Fashion Law 2026 Comparisons

An Interlocking Framework

The United Kingdom has no single codified “fashion law” statute. The fashion and luxury industry is instead governed by overlapping legislation spanning intellectual property (IP), consumer protection, advertising, employment and sustainability law, each enforced by different bodies.

IP

The UK provides several layers of IP protection relevant to fashion:

• trade marks – registered under the Trade Marks Act 1994, protecting brands, logos and distinctive signs;
• registered designs – protecting the visual appearance of products under the Registered Designs Act 1949;
• unregistered design right – automatic protection for original designs under the Copyright, Designs and Patents Act 1988, though narrower in scope; and
• copyright – protecting prints, patterns and graphic elements as artistic works.

Since Brexit, EU IP rights no longer extend automatically to the UK. Brands must maintain separate UK registrations through the Intellectual Property Office (IPO) alongside any EU-level protection.

Consumer Protection and Labelling

The Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008 set core standards for goods quality and fair dealing. The Textile Products (Labelling and Fibre Composition) Regulations 2012 require labels to state precise fibre composition percentages.

Advertising and Green Claims

The CAP Code (UK Code of Non broadcast Advertising and Direct & Promotional Marketing) and BCAP Code (UK Code of Broadcast Advertising), administered by the Advertising Standards Authority (ASA), regulate fashion advertising, including influencer content and sustainability claims. The Competition and Markets Authority’s (CMA) Green Claims Code sets expectations for substantiating environmental marketing, and fashion is a declared enforcement priority.

Multiple authorities share oversight of the fashion sector:

• IPO – administers UK trade mark and design registrations;
• ASA – adjudicates advertising complaints across all media, including social media;
• CMA – enforces consumer protection law nationally, with powers under the Digital Markets, Competition and Consumers Act (DMCCA) 2024 to levy fines of up to 10% of global turnover;
• Trading Standards – local enforcement of labelling and consumer protection legislation;
• HMRC – enforces National Minimum Wage compliance (fast fashion supply chains are a recurring focus); and
• Information Commissioner’s Office (ICO) – regulates personal data under the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018.

Green Claims and CMA Enforcement

The DMCCA 2024 significantly strengthens the CMA’s ability to act on misleading green claims, including without court proceedings. Fashion brands making environmental claims should ensure that these are accurate, specific and fully substantiated.

Extended Producer Responsibility (EPR)

The UK’s packaging EPR scheme is now in force. A textiles-specific EPR scheme remains under consideration; businesses should monitor its development.

Supply Chain Due Diligence

The Modern Slavery Act 2015 requires qualifying companies to publish annual transparency statements. Mandatory human rights due diligence legislation – aligned with emerging EU requirements – remains under active policy discussion.

Artificial Intelligence (AI)

The growing use of AI in fashion design and marketing raises questions of copyright ownership, disclosure and accuracy. The UK government’s pro-innovation approach means that existing regulators will apply current powers rather than introducing new AI-specific legislation in the near term.

Post-Brexit Complexity

Brexit means that fashion businesses selling into both UK and EU markets must comply with two distinct legal regimes. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to all distance sales to UK consumers, including by non-UK retailers.

Data Protection

The UK and EU GDPR operate in parallel. The UK has granted adequacy to the EU, permitting free data flows, but the EU’s reciprocal adequacy decision is subject to periodic review and should not be taken for granted.

Digital Platforms

The UK has not enacted a direct equivalent of the EU’s Digital Services Act. Online platform regulation is addressed through the existing consumer protection framework, the Online Safety Act 2023 and the DMCCA 2024. Brands operating on third-party marketplaces should confirm whether UK or EU jurisdiction applies to their obligations.

Import Duties and VAT

Post-Brexit, goods moving between the UK and EU attract customs checks and duties. Fashion businesses must understand applicable commodity codes, rules of origin and – for those selling directly to EU consumers – EU VAT obligations, including potential use of the One Stop Shop mechanism.

The most used rights in fashion products are trade marks, copyright and unregistered designs. Fashion tends to evolve from artistic creativity rather than technical innovation, so fashion-related patents are rare, though not unheard of (eg, a patent dispute involving H&M concerned bra underwire tubing). Owing to the fast-moving nature of product cycles, registered designs are not commonly obtained except in relation to products which quickly become bestsellers or products such as bags and shoes which are less seasonal.

Which IP right is most important depends on the nature of the product and the business that sells it. Trade marks are helpful for tackling counterfeits and dealing with online takedowns. For luxury fashion brands targeted by large-scale counterfeit operations, enforcement beyond online takedowns can be challenging, as such operations have links to organised crime and give scant regard to court orders.

UK unregistered designs are the principal means of protection for the look and shape of items. Following Brexit, care must be taken over how a product is launched, as a disclosure can destroy novelty elsewhere. For pre-launch design development, confidentiality and trade secrets protection are also important. 

Copyright is key to protecting fabric patterns and promotional materials, and is critical for merchandising, endorsements and creator agreements. There have been EU cases where copyright has protected an entire design (notably Cofemel); however, it is difficult to reconcile this with the UK’s closed list of qualifying copyright works under the Copyright, Designs and Patents Act 1988. 

Luxury brands often maintain their prestige through carefully controlled distribution networks, so there is a close connection between IP, contract law and competition law in this area.

To obtain a UK registered trade mark or registered design, an online application to the UK IPO and a fee is needed. The office checks whether the application meets the primary grounds for approval. 

