Keywords: Sale of Business; Intellectual Property Rights Transfer; Assignment; License; Filing System; Notary.
The article analyzes the transfer of intellectual property rights, especially when they are sold together with the whole business, with particular attention for the role of the public notary. The first part of the article recalls the few both formal and substantial rules adopted by the Italian and the European legislators to regulate the transfer of IP rights and specifically analyzes the clauses which might make the contract null and void. The second part provides a critical approach to the recent changes in the Italian regime of filing system for the deeds of transfer of IP rights, tracing them back to the European legislation, and underlines the risks connected with the political choice to limit the notary check on this kind of deeds. The last part deals with the particular relationship between registers of IP rights and registers of companies, suggesting the rules to follow in order to solve conflicts between who buys the company and who buys specific IP rights which are part of the company, with specific regard to IP rights which are no subject to their own filing system.