Trademark due diligence in Latin American deals means checking, country by country, that the target really owns the marks it is selling or licensing, that they are in force and in use, and that no recordal, licence or dispute will surprise you after signing. IP due diligence in Latin America is harder than in Europe because ownership, use and recordal rules change at each border: Brazil, Mexico, Argentina and the Andean Community all treat them differently. This checklist is for buyers, investors and licensees doing M&A or licensing deals in the region.
Key takeaways
- Build the inventory from the official registers, not from the seller’s spreadsheet.
- In Mexico, Brazil and the Andean Community, an unrecorded transfer or licence does not take effect against third parties.
- Non-use periods differ: three years in Mexico and the Andean Community, five in Brazil. Mexico also requires a declaration of use in the third year.
- Since 29 May 2026, Argentina no longer requires an apostille to record transfers signed abroad.
- International registrations under the Madrid System depend on the home mark for five years.
Why is IP due diligence in Latin America different?
Each country runs its own register and its own rules, even where regional law applies. Colombia, Peru, Ecuador and Bolivia share Andean Decision 486 but keep separate national offices. Brazil follows its Industrial Property Law 9.279/1996, Mexico its Federal Law for the Protection of Industrial Property (last amended on 3 April 2026) and Argentina its own trademark law and INPI resolutions. Some countries are in the Madrid System and others are not. The result: a portfolio that looks uniform on a spreadsheet often hides gaps in title, use and recordals.
| Country | In Madrid? | Non-use exposure | Renewal | Unrecorded transfer |
|---|---|---|---|---|
| Mexico | Yes (2013) | 3 years (art. 235); declaration of use after the 3rd year (art. 233) | 6 months before or after expiry, declaring use (art. 237) | No effect against third parties (art. 250) |
| Brazil | Yes (2019) | 5 years (art. 143) | Last year of the term, plus 6 months’ grace (art. 133) | Effective against third parties from publication (art. 137) |
| Andean Community | Colombia yes (2012); Peru no | 3 years (art. 165) | 6 months before, plus 6 months’ grace; no proof of use (art. 153) | No effect against third parties (art. 161) |
| Argentina | No | Declaration of use after the 5th year (Decree 242/2019) | 10-year terms | Recordal takes effect from filing (Res. 162/2026) |
Madrid membership dates are from WIPO Lex.
Trademark due diligence: 10 checks before you sign
1. Rebuild the inventory from the registers
Search every relevant office by owner name, including former names and group companies, and by mark. Sellers’ lists often miss applications filed by local subsidiaries or distributors, and include marks that lapsed years ago.
2. Match the registered owner to the seller
The most common gap is a mark registered to a different group entity, a founder or a local agent. If the entity you buy or license from is not the registered owner, you need a transfer before or at closing.
3. Trace the chain of title and its recordal
Check that every past assignment, merger and name change is recorded. Under article 250 of the Mexican law and article 161 of Decision 486, an unrecorded transfer has no effect against third parties; in Brazil, recordals bind third parties from their publication. Mexico treats a merger of companies as a transfer of their marks unless agreed otherwise (art. 252). In Argentina, Resolution 162/2026 has made cleaning up the chain cheaper: according to the EU IP Helpdesk (25 July 2026), foreign documents no longer need an apostille or consular legalisation, and the transfer takes effect from the filing date.
4. Check status, renewal dates and grace periods
Confirm that each registration is in force and list renewals due in the next 18 months. A mark inside its grace period is still alive but needs action and a surcharge. In Mexico, a renewal also requires declaring real and effective use; if the declaration is missing and the office’s request is not answered within two months, the registration lapses automatically.
5. Test use and non-use exposure
Ask for dated evidence of use per country and class: invoices, catalogues, local advertising. In Mexico, the owner must declare use within three months after the third anniversary of grant; without it, the registration lapses by law (art. 233). A registration that looks valid in a database may already be dead. Under Decision 486, anyone with an interest can seek cancellation after three years without use in any member country (art. 165); in Brazil the period is five years (art. 143).
6. Compare coverage with the business plan
Check classes, specifications and countries against what the target sells and where it plans to grow. Look for missing local-language versions, logos and product names that are used but never filed.
7. List pending disputes
Ask for every opposition, nullity or cancellation action and court case, pending or threatened. In Brazil, an administrative nullity action can be filed within 180 days of grant (art. 169) and a court action within five years (art. 174). In Argentina, since Resolution 215/2026, whoever attacks a registration must show a legitimate interest.