After this, trade marks are published in the trade marks journal and are open to third-party opposition for a period of two months (which can be extended by one month by filing the relevant free form). If no oppositions are filed, a trade mark will proceed to registration. A smooth process usually takes around four to six months. Oppositions can slow the process for up to two years. 

There is no pre-grant opposition period for registered designs; thus, following passing examination, a design is registered. Design applications usually take two to three weeks.

UK law does not protect trade dress as such, though the law on passing off can sometimes fill the gap. The tort of passing off protects the goodwill in a brand or product’s appearance where the public is deceived into purchasing another product thinking it is that brand or product. In practice, this rarely assists in lookalike disputes as it is difficult to show that customers will be deceived into believing two garments came from the same source simply because they look similar, especially where different trade marks are present. Unregistered design protection can, however, be very powerful and is commonly deployed in these types of disputes.

There are two types of unregistered design protection in the UK:

• Supplementary Unregistered Design (SUP), which replaced the EU unregistered design right after Brexit; and
• UK Unregistered Design Right (UDR).

SUP lasts three years, which is often sufficient in a fashion context; UK UDR lasts ten years, though in the last five a licence of right must be offered to those who request one. The criteria and infringement test for these two rights differ, though both require evidence of copying. For SUP, the owner must also establish that the defendant’s design does not create a different overall impression on the informed user. For UK UDR, the owner must prove that the alleged infringement was made substantially to the design of the original.

Photographs, lookbooks and digital content are protected by copyright and contract. As the fashion industry relies heavily on freelancers, ensuring that the correct assignments or licences of content are in place is very important. Many disputes also arise in relation to usage beyond the agreed terms, so robust processes should be in place to manage content usage.

Copyright generally lasts for the life of the author plus 70 years, with specific rules for films and photographs. Digital content is treated as either an artistic work (if visual) or a literary work (if text-based or software). The UK inherited the EU infringement test, such that copying a “substantial part” of a work means making use of the author’s intellectual creativity.

Brand identity is protected by registered trade marks and copyright, adherence to comprehensive brand guidelines, careful licensing and enforcement programmes and, in some instances, legally enforceable selective distribution networks.

Product aesthetics are protected by copyright and design rights (as previously described) as well as strong confidentiality measures pre-launch.

Collaborations are a helpful way to reach new audiences and create some brand buzz. They require carefully managed contractual arrangements. New or combined trade marks or designs may be created, which themselves can be prosecuted and enforced. The agreement should also govern the investment and responsibilities of both parties.

Both civil and criminal remedies are available for IP infringement in the UK. Criminal trade mark infringement requires the absence of a belief on reasonable grounds that the use was not an infringement; criminal copyright infringement requires knowledge, or reasonable grounds to believe, that the act constituted infringement. Both tend to be reserved for serious counterfeiting cases, and rights owners do not receive damages following a conviction. The vast majority of IP cases are therefore brought before the civil courts.

In civil proceedings, urgent preliminary injunctions can be obtained where justified. After trial, permanent injunctions, damages or an account of profits (see 2.10 Damages for IP Infringement) and costs are available, as are supplemental remedies such as delivery up or destruction of infringing goods and publication orders.

Liability and quantum trials are split in the UK. If liability is established at the main trial, financial disclosure will be ordered to prepare for the monetary remedy stage.

UK Border Force has a good reputation for seizing imported goods suspected of infringing IP rights where rights-owners have submitted an Application for Action (AFA). Legal costs for AFAs are typically modest and there is no application fee, and an AFA can cover all types of IP rights. Acceptance is normally received within 30 days of submission and remains valid for one year, with renewal usually being quick and inexpensive.

Rights-owners should note that they may be liable for Border Force’s handling, storage or destruction costs, and for compensation to the owner if the seized goods are found not to infringe. Where the importer does not respond to a seizure notification within the ten-working-day limit, the goods will be destroyed if the rights-owner confirms that they are infringing.

UK litigation can be expensive and lengthy. Often, takedown procedures are used as a first step. Most major UK online sales platforms now facilitate takedown procedures, with varying reputations. Some platforms offer enhanced programmes for those registered with the platform in some way. The UK government has published a helpful guide entitled “Protecting Intellectual Property Rights on e-commerce stores” (updated April 2026).

However, bad actors increasingly manipulate these procedures. For example, as UK registered designs are quick and easy to obtain with no real assessment of them, they can be used to take down genuine products. Similarly, the authors are seeing falsified registrations created with AI being filed in response to genuine takedown notices. 

If an alleged infringer is a generally reputable business, mediation, arbitration or expert determination can be good alternatives to litigation. Robust UK legislation supports arbitration award enforcement. These alternatives are particularly suitable where the parties have a commercial relationship, allowing for confidentiality and a broader range of outcomes.

For trade mark infringement, it can be difficult to establish a likelihood of confusion where the offending product has been sold for some time with little evidence of actual confusion emerging. UK courts do not admit survey evidence on confusion.

There is an alternative form of infringement where the registered mark has a reputation (eg, high street chains and luxury brands) but this requires showing that the infringing mark is harmful to or takes unfair advantage of that reputation.

For copyright, SUD and UDR infringement, proving copying can be hard, but it can be inferred from sufficient similarity and access, where the defendant cannot evidence independent creation.

In most UK IP infringement cases, the rights-owner can elect between damages or an account of profits as its monetary remedy, but cannot have both.

