What was broken
Following an internal restructuring, a consumer goods company realised that several trademarks remained registered under older entities that no longer reflected the operational business. This created potential complications for licensing, investor due diligence, and future acquisitions.
What we did
CapEasy conducted an intellectual property ownership audit, coordinated trademark assignments, updated corporate documentation, and aligned ownership structures with the company's revised business organisation. The restructuring also included governance recommendations for future IP management.
Where it landed
The company consolidated ownership of its key intellectual property under the appropriate operating entity, improving legal clarity and strengthening its position for licensing and strategic investment opportunities.
The company register and the IP register are two different documents
When an Australian group restructures — a new holding entity, a trading entity split off, a subsidiary wound up into its parent — it is easy to assume that once ASIC's company register reflects the new structure, everything downstream follows automatically. It does not. ASIC's company and business name registers record who is entitled to trade under a name; they say nothing about who owns a registered trade mark, patent or design. That ownership sits on IP Australia's own register, against each right, and it stays with whichever legal entity was named as owner when the right was filed — even after that entity stops being the one running the business.
This is exactly the gap the engagement found: the operating entity changed, but nobody had gone back to the rights register to update it. The trademarks kept sitting with the old entity, correct on IP Australia's books and wrong for the business that was actually using them, licensing them out, or presenting them to an investor as an asset it owned.
Assignment is per right, and it is a paper trail — not a form field
IP Australia records an ownership change through its "change ownership" request against each specific right, and the evidence has to be produced before the request, not after: a signed assignment agreement or deed identifying the assignor, the assignee (with ABN/ACN), the effective date, the right's registration number, and a clear statement that title has transferred. IP Australia is explicit that each right must be updated individually — there is no bulk transfer across a portfolio, so a group holding a dozen registered marks under the wrong entity has a dozen separate assignments to execute and lodge, not one.
Patents and designs add a second register: licences and mortgages over those rights are recorded on the Personal Property Securities Register (PPSR), not just against the IP Australia entry. A restructure that changes who licenses a patented process to whom needs both records updated, or a search of either register turns up an entity that no longer matches reality.
Why this is the same file an investor or licensee will ask for
The audit method that closed this out transfers directly: list every registered right, check the named owner against IP Australia's current record, and reconcile each mismatch back to the entity actually operating the brand today — rather than assuming the corporate registers already agree. Licensing arrangements between related entities in the group, and any transfer of an intangible asset as part of the restructure, are the kind of related-party dealing an accountant or adviser needs booked consistently in the ledger and disclosed correctly, not left to sit on the wrong entity's balance sheet indefinitely.
CapEasy's part in this kind of engagement is the reconciliation and the bookkeeping: the register-versus-ledger audit, the consolidated schedule of what is owned where, and the intercompany entries recorded consistently once assignments are executed. Which entity should hold the IP, and the legal drafting of the assignment deeds themselves, stay with your lawyer and with the registered BAS or tax agent who lodges on the group's behalf — this work is prepared to support that review.
What to take from it
- The company registry and the intellectual property rights register are separate documents — a restructure updates one automatically and never the other.
- Trade mark, patent and design ownership stays with the entity named on the right, not with whichever entity currently runs the business.
- Assignment is recorded per right, not per portfolio — each registered mark or patent needs its own signed instrument and its own lodgement.
- Licences and mortgages over patents and designs sit on the Personal Property Securities Register as well as the IP Australia entry — a restructure that changes a licence needs both updated.
- Reconcile the rights register to the current operating entity before an investor, licensee or acquirer does it for you during diligence.