8. Review licences, franchises and security interests
A licence that is not recorded does not take effect against third parties under article 162 of Decision 486, and Brazil requires recordal for the same effect (art. 140). In Mexico, licences can be recorded with the office (art. 240), while transfers and encumbrances must be recorded to bind third parties (art. 250). Check exclusivity, territory, change-of-control clauses and pledges in favour of lenders.
9. Map Madrid dependency and national filings
Under article 6(3) of the Madrid Protocol, an international registration falls with its home mark if that mark is cancelled within five years, and transformation into national filings must be requested within three months (art. 9quinquies). Argentina, Peru and Uruguay are not Madrid members, so protection there must be national.
10. Search for third-party conflicts and bad-faith copies
Search for identical or similar marks filed by distributors, former partners or opportunists, and check domain names and trade names. These are cheaper to resolve before closing, when the seller still has an incentive to cooperate.
What this means for your business
- Scope early: agree which countries and marks are material and get register extracts for them, not just a schedule.
- Translate findings into the contract: warranties on ownership, use and absence of disputes, specific indemnities and pre-closing conditions for curing title gaps.
- Plan the post-closing recordal of each transfer and licence, country by country, with the documents each office requires.
- Docket renewals and Mexican use declarations from day one.
If the target holds marks across several Latin American offices, our team for trademark portfolios in Latin America and Europe can run the register checks and coordinate local correspondents, and our cross-border IP due diligence and valuation work connects the findings to the deal terms.
Where buyers get this wrong
- Relying on the seller’s list: unregistered, lapsed and wrongly owned marks only appear in the registers.
- Assuming a merger moved the marks: unless the transfer is recorded, third parties may still treat the old entity as the owner.
- Ignoring Mexican use declarations: a registration can lapse by law without any decision from the office.
- Leaving recordals for “after closing” and then forgetting them, which weakens enforcement and licensing.
- Treating Latin America as one market: each office has its own deadlines, formalities and fees.
Most of these problems come from fragmented advice: one firm per country, nobody owning the whole picture. A single coordinated review keeps findings, contract terms and recordals aligned.
Frequently asked questions
How long does trademark due diligence in Latin America take?
It depends on the number of countries and marks, and on how quickly the seller provides evidence. Register searches can start immediately; obtaining official extracts and evidence of use from several offices usually sets the pace. Scoping the material countries and marks at the start is the best way to keep the review within the deal timetable.
Is an unrecorded trademark assignment valid in Latin America?
Between the parties it may be, but recordal matters for everyone else. Under Mexican law and Andean Decision 486, an unrecorded transfer has no effect against third parties, and in Brazil recordals bind third parties from their publication. Until the transfer is recorded, enforcement and licensing in the buyer’s name can be challenged.
Can a Mexican trademark lapse without any office decision?
Yes. Under article 233 of the Federal Law for the Protection of Industrial Property, the owner must declare use within three months after the third anniversary of grant. If it does not, the registration lapses by operation of law. Renewal also requires a declaration of use, so database entries should be checked against the actual file.
Can IP Global Guard run trademark due diligence for a Latin American deal?
Yes. We scope the review, search the registers, coordinate qualified local correspondents for extracts and file checks, and report findings ready for the contract. After closing we coordinate the recordals of transfers and licences in each country, with one point of contact and one billing relationship.
How IP Global Guard can support your deal
IP Global Guard, the IP services line of META Channel Corporation Limited, works across more than 25 jurisdictions in Europe, Latin America and Africa with one strategy and one billing relationship, which is what a cross-border deal needs.
Share the deal timeline, the target’s trademark schedule and the countries that matter to you. We will propose a scope, flag the issues that could affect price or closing and coordinate the recordals afterwards. Talk to our team about your transaction.
This article is general information, not legal advice, and does not replace a review of the specific transaction.
Sources
- Cámara de Diputados, Mexico, Federal Law for the Protection of Industrial Property, consolidated text (last amended 3 April 2026)
- WIPO Lex, Brazil, Industrial Property Law No. 9.279 (14 May 1996)
- Andean Community, Official Gazette No. 600, Decision 486 (19 September 2000)
- Boletín Oficial, Argentina, INPI Resolution 162/2026 (29 May 2026)
- EU IP Helpdesk, Argentina updates rules for recording IP ownership transfers (25 July 2026)
- Boletín Oficial, Argentina, INPI Resolution 215/2026 (6 July 2026)
- WIPO Lex, Argentina, Decree 242/2019 (1 April 2019)
- WIPO Lex, Madrid Protocol (as amended on 12 November 2007)
- WIPO Lex, Madrid Protocol contracting parties (database)