The challenge with an account is establishing that most of the defendant’s profits are attributable to the infringing element and preventing misattribution of losses by the defendant.

Damages can be recovered for lost profits on products that would have been sold but for the infringement (including convoyed goods). Where such losses cannot be shown (eg, where the claimant’s product is no longer being sold), damages can be claimed on a hypothetical reasonable royalty basis.       

Fashion advertising is regulated by the same laws as other consumer products – the key legislation is the DMCCA 2024. The DMCCA 2024 prohibits unfair commercial practices, which includes misleading by action or omission in communications with consumers; it covers on-pack claims and labelling as well as websites and advertising more generally. The principles which underpin the DMCCA 2024 came from EU law, but this legislation also represents significant divergence from EU law.

The Advertising Codes, enforced by the ASA, reflect the DMCCA 2024 and contain additional rules on social responsibility, harm and offence, which are particularly relevant to fashion advertising in terms of how models are depicted. They also include rules on comparative advertising, which require that products compared:

• are intended for the same purpose;
• compare one or more material, relevant, verifiable and representative feature of those products, which may include price; and
• must not create confusion between the marketer and its competitors or between the marketer’s product, trade mark, trade name or other distinguishing mark and that of a competitor.

Under the DMCCA 2024, it is a misleading omission if (unless already apparent from the context) a practice fails to identify its commercial intent. Traders cannot falsely claim or imply that they are acting for purposes unrelated to their business or falsely representing themselves as a consumer.

The Advertising Codes reflect the law and explicitly require that advertising be obviously identifiable as such. The CMA and the ASA have produced joint guidance for influencers on how to ensure content is correctly labelled. The ASA has published numerous rulings on this point and regularly rules against the brand featured rather than the influencer referencing the brand.

Claims made by influencers as part of a commercial relationship cannot go further than the claims the brand would be able to make for the product.

Claims regarding the environment are regulated by the DMCCA 2024 and the Advertising Codes, which have specific rules on making green claims. The statutory regulator has published detailed guidance, including the Green Claims Code, which details what it considered necessary to ensure that such claims comply with the DMCCA 2024 and sector-specific guidance targeting the fashion industry.

This is an area under vigorous scrutiny from the national statutory regulator, the CMA, and the self-regulatory authority, the ASA. The two organisations cross-refer to each other’s guidance. The regulators take a robust approach to interpreting any kind of environmental claim. For example, the CMA considers that consumers will understand “green”, “sustainable” or “eco-friendly” to mean that the product as a whole has a positive environmental impact, or at least no adverse impact.

As consumer protection law, the DMCCA 2024 can be enforced by the CMA and local Trading Standards authorities. The CMA and Trading Standards have powers to bring both civil and criminal actions before the courts. They can also agree undertakings with companies to ensure future compliance. The CMA also has the power to take direct enforcement action without going to court. The CMA can levy a fine of up to 10% of global turnover.

The ASA enforces the Advertising Codes. Its primary sanction is the negative publicity generated by its weekly rulings. It can also refer non-compliant advertisers to Trading Standards.

Including someone in an ad in a way which implies a commercial relationship or endorsement when there is not one in place is likely to engage the rules against misleading advertising.

The key consumer rights applicable to UK fashion retailers are as follows (please note that rights in relation to online sales are covered in 4.2 Online Sales Rules).

Goods

Under the Consumer Rights Act 2015, goods must be of satisfactory quality, fit for purpose, and as described. If defective, consumers have the following rights:

• within 30 days – full refund;
• within six months – repair, replacement or refund; and
• after six months and up to the relevant limitation period – claim possible if fault existed at purchase.

Price Marking

Retailers must comply with the price marking rules, which require that, where a retailer indicates that any product is for sale, they must indicate the selling price of that product in a way which is:

• unambiguous, easily identifiable, legible, and displayed using a font which is clear and of reasonable size;
• given in proximity to the product; and
• placed as to be available to consumers without the need for them to seek assistance from the retailer’s staff.

Consumer Terms and Conditions

Under the Consumer Rights Act 2015, consumer terms must be transparent and fair. Some terms are automatically unfair; others are on a “grey list”, which means that if used they could be found to be unfair. Unfair consumer terms are unenforceable, and if the retailer tries to enforce an unfair term this could be an unfair commercial practice, which can attract significant fines from the CMA (the UK consumer law regulator).

Separate statutory rights apply to digital content and services under the Consumer Rights Act 2015.

Pre-Contract Information

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, retailers must provide clear pre-contract information, including business details, total price (including taxes), delivery charges, and information about cancellation rights, before the consumer is bound.

Cancellation (Right of Withdrawal)

Consumers have a cooling-off period of 14 days from delivery to change their mind and cancel their order, plus a further 14 days to return the products. A full refund must be issued within 14 days of the retailer receiving the returned goods or proof of return. There are exceptions where the right to cancel does not apply, including for personalised products and goods sealed for hygiene reasons that have been unsealed after delivery.

Returns and Refunds

Refunds – including standard delivery costs – must be made promptly using the same payment method. However, retailers may require consumers to pay for returns, and many are now doing so.

Enforcement of Consumer Rights by the UK Regulator

The DMCCA 2024 has empowered the UK consumer law regulator to enforce consumer law directly against retailers without having to involve the courts. This includes a power to fine retailers the greater of GBP300,000 or 10% of global annual turnover for breaches of consumer law, and to order retailers to pay compensation to affected consumers. This legislation also introduces a new regime (expected to come into force in January 2027) which will govern subscription contracts (relevant for fashion rental/subscription services), a new banned practice of creating and publishing fake reviews, and new rules in respect of “drip pricing” (the practice of adding non-optional fees to the price advertised before the consumer can complete the transaction).

