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Copyright Assignment in Vietnam: Contract Contents and Procedures

7 min readFLAT LAW FIRM
Fountain pen writing on vintage paper — copyright assignment

A company buys out software copyright from a team of developers, a publisher acquires exploitation rights in a literary work, a studio receives assignment of rights in a film — all are copyright assignments: transfers of ownership, entirely different from time-limited “licensing”. What must an assignment contract contain, is registration mandatory for validity, and what procedures follow assignment? This article summarizes the rules under Vietnam’s Law on Intellectual Property (consolidated document 67/VBHN-VPQH, in force) and Decree 17/2023/ND-CP.

Short answer

  • Nature (Article 45(1)): assignment of copyright/related rights is the owner’s transfer of ownership of the rights in Article 19(3) (right of publication), Article 20 (economic rights), Article 29(3), Article 30, and Article 31 to another organization or individual under a contract or as provided by law.
  • 5 mandatory contents (Article 46(1)): full names and addresses of both parties; grounds for assignment; price and payment method; rights and obligations of the parties; liability for breach. The contract must be in writing.
  • No mandatory registration for inter partes validity: current IP law does not require “assignment contracts to be registered to take effect” — validity follows the Civil Code (Article 46(2)).
  • But the Certificate should be re-issued: change of owner → re-issuance of the Certificate (Article 55(1a)); procedure under Article 41 of Decree 17/2023 — 13 working days for review, 12 working days for re-issuance.
  • Hard limit (Article 45(2)): authors may not assign moral rights, except the right of publication.

What can be assigned — and what cannot

Scope of assignment (Article 45(1))

The assignee becomes the copyright owner (Article 41(1)) of: the right of publication (Article 19(3)), economic rights (Article 20 — reproduction, distribution, performance, broadcasting…), and the corresponding related rights (Article 29(3), Article 30, Article 31).

Moral rights are not assignable (Article 45(2))

Authors may not assign the moral rights in Article 19, except the right of publication. Performers may not assign the moral rights in Article 29(2). Consequence: a clause “assigning all copyright including moral rights” is void as to the moral-rights portion.

Co-owners (Article 45(3))

Assignment requires the agreement of all co-owners; if the subject matter has separable parts capable of independent use, each owner may assign their own part.

The 5 mandatory contract contents (Article 46(1))

  1. a) Full names and addresses of the assignor and the assignee;
  2. b) Grounds for the assignment;
  3. c) Price and payment method;
  4. d) Rights and obligations of the parties;
  5. e) Liability for breach of contract.

Performance, amendment, termination, and cancellation of the contract follow the Civil Code (Article 46(2)).

Distinguishing use-licenses (Articles 47, 48)

A license permits another organization or individual to use for a limited time one, some, or all of the rights — without transferring ownership (Article 47(1)). A use contract is also in writing and contains 6 contents — the 5 above plus “scope of the transferred rights” (Article 48(1)(c)). In short: assignment = outright sale of ownership; license = time-limited permission to use.

Must the contract be registered to take effect?

No. Current IP law has no provision requiring assignment contracts to be registered to take effect between the parties — Article 46 only requires written form + mandatory contents; validity and performance follow the Civil Code. (Some older materials predating the 2022 amendments interpreted “takes effect upon registration” — no longer correct under the current instruments.)

But after assignment, the Certificate should be re-issued, because:

  • Article 55(1a): where a change of owner of copyright/related rights is requested → the competent state authority re-issues the Certificate;
  • Article 49(3): an organization or individual granted a Certificate is not obliged to prove that copyright/related rights belong to them in a dispute — a Certificate in the new owner’s name is an evidentiary advantage.

Practical recommendation: assignment contracts should be notarized/certified — not a validity condition under IP law, but “documents proving ownership derived from transfer” at registration (Article 39(1)(d) of Decree 17/2023 requires assignment/gift/sale/capital-contribution contracts to be notarized or certified).

Do not confuse with industrial property: assignment of industrial property rights (patents/trademarks) must be registered at the Intellectual Property Office to take effect against third parties (Articles 148–149) — two completely different regimes.

Procedure to re-issue the Certificate after assignment

  • Basis: Article 41 of Decree 17/2023/ND-CP (re-issuance) + Article 55(1a) of the IP Law (change of owner → re-issuance).
  • Where to file: the Department of Cultural Industry and Copyright (new name from 30 September 2026; do not use the old name “Copyright Office of Vietnam”); file in person / by post / online.
  • Dossier (Article 41 of Decree 17/2023): re-issuance declaration (Form No. 12, Circular 08/2026/TT-BVHTTDL); 02 copies of the work; authorization letter (if any); the original Certificate plus stamped copies of the work bearing the Certificate number; ID/enterprise documents of the parties; consent of co-owners (if any).
  • Timeline: 13 working days for review (Decree 116/2026, effective 8 April 2026); 12 working days for re-issuance once the dossier is valid (Decree 17/2023).
  • Fees: payable as prescribed (Article 49(4) of the IP Law).

Business risks to note

  • The “assignment of all copyright” trap: if the contract purports to assign moral rights too (right of attribution, integrity of the work…), that portion is void under Article 45(2).
  • Buying software/works without re-issuing the Certificate: in a dispute, the buyer struggles to prove ownership — the Certificate still names the old owner. Re-issue promptly after assignment.
  • Confusing assignment with licensing: a “10-year exclusive use” contract does not make the licensee the owner — the distinction decides who may sue for infringement and who gets the re-issued Certificate.
  • Effect against third parties of an unregistered copyright assignment is a legal gap (the law is not as explicit as for industrial property) — present cautiously: “should register” rather than “must register”.

Frequently asked questions

Must a copyright assignment contract be notarized?
Not required for inter partes validity (IP law only requires written form). But notarization/certification is advisable because Article 39(1)(d) of Decree 17/2023 requires transfer contracts to be notarized or certified at registration.

Must copyright assignment be registered to take effect?
Not mandatory for effect between the parties. However, the Certificate should be re-issued in the new owner’s name for the evidentiary advantage under Article 49(3).

Can an author sell the right to be named as author?
No. Moral rights (except the right of publication) are not assignable under Article 45(2).

Are trademark assignment and copyright assignment the same?
No. Industrial property assignments (trademarks, patents) must be registered at the Intellectual Property Office to take effect against third parties (Articles 148–149); copyright assignment needs no registration for inter partes validity.

Sources

  • Law on Intellectual Property — consolidated document 67/VBHN-VPQH (issued 23 March 2026, consolidating up to Law 131/2025/QH15, effective 1 April 2026): Articles 41(1), 45(1),(2),(3), 46(1),(2), 47(1), 48(1), 49(3), 49(4), 55(1a), 148–149; in force.
  • Decree 17/2023/ND-CP (26 April 2023): in force; amended by Decree 116/2026/ND-CP (effective 8 April 2026) and Decree 134/2026/ND-CP (effective 9 April 2026) — not touching Article 41: Articles 39(1)(d), 41.
  • Circular 08/2026/TT-BVHTTDL: Form No. 12 (declaration for re-issuance of copyright Certificate).
  • Decision 2558/QD-BVHTTDL (30 September 2026): new name Department of Cultural Industry and Copyright.

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The information in this article is general reference only, based on the laws in force at the time of writing (14 October 2026), and is not legal advice for any specific matter.

Transparency note: This article was drafted by FLAT Law Firm’s AI content production system based on the cited legal instruments. It has not been reviewed by a human lawyer.