Business growth often moves faster than legal structuring. Many businesses begin through personal relationships, informal role-sharing, or collaborations built primarily on trust. At an early stage, such arrangements may appear practical and efficient. However, as a business gains greater commercial value, the absence of clear arrangements regarding ownership, authority, and intellectual property rights may gradually develop into a significant legal risk.
Recent public discussions surrounding the Yogyakarta-based dessert brand ‘Bunaaca’ reflect a recurring issue in modern business practice: the distinction between parties who commercially build a brand and parties who formally control its legal rights. In many growing businesses, contributions are not always translated into a clear legal structure. One party may provide capital and manage administrative matters, while another develops the brand identity, products, and day-to-day operations. The issue is that commercial involvement alone does not automatically create legally recognized ownership rights.
Under Law Number 20 of 2016 concerning Trademarks and Geographical Indications, as most recently amended through Law Number 6 of 2023, Indonesia applies the first-to-file principle in trademark protection. As a result, exclusive rights over a trademark are generally granted to the party that first registers the mark before the Directorate General of Intellectual Property. In practice, this often creates a gap between commercial reality and formal legal position. The party responsible for building a brand’s reputation and market value may not necessarily be the party that legally owns the registered trademark.
Nevertheless, trademark protection is not absolute. Indonesian trademark law also allows the cancellation of trademark registrations filed in bad faith. In disputes involving prior business relationships, courts do not always limit their assessment to administrative registration alone. The parties’ relationship, history of trademark use, patterns of collaboration, and the broader commercial background behind the business may all become relevant considerations in determining who is legitimately entitled to control the brand.
Cases like this demonstrate how many businesses grow before establishing a sufficient legal foundation. As long as the relationship between the parties remains stable, unclear ownership structures are often overlooked. However, once disputes arise, the absence of written arrangements concerning trademark ownership, licensing rights, profit-sharing mechanisms, or decision-making authority may lead to overlapping claims that affect the continuity of the business itself.
From a business perspective, legal structuring should not be viewed merely as a defensive mechanism during disputes. Clear ownership arrangements form an essential part of business sustainability, particularly in relation to investment, expansion, and long-term commercial partnerships. Investors and business partners generally assess not only the commercial potential of a brand, but also the certainty regarding who legally owns and controls the underlying business assets.
As a brand gains greater exposure in the digital market, the impact of internal disputes also becomes increasingly significant. In many situations, ownership conflicts no longer remain internal matters between the parties involved, but quickly evolve into reputational risks affecting consumer trust, commercial relationships, and operational stability. In this context, intellectual property protection and internal governance arrangements have become increasingly important components of modern business risk management.
Ultimately, cases such as Bunaaca demonstrate that many businesses grow faster than the legal structures supporting them. Once a brand begins to acquire substantial commercial value, questions regarding who legally controls the business and its intellectual property become increasingly difficult to avoid. At a certain point, the central issue is no longer how a brand is built, but who legally controls it.