Consumer Dispute Resolution (Individual Disputes)

Disputes with consumers are typically resolved directly (through correspondence between the consumer and the retailer’s customer services team).

A consumer may also bring a private action for breach of contract or breach of the Consumer Rights Act 2015 against a retailer in the courts.

Fashion retailers are not legally obliged to offer or participate in alternative dispute resolution (ADR) to resolve consumer complaints. However, some fashion retailers have chosen to sign up to accredited ADR schemes. Under the DMCCA 2024, the retailer must, when communicating the outcome of the complaint to the consumer, also inform the consumer about any ADR or other arrangement that is available if the consumer is dissatisfied with the outcome. If ADR mechanisms are made available to consumers, they must be optional and not used to prevent the consumer from bringing a claim in the courts.

Consultation on Potential Consumer Class Actions

In April 2026, the Law Commission of England and Wales announced that the UK government had asked it to assess whether consumer law enforcement could be strengthened by the introduction of a consumer class actions regime. At present, there is no such regime.

Several restrictions apply under the DMCCA 2024. 

Total Price Transparency

Drip pricing – showing an initial headline price and adding mandatory charges later – is prohibited. Partitioned pricing (listing price components without a total) is also generally prohibited. An invitation to purchase must always include the total price unless it cannot be calculated in advance, in which case the method of calculation must be explained.

Discount Campaigns

A price is likely to be considered misleading by the regulators if it is not realistic, meaningful and attainable. Retailers referring to a higher reference price to illustrate a discount (often referred to as “was/now” pricing) must be able to show that the higher price was genuine or realistic. This is assessed on a case-by-case basis, but the time period the goods were offered at the higher price will be a significant factor in the assessment. The volume of units sold at that price may also be taken into consideration.

Loyalty Programmes

Targeted price reductions must not mislead non-qualifying consumers; any invitation to purchase must make clear which consumers qualify for the offer and the precise benefits delivered. If there are changes to loyalty programme terms, care should be taken to ensure that members do not find themselves getting something different to what they expected. Loyalty programmes are treated as promotional marketing under the Advertising Codes, so rules on avoiding unnecessary disappointment and being seen to treat consumers fairly also apply.

Fashion products sold in the UK must comply with the Textile Products (Labelling and Fibre Composition) Regulations 2012, which require textile products to carry labels stating fibre composition by percentage in descending order of weight. Labels must be durable, easily legible, visible and accessible. Where a product contains multiple textile components (eg, a jacket with a different lining), each component must be separately labelled. Non-textile parts of animal origin (eg, leather trims) must also be identified. Failure to comply is a criminal offence enforceable by Trading Standards.

There is no general legal requirement under UK law to state the country of origin on fashion products. However, where an origin claim is made voluntarily, it must be accurate and not misleading under the Consumer Protection from Unfair Trading Regulations 2008 and the DMCCA 2024. Misleading origin claims such as implying UK manufacture when a product is substantially produced overseas may attract enforcement action from the CMA or Trading Standards.

The General Product Safety Regulations 2005 require that all consumer products placed on the UK market be safe. Fashion products must not present unacceptable risks to consumers in normal or reasonably foreseeable use. Specific safety concerns in fashion include drawstrings on children’s clothing, small detachable parts posing choking hazards, and flammability of fabrics, which is addressed by the Nightwear (Safety) Regulations 1985 (as amended) for nightwear products.

The Product Regulation and Metrology Act 2025 provide the UK government with updated powers to reform product safety regulation post-Brexit, including for online sales. Businesses should monitor secondary legislation made under this Act, which may introduce new requirements for fashion products sold through e-commerce channels.

Producers, importers and distributors each bear distinct obligations under the product safety framework, including maintaining traceability records and notifying the relevant authority of any products presenting a risk to consumers.

Fashion brands in the UK are subject to the UK GDPR (and EU GDPR) and the Data Protection Act 2018 (DPA 2018). While the core rules are sector‑agnostic, fashion businesses often engage in intensive customer analytics, profiling, loyalty schemes and location-based marketing, which raises specific compliance considerations.

In particular, there is a risk associated with inadequate security measures and cybersecurity risk (and recent data breaches, such as those experienced by JLR and M&S, indicate a growing trend in threat actors and ransomware). This is a trend that will continue to grow, given the increasing need for boards to invest in AI and emerging technologies. Employee data protection compliance is also a significant compliance risk area, and organisations need to consider data retention, complaints handling and data subject access rights carefully to avoid incurring avoidable liability.

There is an omnipresent need for global brands, or local brands with outsourced operations and logistics providers, to ensure that international data transfers are compliant. This often requires international data-sharing frameworks to be implemented, coupled with local destination (or recipient) and originating country transfer risk assessments to be completed, as well as adequate practical, technical and operational safeguards.

Where more sophisticated digital marketing technologies are deployed, contractual responsibilities with ad agencies, as well as data privacy impact assessments (DPIAs), may need to be completed to identify, assess and mitigate any potential compliance risk and manage and reduce any potential damage to reputation. As part of this, an appropriate lawful basis will need to be considered, and special consideration is required for children or vulnerable persons. Online Safety Act (OSA) compliance may also need to be addressed, as well as the strategic impact of the proposed social media ban for under-16-year-olds planned in the UK.

