual composition, the courts concluded that the trademarks were not included in the debtor's bankruptcy estate, since their alienation occurred before the date of the initiation of the copyright holder's bankruptcy proceedings. Accordingly, in this particular case, the consent of the financial manager for the transfer of exclusive rights to the trademarks was not required.

In addition, in justifying their decision, the courts developed a legal approach regarding the conclusion of settlement agreements in general:

The court considering the approval of a settlement agreement is not required to identify the creditors of the parties entering into it, nor is it required to assess their financial position to determine whether sufficient assets will remain to satisfy their creditors' claims. Such an analysis may only be conducted within the context of the bankruptcy proceedings of the party to the settlement agreement.

Thus, by recognizing the refusal to register the transfer of rights as unlawful, the Intellectual Property Court concluded that Rospatent, by its actions, had cast doubt on the enforceability of the court-approved settlement agreement, which had not been appealed in the prescribed manner.

Position of the Supreme Court of the Russian Federation

However, the Supreme Court of the Russian Federation overturned the decisions of the lower courts, stating that without an application from the financial manager, state registration of the transfer of exclusive rights is legally impossible. Therefore, Rospatent’s refusal complied with the requirements of the law (Ruling of the Judicial Panel for Economic Disputes of the Supreme Court of the Russian Federation dated February 2, 2026, No. 305-ЭС25-11634 in Case No. A40-180253/2024).

First of all, the Supreme Court of the Russian Federation pointed out that the courts did not take into account the general rule of the Civil Code that rights to property subject to state registration arise, change and terminate from the moment the corresponding entry is made in the state register, unless otherwise provided by law (clause 2 of Article 8.1 of the Civil Code of the Russian Federation).

According to special provisions of the Civil Code and clarifications of the Plenum of the Supreme Court, the alienation of an exclusive right to a trademark is subject to state registration. The moment of transfer from the rights holder to the acquirer of the exclusive right is determined by law imperatively – by the date of state registration of the transfer of such right (Clause 2 of Article 1490, Clause 2 of Article 1232, Clause 4 of Article 1234 of the Civil Code). In the absence of state registration, the transfer of rights is considered invalid (Clause 6 of Article 1232 of the Civil Code).

The Bankruptcy Law (Federal Law No. 127-FZ dated October 26, 2002 “On Insolvency (Bankruptcy)") stipulates that, from the date a citizen is declared bankrupt, all rights with respect to the property constituting the bankruptcy estate, including the right to dispose of it, are exercised only by the financial manager on the citizen's behalf and cannot be exercised by the citizen personally. Registration of the transfer or encumbrance of a citizen's rights to property is carried out only on the basis of an application from the financial manager. Applications submitted by the citizen prior to this date are not subject to execution. (Clause 5 and Clause 7 of Article 213.25)

Based on the aforementioned norms, the Supreme Court developed the following approach:

If, during the period of consideration by Rospatent of an application for registration of the transfer of exclusive rights to a trademark, the right holder is declared bankrupt, then the exclusive rights to trademarks are subject to inclusion in the debtor's bankruptcy estate by virtue of a direct provision of the law, and applications for the transfer of rights submitted by the citizen prior to this date are not subject to execution.

Regarding the merits of the dispute, the Supreme Court of the Russian Federation held that since the transfer of exclusive rights to the trademarks had not been registered at the time the sale of the rights holder's property commenced, they were included in the debtor's bankruptcy estate. Under these circumstances, the courts' conclusion that the transfer of exclusive rights can be registered without an application from the financial manager is contrary to bankruptcy law, which establishes a special procedure for disposing of the debtor's property, and would effectively mean the asset's removal from the bankruptcy estate in violation of the established procedure.

The Supreme Court of the Russian Federation also pointed out the invalidity of the courts' argument that Rospatent failed to comply with the court's ruling approving the settlement agreement. At the same time, the Supreme Court of the Russian Federation developed a general approach regarding the enforcement of settlement agreements in situations where the law requires registration of the transfer of rights:

The approval of a settlement agreement by the court gives it the binding force of a judicial act, however, this only means that the settlement agreement becomes the basis for the emergence of an obligation between its parties, but does not constitute the basis for the transfer of property rights subject to state registration, which arise, change and cease from the moment the corresponding entry is made in the register.

Ultimately, the Supreme Court of the Russian Federation concluded that Rospatent is obligated to take into account the current legal regime of property, including restrictions arising from bankruptcy legislation. However, the conclusion of a settlement agreement does not preclude Rospatent's obligation to perform its state function of verifying compliance with the conditions for state registration of the transfer of exclusive rights to trademarks under an agreement.