Assigning patent ownership (an outright sale of rights) and licensing a patent (authorizing use) are two fundamentally different transactions in terms of legal effect — and this is where businesses most often get confused. This article guides you through registering an assignment contract with the Intellectual Property Office of Vietnam, and draws a hard line between the two regimes to avoid the risk of an ineffective contract.
1. Hard comparison: assignment vs license
| Criterion | Assignment of IP rights | Patent license | Trademark license |
|---|---|---|---|
| Nature | Full transfer of ownership | Authorization to use; ownership retained | Authorization to use a mark |
| Validity condition | Effective only upon registration (Article 148.1) | Effective as agreed (Art. 148.2); registration needed for effect against third parties (Art. 148.3) | Voluntary registration from 1 April 2026 |
| If not registered | The contract has no legal effect | Valid between the parties, but not opposable to third parties | Still valid |
2. The validity condition: “effective only upon registration”
Article 148.1 of Consolidated Document 67/VBHN-VPQH is explicit: a contract for the assignment of industrial property rights is “effective only when it has been registered” with the state industrial property authority. This is a condition of validity — a far stronger requirement than “registration for opposability to third parties”. In other words: sign a patent assignment contract without registering it, and the contract has no legal effect; the assignee is not yet the lawful owner. This rule must not be watered down to a mere “recommendation to register”.
3. Dossier for registering the assignment contract
The dossier for registering a patent assignment contract is filed with the Intellectual Property Office of Vietnam under Circular 10/2026/TT-BKHCN, and includes:
- The declaration for registration of an industrial property assignment contract (per the Circular 10/2026/TT-BKHCN form);
- The original or a certified copy of the assignment contract (in Vietnamese; contracts in other languages must be translated);
- A copy of the patent protection title or documents proving the assignor’s rights;
- A power of attorney (if filed through an IP representative);
- Proof of payment of the assignment registration fees and charges.
4. Procedure at the IP Office
Step 1 — Filing: in person, by post or online with the IP Office. Step 2 — Formality examination: the Office checks the dossier’s completeness and validity, requesting supplements if needed. Step 3 — Recordal and publication: a valid dossier is recorded in the National Register of industrial property transfers and published in the Industrial Property Official Gazette. Step 4 — Effect: the assignment contract takes effect from the moment of registration.
5. Notes on taxes, fees and contract terms
- Taxes: income from IP assignment may trigger income tax obligations (for domestic and foreign enterprises/individuals alike); consult a tax specialist before finalizing the assignment price.
- Fees: payable per the IP Office’s fee schedule for assignment registration.
- Essential contract terms: the assigned subject matter (title number), price and payment method, scope of transferred rights, the assignor’s warranties on the legitimacy of the rights, and liability if the title is terminated or invalidated.
Legal note: This article is for reference only and is not legal advice for any specific matter. Laws and regulations may change; consult the current legal texts or a lawyer before acting.
Transparency: This content was produced and quality-checked by FLAT Law Firm’s AI Legal Council under internal procedures; it has not been reviewed by a human lawyer.