Processing of special category data and use of AI systems or models are subject to more stringent data protection compliance, and will require a written DPIA and/or AI risk assessment or conformity assessment to identify and mitigate any potential risk. It is also important to consider what rights and data are comprised in biometric applications and AI tools, as this will require careful consideration of IP rights in such data, as well as privacy and broader commercial usages rights and restrictions. Accordingly, supplier contracts will need to contain appropriate terms and conditions allocation as well as appropriate responsibility and compliance processes for use of such tools.

Sanctions are significant and range from 4% to 6% of global annual turnover of the wider group of companies (not just the defaulting group company). Maximum fines may be imposed for serious breaches of data protection and privacy compliance of up to EUR20 million (or GBP17.5 million). In addition, enforcement action may result in deletion of offending databases and audits by supervisory authorities. Furthermore, costs may be involved for claims of individuals or commercial parties whose data and confidential information may be affected, as well as forensic, legal and reputational damages and costs, as a result of fallout from cybersecurity incidents.

Competition law issues in the fashion sector are often related to vertical supply issues such as the structuring of distribution systems (eg, selective and exclusive distribution), online reselling and resale pricing.

The basic starting point under UK competition law is that resellers are free to resell in any territory, to any customer, at any resale price and through the internet. Where available, the UK Vertical Agreements Block Exemption Order (and guidance) provides some limited “carve outs”, particularly in respect of exclusive and selective distribution and some online reselling controls. Care is needed, and some of the following sections provide more detail on this.

Distribution and other vertical agreements can fall within the scope of UK competition laws. Like the EU, the UK has a block exemption (Vertical Agreements Block Exemption Order) that provides a “safe harbour” for vertical agreements that come within its terms. In particular, it is only available where the parties’ market shares do not exceed 30% on the relevant market(s) concerned and there are no so-called hardcore restrictions or excluded restrictions in the agreement. Hardcore restrictions (eg, resale price restrictions and some territory or customer restrictions) remove the benefit of the block exemption from the whole agreement, whereas excluded restrictions (eg, exclusive purchase obligations that exceed or could roll beyond five years) remove its benefit from the specific restriction only. 

The block exemption provides a useful “safe harbour” for agreements such as exclusive and selective distribution agreements. However, care is needed to ensure that such agreements are drafted carefully and within the parameters of the block exemption. For example, the block exemption only allows limited territorial resale restrictions.

The basic starting point under UK competition law is that resellers should be free to use the internet for the resale of products.

In the case of online marketplaces, where the Vertical Agreements Block Exemption is available, a restriction on the use of online marketplaces by a reseller is likely to benefit from the block exemption. However, care must be taken with the implementation of such restrictions and, in particular, advice is needed if:

• the supplier itself uses online marketplaces;
• the restriction is not applied uniformly to all resellers; or
• online marketplaces are themselves appointed as resellers.

There is no unfair competition law in the UK, but passing off may sometimes provide redress where unfair competition claims would be made in other jurisdictions – eg, for lookalike products, though not business models (which are usually unprotected).

In Freddy SpA v Hugz Clothing Ltd and Others [2020] EWHC 3032 (Ch), this was established based on the distinctive combination of pocket, belt loop, yoke and badge on Freddy SpA’s jeans appearing on Hugz’s jeans. However, in Thom Browne Inc and Another v Adidas International Marketing BV and Others [2024] EWHC 2990 (Ch), Adidas’s passing-off counterclaim relating to Thom Browne’s use of three stripes failed.

UK IP law reserves to the owner of the IP right(s) concerned the right to place goods bearing/encompassing the right on the market in the UK or the European Economic Area (EEA) for the first time. The placing on the market in the UK or the EEA, by the IP owner or with their consent or licence, “exhausts” the right-owner’s right(s) in the goods concerned. There is no exhaustion of UK IP rights in respect of genuine goods which have not been placed on the market in the UK or the EEA in this way, but rather only outside the UK and EEA area. Usual IP enforcement mechanisms remain available in respect of such goods, including court proceedings, customs measures and Trading Standards’ processes.

More widely, contractual restrictions on non-UK resellers importing goods into the UK are unlikely to automatically infringe UK competition law. However, it is still necessary to consider the potential effects of an import restriction on competition in the UK, in particular taking into account the nature of the goods and the conditions and structure of the market.

The preferred corporate structure depends on the fashion brand’s aims and strategy; the choice of corporate structure will be dependent on this. Where a brand has agreed to partner with a third party (such as a sports brand or celebrity), a joint venture may be the most suitable structure. Where a fashion brand is expanding into new markets (eg, a womenswear brand diversifying into childrenswear), it may be appropriate to establish a dedicated subsidiary for the new market, while keeping operations (finance, HR, legal) centralised.

Franchising can be appropriate where the franchisor wishes to retain brand control while the franchisee bears the operational risk.

In each case, the choice of structure should be informed by tax, regulatory and commercial considerations.

Key considerations include the following.

