The purpose of this paper is to elaborate the governance mechanism of place branding process that ensures the integration of branding into the territory development system. For this purpose, the three-level place branding process structural scheme was formulated and justified, and the existing place branding models have been studied. Then, the theoretical and empirical data on place branding process organization were incorporated into holistic model based on three-level structural scheme. As a result, the conceptual model of place branding governance mechanism has been elaborated. The model reflects three levels of place branding organization: the level of brand as a dynamic system of associations related to the territory, the level of branding as the process of territorial brand creation, and the level of branding as a tool of territory development. The model is described in two versions: the basic version, which reflects place branding as a process coordinated by regional administrations, and the extended version, which describes place branding as a co-creation process by independently acting stakeholders. The originality of the proposed model is that it describes in detail the governance of place branding process, which is currently an understudied aspect in the modern literature. The proposed model also consolidates into a holistic system three levels of place branding process, which are usually studied separately.The model could be used in practical cases of place branding implementation for designing a brand management system and serve as a basis for further elaboration of place branding theory.