IP due diligence in Latin America is mainly a test of the local registers: who appears as owner, which contracts have been recorded, and whether the rights are still in use. In Brazil, Mexico and the Andean Community, licences and assignments that were never recorded may not bind third parties, and in Brazil an unrecorded technology contract also weakens the basis for paying royalties abroad and deducting them. This guide maps the registries and the red flags, country by country, for buyers, investors and lenders.
Key takeaways
- Brazil’s INPI records technology and franchise contracts so that they produce effects against third parties, legitimise remittances abroad and, where applicable, allow royalties to be deducted for tax purposes.
- Mexico’s new Technology Transfer Register, in force since 22 July 2026, makes recordal the condition for relying on licences and other technology contracts against third parties.
- In the Andean Community, Decision 486 requires every transfer and licence to be registered, and the office may refuse contracts that breach the common rules on foreign capital or competition.
- Licences recorded in the Madrid International Register have no effect in Brazil, Chile, Colombia or Mexico.
- In Brazil, a foreign owner that fails to keep a local attorney can lose its trade mark registration.
Why IP due diligence in Latin America is different
In much of Europe, a buyer checks the register mainly to confirm ownership. In Latin America the register does more work. Recordal decides whether a licence can be relied on against third parties and, in Brazil, whether the money flowing under it is properly documented. Foreign-owned portfolios also carry formal requirements, such as a local attorney with power to receive service, whose breach can cost the right itself. And because many brands were first registered by distributors or local partners, the owner of record is not always the company that built the brand.
Much of this cannot be seen in the seller’s portfolio schedule. It has to be checked file by file in each office, which is why scope and local support matter more here than in a European review.
IP due diligence in Latin America: country-by-country map
| Jurisdiction | Registry | What must be recorded | Effect of not recording |
|---|---|---|---|
| Brazil | INPI | Assignments and changes of name (annotations); licences of marks and patents (averbação); technology transfer and franchise contracts | No effect against third parties; for technology contracts, weaker basis for remittances abroad and tax deductibility |
| Mexico | IMPI (Technology Transfer Register) | Transfers and encumbrances; licences, assignments, confidentiality, research, consultancy and joint venture agreements involving technology | No effect against third parties; validity between the parties is not affected |
| Andean Community (Bolivia, Colombia, Ecuador, Peru) | Each national office (in Colombia, the SIC) | Transfers and licences of marks and patents | No effect against third parties |
| Madrid international registrations | WIPO and each designated office | Licences must also be recorded locally where the country has made the Rule 20bis(6)(b) declaration | WIPO licence recordal has no effect in Brazil, Chile, Colombia or Mexico |
Brazil: annotations, averbação and contract registration
Under the Industrial Property Law 9.279/1996, INPI annotates assignments of patents and marks, and those annotations take effect against third parties from publication (Arts. 59, 60, 136 and 137). Licences must be recorded for the same effect, although an unrecorded licence still counts as proof of use (Arts. 62 and 140). Article 211 adds a separate registration for technology transfer and franchise contracts, with a decision due within 30 days; INPI’s Action Plan 2026 reports an average of 24.22 days in 2025.
INPI’s own FAQ on technology transfer lists three reasons to register: producing effects against third parties, legitimising remittances abroad as payment for the technology, and allowing the recipient, where applicable, to deduct royalties and technical assistance fees. For an acquirer of a Brazilian subsidiary that pays royalties to its parent, an unregistered contract is therefore a tax and foreign exchange question as much as an IP one.
Three further rules deserve a line in every Brazilian review. An assignment must include all identical or similar marks of the assignor for related goods or services, or the marks not assigned may be cancelled (Art. 135). A registration can be revoked if use has not started, or has been interrupted, for five years (Art. 143). And a foreign owner must keep an attorney domiciled in Brazil (Art. 217), failing which the registration is extinguished (Art. 142).
Mexico: the Technology Transfer Register
The Federal Law on the Protection of Industrial Property (LFPPI) requires transfers and encumbrances to be recorded with IMPI, the Mexican Institute of Industrial Property, to affect third parties (Art. 137). Since its amendment of 3 April 2026, a request to record a transfer is rejected outright if an earlier encumbrance is recorded and has not been cancelled (Art. 139). The Regulations published on 28 April 2026 create a Technology Transfer Register covering licences, assignments, confidentiality, research, consultancy, joint venture and other technology agreements: recordal is not a condition of validity, but it is the condition for effect against third parties (Art. 193). The register has a public version showing the parties, the rights involved, the term and the territory (Art. 195), which a buyer can use to cross-check the data room.
