China Trademark Licences: Recordal, Quality Control and Who Can Sue

By Pan Jianxing · Published 2 October 2026

A foreign trademark owner may expect its Chinese distributor to handle infringement, while the distributor assumes that permission to sell products includes permission to sue. A short authorisation letter can leave both parties uncertain. The licence should distinguish commercial use, administrative recordal and the authority to bring or settle proceedings.

This guide concerns registered trademarks in mainland China under the rules checked on 2 October 2026. The 2026 Trademark Law revision takes effect on 1 January 2027. A licence or enforcement step extending across that date needs a further review of applicable rules; the article numbers below refer to the current framework.

Define the licence by substance

Article 3 of the Supreme People's Court's Interpretation on Trademark Civil Disputes, as amended in 2020, distinguishes three forms of trademark licence. The difference concerns who can use the mark within the agreed period, territory and manner of use.

• Exclusive licence, or duzhan: only the named licensee may use the mark within the agreed scope; the proprietor is also excluded from use there.
• Sole licence, or paita: the proprietor may use the mark, but may not license another person within that scope.
• Non-exclusive licence, or putong: the proprietor may use the mark and grant other licences.

An English heading such as “exclusive distributor” does not settle the trademark licence category. Read the grant, retained rights, territory, goods and any separate permission for other group companies. Exclusivity in a sales channel may differ from exclusivity in trademark use. Resolve inconsistent bilingual wording before a dispute makes the difference important.

Identify who can bring the infringement claim

Article 4 of the same Interpretation gives an exclusive licensee a route to sue. A sole licensee can sue jointly with the registrant, or independently where the registrant does not sue. A non-exclusive licensee can sue with the registrant's express authorisation. The proposed claimant still needs evidence of the licence and its relevant scope.

Assemble the registration record, executed licence, amendments and any necessary express authority. For a sole licence, address the registrant's position on bringing proceedings. Where the documents cover several brands or companies, make the connection to the particular registration and claimant easy to follow. A shared corporate group or a record of buying genuine goods does not replace that link.

Keep distinct the licensee's basis for suing in its own name and a lawyer's procedural authority to represent a party. A general instruction to “protect the brand” should not be assumed to settle every question about the claimant, licensed period, damages claimed or settlement authority.

Complete recordal and understand its limits

Article 43 of the Trademark Law, as amended in 2019, requires the licensor to record the licence with the trademark authority for announcement. An unrecorded licence cannot be asserted against a bona fide third party. Article 69 of the Implementing Regulations requires recordal within the licence term and identifies information including the parties, term and covered goods or services.

Article 19 of the Trademark Civil Disputes Interpretation separately provides that lack of recordal does not affect the licence contract's validity unless the parties agreed otherwise. Contract validity, effectiveness against third parties and completion of the filing are therefore separate questions. Do not describe an unrecorded licence as automatically void, or a signed contract as proof that recordal has occurred.

Assign one person to maintain the filing evidence and check it against the signed agreement. Retain the acknowledgement and completed recordal information. Review amendments or early termination against the applicable procedure rather than leaving public records inconsistent with the actual arrangement.

Make quality control an operating process

Article 43 requires the licensor to supervise the quality of goods bearing the licensed mark and the licensee to ensure that quality. It also requires licensed goods to identify the licensee and the place of origin. A quality-control paragraph is more useful when it identifies who approves specifications, examines samples, records deviations and follows up corrective action.

Define the authorised mark and goods precisely. Keep approved artwork, product specifications and dated approvals accessible to the responsible teams. Separate permission to use the mark from permission to alter it, appoint sub-licensees or continue production after termination. These are matters to resolve in the documents and operating arrangements, not to infer from informal cooperation.

Plan the evidence and decision process before a dispute

Agree how suspected infringements reach the rights holder and who preserves the supporting records. A useful report identifies the registration, conduct, seller or manufacturer if known, evidence source and any deadline. Decide who instructs counsel, bears approved costs, controls settlement decisions and keeps the resulting case file. Commercial allocation between the parties does not remove legal requirements governing proceedings.

Maintain use records separately from the licence itself. Article 66 of the Implementing Regulations includes authorised licensee use in the evidence relevant to non-use cancellation, but a grant of permission alone is not evidence that the permitted commercial activity actually happened. Connect dated transactions and advertising to the mark, goods and authorised user.

For a review of the licensing and enforcement arrangements, contact Pan Jianxing with a non-confidential outline of the registered owner, licensee, scope and proposed action. The starting point is an accurate allocation of use rights and procedural roles, supported by the actual documents.

Pan Jianxing
China-qualified lawyer · Partner, 北京市长安律师事务所
Beijing & Shenzhen
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