• Registered and unregistered IP – whether brands and products are sufficiently protected, including any history of “copycat” designs involving third-party infringement of the target’s IP (or vice versa) and how such disputes were resolved.
• Online sales exposure – where sales are predominantly online, IT due diligence should be undertaken to verify that robust IT systems and cybersecurity measures are in place.
• Data protection practices – considering:
1. whether consent is obtained from data subjects before marketing materials are sent;
2. whether consumers have the ability to opt out of marketing;
3. complex international/cross-border data frameworks; and
4. whether personal data is processed in accordance with applicable legislation and good market practice.
• Material supplier, licensing and distribution agreements – whether any change-of-control clauses exist that, if triggered, could materially impact revenue.

Whether intangible assets require separate transfer depends on the type of M&A transaction.

Share Sale

Where the buyer acquires the entire issued share capital of a target company (which owns the intangible assets), no separate transfer of assets is required. Ownership of the company (ie, shares) transfers to the buyer on completion, and accordingly (unless specifically carved out) all of the assets and liabilities (including the intangible assets) remain within the target company.

Asset Sale

Where the buyer is selectively acquiring specific assets of a target company, it must ensure that material intangible assets are included. Depending on the asset type, the transfer may be effected via IP assignment or other appropriate mechanisms. Following completion, the buyer should ensure that all relevant IP registries are updated (as appropriate) to reflect the change of ownership.

There are a number of valuation methodologies used in relation to intangible assets’ valuation. It is important that specialist financial advisers are consulted accordingly.

The UK does not have a fashion- or retail-specific foreign investment regime; however, the following should be considered when investing into the UK.

National Security and Investment Act 2021

It is unlikely that fashion or retail would fall within one of the 17 sectors requiring mandatory or voluntary notification to the Secretary of State, but this should be assessed as part of any transaction.

CMA

The UK operates a voluntary merger notification system. However, foreign acquirers and investors should assess UK merger control thresholds and possible substantive competition concerns to determine whether a voluntary notification is advisable as the UK competition authority (CMA) can intervene in transactions that qualify for investigation.

Sanctions

Investments must comply with anti-money laundering requirements and any relevant sanctions regimes preventing dealings with designated persons, frozen assets or jurisdictions subject to trade restrictions.

When transferring IP ownership between group companies, a formal intra-group IP assignment should be executed by the assignor and assignee.

Existing IP licences between the assignor and third parties should be reviewed for change-of-control clauses. Where such clauses exist, a waiver should be obtained from the relevant third party, waiving its right to exercise termination or other rights thereunder.

Where other group companies require continued use of the IP, appropriate intra-group licences should be put in place as a matter of best practice.

The most common employment law issues affecting fashion retail in the UK are the engagement of seasonal workers on zero-hour or temporary contracts, ensuring compliance with national minimum wage obligations and obligations around limits on working time.

Businesses in the fashion industry also need to ensure compliance with their obligations to prevent modern slavery in their own businesses and in their supply chain. This can be made difficult if manufacturers are based overseas where it is difficult to maintain appropriate oversight.

Employers must also be aware of the recently introduced obligation to protect employees from harassment, including sexual harassment by third parties. This could be particularly relevant in a retail environment when employees are regularly coming into contact with the public.

Finally, employers must ensure that anyone who works for them has the right to work in the UK. This is particularly important in the fashion industry, which often attracts workers from overseas.

While models, creative professionals and freelance designers are generally not classed as employees and therefore are not protected by employment law, they are still likely to be protected from discrimination under the Equality Act 2010 while they are providing their services. Businesses who engage self-employed individuals should take steps to ensure that they and their employees do not discriminate against such individuals on the grounds of any protected characteristics such as their age, race, religion, gender or sexuality. Contractors who are discriminated against may bring claims in the employment tribunal, and the amount of compensation which can be awarded in such cases is uncapped.

As referenced previously (see 8.2 Protections for Models and Creatives), the Equality Act 2010 provides individuals who are employed or engaged by a business with protection against various forms of discrimination. The Act makes it unlawful to discriminate against someone because of a protected characteristic they have or are perceived to have, including disability, race, religion and gender. If an employer discriminates against an individual on these grounds, the individual may bring a claim in the employment tribunal for compensation. The amount of compensation a tribunal can award is uncapped and will depend on the losses suffered by the individual and the seriousness of the harm caused. Employers are liable for their own acts of discrimination and for any acts of discrimination carried out by their employees against colleagues.

Provided an independent contractor is genuinely not acting as an employee, they will be classed as self-employed for employment law purposes and will not have employment-related rights (save for rights under the Equality Act 2010, as described previously). In order to determine whether a contractor is genuinely self-employed, it is important to consider a number of factors, including:

• the degree of control exercised over the contractor;
• whether there is an obligation on the contractor to accept work from the company; and
• how integrated the contractor is into the company’s business.

The day-to-day reality of the relationship, rather than the position set out in any written contract, will determine a contractor’s employment status.

The Modern Slavery Act 2015 requires in-scope companies, including fashion brands, to publish a slavery and human trafficking statement on their homepage every year which sets out the steps it took in its previous financial year to combat modern slavery taking place at the company or in its supply chains. The authors have advised many stellar national and international fashion brands (and luxury goods clients) since the requirement to publish a slavery and human trafficking statement was introduced, to help them produce compliant and well-rounded slavery and human trafficking statements that reflect their values. The authors are currently engaging with the UN Special Rapporteur on contemporary forms of slavery and trafficking in persons as part of its global consultation exercise with stakeholders, to explore how combating modern slavery can be improved.

Fashion brands operating as companies in the UK are subject to corporation tax at a main rate of 25% on profits exceeding GBP250,000, with a small profits rate of 19% applying to profits below GBP50,000.