Andean Community: Decision 486
Decision 486 requires every transfer and licence of a patent (Arts. 56 and 57) or a mark (Arts. 161 and 162) to be registered with the national office; without registration it has no effect against third parties. The office may refuse to register a transfer that causes a risk of confusion (Art. 161), and must refuse licences or transfers that do not comply with the Andean common regime on foreign capital, trade marks, patents, licences and royalties, or with competition rules (Art. 163). Marks can be cancelled for non-use if they have not been used in at least one member country during the previous three years (Art. 165).
Red flags for buyers and investors
- Owner of record is a distributor or former partner. Recovering a mark registered by a local representative is possible in some cases, but slow and uncertain.
- Royalties paid from Brazil under a contract never registered with INPI.
- A Brazilian assignment covering only some of the seller’s similar marks.
- Mexican rights with a recorded pledge or security interest that nobody has cancelled.
- Marks not used for three years in any Andean country, or five years in Brazil.
- Licences of international registrations recorded only at WIPO, as listed in WIPO’s table of Madrid declarations.
- Foreign-owned Brazilian registrations without a current local attorney on file.
What this means for your business
- Request certified register extracts for every material right in Brazil, Mexico and the Andean countries, not only the seller’s schedule.
- Match each intercompany royalty flow to a recorded contract, starting with Brazil.
- Search the Mexican Technology Transfer Register and the encumbrance record before agreeing the transfer mechanics.
- Collect evidence of use per country and date, to test non-use exposure.
- Make missing recordals and attorney appointments conditions precedent or specific post-closing covenants.
For transactions with a Latin American leg, our IP due diligence team for Latin American deals can run the register checks and coordinate local correspondents in each office.
When to bring in an adviser
- When IP or royalties are a material part of the valuation, or when IP-backed financing depends on clean title.
- When the brand was built through distributors or local partners who may appear as owners of record.
- When licences or technology agreements cover several Latin American countries and must be recorded consistently.
- When a reorganisation will move IP between group companies, triggering assignments and recordals in every office.
A single coordinator avoids a costly pattern: a different firm in each country, each reviewing its own registers, with nobody checking that the overall picture matches the deal.
Frequently asked questions
Why does contract registration with INPI matter in a Brazilian deal?
Because, according to INPI, registration makes technology and franchise contracts effective against third parties, legitimises remittances abroad and, where applicable, allows the Brazilian company to deduct royalties and technical assistance fees. An unregistered intercompany licence can therefore affect tax and foreign exchange positions as well as IP rights.
Is an unrecorded licence valid in Mexico?
Yes, between the parties. Under Article 193 of the 2026 Regulations, recordal in the Technology Transfer Register is not a condition of validity but of effect against third parties, and failing to record does not affect the contract between the parties. In a transaction it is still a gap worth closing.
Does a licence recorded at WIPO cover Latin America?
Not in every country. Brazil, Chile, Colombia and Mexico have declared under Madrid Rule 20bis(6)(b) that a licence entered in the International Register has no effect in their territory, although their domestic law provides for recordal. The licence must be recorded with each local office.
Can IP Global Guard carry out IP due diligence in Latin America?
Yes. We scope the review, obtain and analyse register extracts, review licences, technology agreements and recordals, and coordinate qualified local correspondents in Brazil, Mexico, the Andean countries and the rest of the region. We then manage the post-closing recordals from a single point of contact.
How IP Global Guard supports Latin American transactions
Latin American registers can confirm value or reveal problems that change the 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; see our Latin American and European coverage. When licences or technology agreements need redrafting, our IP licensing and contracts team handles them within the same engagement.
Share the deal timeline, the target’s main rights and the Latin American countries involved. We will propose the scope of the register review and a recordal plan for closing. Send us your deal details.
This article is general information, not legal advice, and does not replace advice on your specific transaction.
Sources
- INPI Brazil, Technology and franchise contracts (consulted October 2026)
- INPI Brazil, FAQ on technology transfer (consulted October 2026)
- Planalto, Industrial Property Law 9.279 (14 May 1996)
- INPI Brazil, Plano de Ação 2026 (9 February 2026)
- Chamber of Deputies of Mexico, LFPPI (last amended 3 April 2026)
- DOF, Regulations of the LFPPI (28 April 2026)
- Andean Community, Decision 486 (14 September 2000)
- WIPO, Declarations made by Madrid System members (consulted October 2026)
