From 1 April 2026, trademark licensing in Vietnam has undergone a fundamental change: a trademark license agreement is no longer required to be registered with the Intellectual Property Office of Vietnam (IP Vietnam) in order to be legally effective against third parties. This is a new rule under Law No. 131/2025/QH15 amending the Law on Intellectual Property, consolidated in 67/VBHN-VPQH. Businesses operating brand-licensing models should update their practice now.
1. The new Article 148.3, effective 1 April 2026
Under Clause 52, Article 1 of Law 131/2025/QH15 (effective 1 April 2026), Clause 3 of Article 148 of the IP Law now provides that contracts for the use of industrial property objects — except contracts for the use of trademarks — must be registered with the competent state authority to have legal effect against third parties.
The direct consequences:
- A trademark license agreement takes effect in accordance with the parties’ agreement (Article 148.2), regardless of whether it is registered with IP Vietnam.
- The old rule — mandatory registration for the contract to be effective against third parties — no longer applies to trademarks. It still applies to other industrial property objects (patents, industrial designs, layout designs, etc.).
- The Government regulates the dossier for registering contracts for the use of industrial property objects under Article 150 (as amended by Law 131/2025), implemented by Decree 100/2026/ND-CP and Circular 10/2026/TT-BKHCN (both effective 1 April 2026; forms amended by Circular 20/2026 from 1 July 2026) — applicable to the remaining objects, not trademarks.
2. What must a trademark license agreement still contain?
The removal of the mandatory registration requirement does not mean the contract can be drafted casually. Under Articles 141–144 of the IP Law (67/VBHN-VPQH), a trademark license agreement must:
- Be in writing (Article 141);
- Clearly state the license type: exclusive, non-exclusive or sub-license (Articles 142–143) — an exclusive license means the licensor may not grant further licenses to third parties within the licensed scope;
- Contain all principal contents required by Article 144 (the parties, the object, scope, term, royalties, rights and obligations);
- Comply with prohibitions: clauses violating legal prohibitions are automatically void (Article 144);
- For trademarks specifically: the licensee must indicate on the goods or their packaging that the goods are manufactured under a trademark license agreement (Article 142.4).
3. Voluntary registration: is it still worth doing?
Although no longer mandatory, registering a trademark license agreement — where accepted by the competent authority — can still have practical value:
- Transparency: the licensing relationship is publicly recorded, making verification easier for partners, banks or authorities;
- Evidentiary convenience: in disputes or infringement actions, a registered record is a quick basis for proving lawful use.
A mandatory principle in the new context: any registration must be clearly stated as voluntary, not a condition of the contract’s validity. A word of caution: the specific mechanism for accepting voluntary registrations has not yet been fully verified — businesses should contact IP Vietnam directly for guidance before proceeding.
4. Licensing vs. assignment: do not confuse them
This is the most common confusion, and the legal consequences are entirely different:
- Licensing = transfer of the right to use the trademark; the owner keeps ownership. No mandatory registration from 1 April 2026.
- Assignment = transfer of ownership (change of the certificate holder). An assignment contract takes effect only when registered with the competent state industrial property authority (Article 148.1) — this is a condition of validity, not merely a matter of effect against third parties.
Confusing the two may lead to the mistaken belief that “signing the contract means owning the trademark”, while in reality the assignee does not become the certificate holder until registration is completed.
5. Practical recommendations
- Always put the license agreement in writing, with all principal contents under Article 144;
- Clearly agree on scope, term, territory and license type (exclusive or non-exclusive);
- Review prohibited clauses before signing to avoid automatically void terms;
- Consider voluntary registration for greater transparency and easier proof in disputes;
- If the transaction is in substance a transfer of ownership, complete the assignment registration with IP Vietnam — do not rely on the licensing mechanism.
6. Frequently asked questions
What about license agreements registered before 1 April 2026?
The transitional treatment of contracts registered before Law 131/2025 took effect must be checked against the specific guiding documents; do not assume — seek legal advice for each case.
Without registration, are third parties bound?
From 1 April 2026, a trademark license agreement takes effect according to the parties’ agreement. In disputes, a valid contract is the basis for proving the licensee’s lawful right of use.
Does the new rule apply to sub-licenses?
Yes. A sub-license is one of the forms of industrial property use contracts under Articles 141–143, and the same validity principle applies.
Must a trademark license agreement be notarized?
No. The IP Law only requires the contract to be in writing; notarization or certification is not mandatory.
Sources
- Law on Intellectual Property, consolidated document 67/VBHN-VPQH: Articles 141–144, Article 148.2, Article 148.3 (as amended by Law 131/2025), Article 150;
- Law 131/2025/QH15 amending the Law on Intellectual Property — effective 1 April 2026;
- Decree 100/2026/ND-CP — effective 1 April 2026;
- Circular 10/2026/TT-BKHCN — effective 1 April 2026 (forms amended by Circular 20/2026 from 1 July 2026).
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- Trademark Assignment in Vietnam: Re-Registration at IP Vietnam and Conditions of Validity
- Geographical Indications in Vietnam: State Registration Right, Indefinite Validity and Scope of Protection
- New Plant Variety Protection in Vietnam: Filing with the Department of Crop Production — Conditions and Term
- Semiconductor Layout-Design Protection in Vietnam: Conditions, Term and Registration Procedure
For reference only; not legal advice. This content was drafted by AI and will be quality-checked by the AI Legal Council of FLAT Law Firm before publication review; it is not legal advice from a human lawyer. Regulations may change; please check the current legal texts before relying on this information.
Need a trademark license agreement drafted or reviewed under the new rules? Contact FLAT Law Firm for advice.