VAT is charged at the standard rate of 20% on most fashion goods, whereas supplies of children’s clothing and footwear are generally zero-rated (provided certain conditions are met), making this distinction commercially significant for brands with mixed product ranges. Businesses with taxable turnover exceeding GBP90,000 must register for VAT.

Post-Brexit, the UK Global Tariff generally applies to imports from outside the UK, with textiles and clothing attracting varying duty rates depending on things including composition and country of origin. Import VAT is also generally payable on imported clothing/fabric. These costs can materially affect supply chain economics and must be factored into sourcing decisions.

There is no regime specific to the creative fashion sector, though the following should be noted.

Research and development (R&D) tax relief (in the form of an above-the-line credit of 20% of eligible expenditure) is potentially available to corporate brands investing in innovative materials, sustainable production methods, or novel manufacturing technologies if they are directly aimed at resolving scientific or technological uncertainties and certain criteria are met.

The Patent Box regime enables companies to apply a reduced 10% corporation tax rate to profits attributable to qualifying patented inventions. While this may be relevant to those investing in patented material or process innovation (eg, sustainable/performance textiles or wearable technology), it is likely of limited applicability to most fashion businesses.

Early engagement with specialist advisers is recommended to identify and maximise any available reliefs.

Royalty payments and licence fees received by UK-resident companies are generally subject to corporation tax under the “intangibles regime”, and brand-use payments will also be subject to corporation tax. Additional tax rules can apply where the parties involved are connected.

Royalties paid by or to non-UK residents may be subject to a withholding tax, depending on the nature of the royalties, the country of origin and the terms of any double tax treaty in place with the relevant jurisdiction.

The commercial terms of any agreements should be carefully considered from a tax perspective, as they may include an obligation on the paying party to “gross up” to compensate for any withholding obligation or include assistance obligations.

Cross-border distribution and franchising arrangements can potentially trigger withholding tax obligations, depending on the nature of the payments, the country of origin and the terms of any double tax treaty in place with the relevant jurisdiction.

It is key to determine what the payments under the distribution or franchising arrangements are being made for, in order to determine the associated tax consequences (eg, whether they are payments for services, royalties, interest, payment for goods, etc). 

Businesses entering cross-border distribution or franchising agreements should seek specialist advice to ensure proper structuring and compliance with both domestic legislation and applicable treaty obligations, prior to entering into any contractual arrangements with a third party.

As stated in 9.3 Royalties and Licensing Taxation, the commercial terms of any agreements should also be carefully considered from a tax perspective, as they may include an obligation on the paying party to “gross up” to compensate for any withholding obligation or include assistance obligations.

E-commerce and digital services supplied to UK consumers are generally subject to VAT at 20%. VAT registration and compliance obligations can be different for UK and overseas sellers, and in some circumstances online marketplaces are responsible for collecting and accounting for VAT on certain sales made through their platforms.

The UK’s Digital Services Tax (DST) levies a 2% charge on the revenues (rather than the profits) of certain digital business activities, including online marketplaces, of large multinational enterprises to the extent attributable to UK users. Generally, the business’s (or group’s) relevant global turnover must exceed GBP500 million and its UK revenues must exceed GBP25 million for DST to be relevant. DST is intended to be a temporary measure until an “appropriate international solution” is in place.

Income earned by influencers from sponsored content, brand partnerships, etc, is usually taxable and must be reported to HMRC.

Influencers and creative freelancers who are genuine independent contractors directly engaged by the end client are not usually employees and so will be responsible for their own tax obligations in the UK.

The UK’s IR35 and off-payroll working rules are central to the tax classification of independent contractors operating through intermediaries (eg, personal service companies) and specify which party is responsible for determining the status of the arrangements. If either regime applies, PAYE income tax and employee National Insurance contributions (NICs) must be deducted at source and employer NICs (and potentially apprenticeship levy) paid.

HMRC has increased its focus on (and compliance activity in relation to) influencers and content creators in recent years.

There are laws that address sustainability, recycling and circular fashion in the UK. The Environment Act 2021 is the primary framework, introducing EPR, mandatory recycling targets, and resource efficiency measures. The EPR for Textiles scheme is under active consultation, aiming to make producers financially responsible for end-of-life garment management.

The Waste and Resources Action Programme (WRAP) supports the Sustainable Clothing Action Plan (SCAP). The Simpler Recycling reforms (expected from 2025–2026) standardise collection. The Eco-design for Sustainable Products Regulation (ESPR) – mirroring the EU approach – is being considered domestically.

While a dedicated circular fashion statute does not yet exist, these overlapping regimes collectively address recyclability, waste reduction and product stewardship.

Large UK fashion companies face mandatory reporting obligations under multiple regimes. Streamlined Energy and Carbon Reporting (SECR) requires qualifying large companies to disclose energy use and carbon emissions annually in their directors’ reports. Since 2022, Task Force on Climate-related Financial Disclosures (TCFD)-aligned reporting has been mandatory for premium-listed companies and large private companies.

The UK Sustainability Disclosure Standards – based on the International Financial Reporting Standards – are being finalised and will extend obligations further. Additionally, the Modern Slavery Act 2015 requires supply chain transparency statements. Smaller fashion businesses are not yet directly captured but may face indirect pressure through supply chain requirements from larger retailers and investors.

