Trademarks, patents, software and know-how are not only protected: they are also exploited through others. A licence lets a third party use your brand or technology in exchange for royalties without you losing ownership, and a franchise takes that logic to a complete business model. Foreign brand owners entering Colombia through a local partner, distributor or franchisee need contracts that work under Colombian law and are recorded where the law requires it. We are trademark licensing and franchise attorneys in Colombia: we draft and negotiate trademark, patent, software and franchise agreements and record them before the Superintendence of Industry and Commerce (SIC).
Trademark licences under Colombian law
Under Article 162 of Andean Decision 486, the owner of a registered trademark, or of a pending application, may license it to one or more third parties. Every trademark licence must be recorded before the SIC, and an unrecorded licence has no effect against third parties. The licence must be in writing, and any interested person may request its recordal. In practice, this means a foreign brand owner should record the licence granted to its Colombian partner, both to rely on it against third parties and to document authorised use.
Licensed use keeps the trademark alive
Under Article 165 of Decision 486, a trademark registration may be cancelled if, without justification, the mark has not been used for three consecutive years, and use by a licensee or another authorised person counts. For a foreign owner that sells in Colombia only through a licensee or franchisee, a well-documented licence is the evidence that keeps the registration safe. The agreement should state how use is evidenced and who keeps the records.
What a trademark licence agreement should cover
The parties and the trademark with its registration or application number; the goods or services covered; whether the licence is exclusive or non-exclusive; territory and term; royalties, how they are calculated and how they are audited; quality standards and the owner’s right to control them; who enforces the trademark against infringers; what happens to stock and to use of the mark on termination; and the obligation to record the licence before the SIC.
Franchising in Colombia
A trademark licence authorises use of a sign; a franchise transfers a complete business model, including the trademark, operating know-how, manuals, training and the look of the business. Colombia has no specific statute regulating franchise agreements: they are built on the general rules of commercial contracts and on industrial property rules for the trademark licence and the protection of know-how. The know-how is usually a trade secret, and under Article 264 of Decision 486 its lawful holder may transfer it or authorise its use, with confidentiality clauses that do not breach competition law. The agreement must also cover initial fees and royalties, territorial exclusivity, manuals, training, quality control, advertising, termination and post-termination obligations.
Patent licences and technology transfer
Under Article 57 of Decision 486, the owner of a granted or pending patent may license it, every licence of a granted patent must be recorded before the SIC, and an unrecorded licence has no effect against third parties. When the agreement also includes technical assistance, engineering or unpatented know-how, it is a technology transfer agreement, and whatever the patent does not cover must be protected as confidential information within the same contract.
Software licences
Software is protected in Colombia by copyright and exploited through licences: the customer does not buy the program but the right to use it on agreed terms. The agreement should define exclusivity, users or installations covered, access to source code, ownership of later developments, updates and support, confidentiality and limitation of liability. In commissioned development, ownership of what is built must be settled in the contract.
How we work
We first check that the asset being licensed is properly protected in Colombia: the trademark registered or applied for, the patent in force, the know-how documented as confidential. A licence over a weak right is a weak contract. We then draft or review the agreement from your side, licensor or licensee, franchisor or franchisee, negotiate the clauses that define the deal and record the licence before the SIC. With more than 20 years of practice in industrial property and commercial law, we know that disputes between licensors and licensees almost always come from what the contract did not say. See also our pages on trademark registration in Colombia and commercial law.
Frequently asked questions
Must a trademark licence be recorded in Colombia?
Yes. Under Article 162 of Decision 486, every trademark licence must be recorded before the SIC and must be in writing. Without recordal, it has no effect against third parties.
Does use by a licensee count as use of the trademark?
Yes. Under Article 165 of Decision 486, use by the owner, a licensee or another authorised person counts to defend the registration against a non-use cancellation action.
Can a trademark be licensed while the application is pending?
Yes. Article 162 of Decision 486 allows a licence over a registered trademark or a pending application. The agreement should state what happens if the application is refused.
Is there a franchise law in Colombia?
No. Franchise agreements are governed by the general rules of commercial contracts and by industrial property rules on trademark licensing and know-how, so the content of the contract defines each party’s rights.
Talk to an attorney
Write to us on WhatsApp before you sign a licence or franchise agreement for Colombia and we will tell you what it must say to protect your brand and your business.