Environmental claims need to comply with the DMCCA 2024 as enforced by the CMA and local Trading Standards authorities. The CMA has published robust guidance including the Green Claims Code, setting out its expectations for compliance to ensure that consumers are not misled into thinking a product’s green credentials are better than they are. The CMA has undertaken enforcement action against brands in the UK, requiring them to sign detailed and stringent undertakings to ensure future compliance.

The ASA regularly publishes rulings against claims in advertising which it considers misleading for consumers, in particular where the evidence held by the business does not match the claim that has been made, or where crucial information about the product, or the company’s wider activities, has been omitted.

The UK currently offers limited direct incentives specifically for fashion eco-design. The Plastic Packaging Tax (GBP217.85/tonne from April 2024) incentivises use of recycled plastic content in packaging. The forthcoming EPR for Textiles scheme is expected to incorporate eco-modulation, applying lower fees to products designed for durability, repairability or recyclability. Innovate UK and WRAP provide grant funding for circular economy innovation.

There are currently no direct tax reliefs for sustainable materials or take-back programmes in fashion, though charitable reuse organisations benefit from existing reliefs. The Ecodesign for Energy-Related Products Regulations impose minimum standards but are not fashion-specific. Policy development in this area is ongoing and evolving rapidly.

The UK textile sector faces several significant environmental challenges. Microplastic pollution from synthetic fabrics – particularly during washing – is a growing concern, with regulation on microplastic filters under discussion. Fast fashion waste remains acute, with millions of garments entering landfill or incineration annually due to limited textile collection and sorting infrastructure.

Carbon emissions from predominantly offshore manufacturing fall outside direct UK regulatory reach, creating supply chain accountability gaps. Chemical use in dyeing and finishing, conducted largely in third countries, raises concerns under import due diligence proposals. The lack of scalable textile recycling infrastructure domestically hampers circular economy progress. Water overconsumption and biodiversity impacts from cotton cultivation further compound the sector’s environmental footprint, though these primarily arise beyond UK borders.

Fashion-related disputes in England and Wales involve a wide range of legal issues; frequently including:

• contractual disputes about agreements governing manufacturing/supply, distribution, licensing and agency;
• confidentiality, non-disclosure agreements (NDAs) or restrictive covenants;
• advertising and consumer rights; and
• IP.

The appropriate forum for resolving fashion disputes depends on the particular legal complaint.

• The High Court is the primary forum for high-value or complex disputes. It commonly handles contractual and confidentiality disputes.
• The Intellectual Property Enterprise Court (IPEC) (a specialist court within the High Court) handles disputes relating to IP.
• Lower-value, uncomplicated disputes may be brought in the County Court. Retail consumers would frequently pursue civil complaints here.
• The ASA regulates advertising across all media, including complaints about misleading products, offensive content and social media marketing.

Arbitration is well suited to fashion industry disputes and is increasingly used in England and Wales, particularly in international licensing, distribution and franchising agreements. Fashion contracts often involve cross-border parties for whom confidentiality and international enforceability of awards under the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”) are significant practical advantages, given the global nature of the industry.

Leading institutions include the London Court of International Arbitration, the International Chamber of Commerce, and the World Intellectual Property Organization (WIPO). WIPO’s Arbitration and Mediation Center is particularly active in fashion and IP-related disputes, offering flexible procedures and allowing parties to appoint neutrals with specialist expertise.

One important limitation is that challenges to IP validity (such as disputes over trade mark or design right subsistence) typically require court determination and are not well suited to arbitration.

Litigation in the High Court typically takes 18–24 months from the initiation of proceedings to trial, though this is indicative and much will depend on the scope and particular circumstances of each case. IPEC proceedings are generally faster given the court’s streamlined procedure.

In High Court litigation, successful claimants may obtain a wide range of remedies, including a (final) injunction restraining further infringement, damages or an account of profits, and orders for infringing goods to be delivered up or destroyed.

Interim relief is available under the Civil Procedure Rules, and includes interim relief such as injunctions, freezing injunctions and search orders. Freezing injunctions may extend to assets located outside the jurisdiction. Urgent out-of-hours applications are also possible.

Foreign arbitral awards are relatively straightforward to enforce in England and Wales. Under the New York Convention and the Arbitration Act 1996, an application for permission to enforce may be made without notice; once permission is granted, the order must be served on the defendant, who has 14 days to apply to set it aside, during which time enforcement is stayed. There are limited grounds to resist enforcement, and England is generally considered to be a “pro-arbitration” jurisdiction.

Regarding foreign judgments, there is no single regime for enforcement. Generally, the English courts have reciprocal enforcement arrangements with EU states, the Commonwealth and certain countries by bilateral treaty. Where no reciprocal regime exists, parties might bring a common law debt claim. Complexity and scope of enforcement depend on which method applies.

England and Wales has developed some notable fashion-related jurisprudence. For example, in Lucasfilm v Ainsworth [2011] UKSC 39, the Supreme Court held that replica Stormtrooper helmets did not qualify as “sculptures” for copyright purposes, underscoring the high threshold for protection in functional items, including garments and accessories.

In the sphere of design rights, Magmatic v PMS International [2016] UKSC 12 (“Trunki”) confirmed that certain design representations define the scope of a registered design monopoly, highlighting that the type and presentation of design images (including colour contrast) are critical to the breadth of protection available.

In trade mark law, L’Oreal v Bellure [2010] EWCA Civ 535 confirmed that taking unfair advantage of a mark’s reputation may constitute infringement even without consumer confusion.