Co-Owned Patents in Vietnam (Multiple Owners): Exercising Rights and Assignment usually arises against the background where a joint R&D project between the Vietnamese company and a partner produces a patent in two owners’ names, and the moment a third party seeks a licence the question of who may decide becomes urgent.
Rather than a generic overview, the content below follows co-owned patents with multiple owners across four layers: the governing instruments, their application to a real file, an implementation sequence that does not get sent back, and answers to the questions clients ask most about co-owned patents with multiple owners.
The legal framework governing co-owned patents with multiple owners
Transfers of industrial property rights are regulated in Articles 138 to 149 of the Law on Intellectual Property, under which an assignment contract must be made in writing and registered with the state IP authority to take effect in the cases prescribed by law, and this rule governs co-owned patents with multiple owners at the point that each co-owner may exploit the patent itself, but licensing a third party or assigning the whole right requires the consent of all co-owners under the Law on Intellectual Property unless otherwise agreed, while a co-owner transferring only its own share gives the others a statutory pre-emptive purchase right within the prescribed period When preparing the file for co-owned patents with multiple owners, the company should test this point against the issue of what rights does each party have in a co-owned patent from the outset, because waiting for the receiving authority to request supplements usually delays co-owned patents with multiple owners by weeks against plan.
The Law on Intellectual Property No. 50/2005/QH11 (as amended in 2009, 2019, 2022 and by Law 131/2025/QH15) together with Decree 65/2023/ND-CP is the framework for establishing and enforcing rights in co-owned patents with multiple owners, and within it the principle to hold is that a joint R&D project between the Vietnamese company and a partner produces a patent in two owners’ names, and the moment a third party seeks a licence the question of who may decide becomes urgent In the practical handling of co-owned patents with multiple owners, this detail is where files are most often sent back, because companies prepare the part on how many co-owners must agree to license a co-owned patent from the experience of a previous deal while the licence conditions of the current case have already changed.
The Civil Code No. 91/2015/QH13 protects freedom of commitment and agreement (Article 3) and regulates breach penalties (Article 418) and damages for breach of contract (Article 419), and these provisions are the legal footing of co-owned patents with multiple owners where a joint R&D agreement silent on co-ownership decision-making lets even a small-share partner block a licence deal the majority wants, and this kind of dispute usually surfaces only once pricing talks have begun One practice point to remember about co-owned patents with multiple owners is that every document signed around the issue of when transferring one’s own share, does the other co-owner have a pre-emptive right must be consistent with the particulars registered at the business and investment registries, because a single small discrepancy can stall the next step of co-owned patents with multiple owners.
Analysing the questions investors ask around co-owned patents with multiple owners
On the question of what rights does each party have in a co-owned patent, what the investor needs is a conclusion immediately applicable to co-owned patents with multiple owners rather than a general principle, and that conclusion must rest on the original instruments in force, not on oral summaries passed between project teams. Answering the question of how many co-owners must agree to license a co-owned patent correctly starts from the company’s own registration documents in co-owned patents with multiple owners, because the same question put to two different registration files receives two different procedural answers.
The question of when transferring one’s own share, does the other co-owner have a pre-emptive right is where the hidden cost of co-owned patents with multiple owners usually sits, because handling it superficially spawns another round of registration amendments and explanations that no project team budgeted for at the start. Analysing the question of how are co-ownership patent disputes resolved requires separating what the law states clearly from what still depends on the local handling authority’s practice, because mixing the two is the source of most wrong decisions around co-owned patents with multiple owners.
Advisory practice shows co-owned patents with multiple owners usually fails not at a big step but at one small postponed detail, and that detail almost always belongs to the group of issues the question of when transferring one’s own share, does the other co-owner have a pre-emptive right touches.
A safe implementation sequence for co-owned patents with multiple owners
- Delimit the whole foundation file of co-owned patents with multiple owners: original contracts, licences, internal minutes and obligations not yet closed, marking which documents lack signatures, lack registration or have expired.
- Identify the competent authority for each workstream of co-owned patents with multiple owners and build a dependency schedule, which item must finish before which, instead of filing everything at once and being sent back piecemeal.
- Turn the questions clients stumble on most around co-owned patents with multiple owners, especially when transferring one’s own share, does the other co-owner have a pre-emptive right, into a decision list to be locked by resolution or written agreement before the implementation date.
- Complete the registration changes that co-owned patents with multiple owners drags with it, cross-checking particulars across the business registry, investment authority, tax authority and bank so no discrepancy remains in name, address or representative.
- Close the co-owned patents with multiple owners file with a handover list stating what is done, what is still open and who owns each open item, avoiding an organisation-wide assumption that everything ended while one obligation stays live.
Risks to anticipate in co-owned patents with multiple owners
The most distinctive risk of co-owned patents with multiple owners lies in the following point. A joint R&D agreement silent on co-ownership decision-making lets even a small-share partner block a licence deal the majority wants, and this kind of dispute usually surfaces only once pricing talks have begun. The second risk of co-owned patents with multiple owners rarely sits in the documents the parties sign with each other but in the state obligations running underneath in parallel, such as tax finalisation, the labour plan or licence adjustments, and it is that layer that returns as back-tax or penalties after co-owned patents with multiple owners has closed. A third risk attached to co-owned patents with multiple owners arises from the issue of how many co-owners must agree to license a co-owned patent: when the parties do not fix the handling in writing beforehand, each reads it in its own favour and the conflict erupts exactly when co-owned patents with multiple owners no longer has a way back.
In short, co-owned patents with multiple owners is only safe when the company handles all three layers together, the legal basis, the supporting file and the registration sequence, instead of optimising one layer and letting the other two become the bottleneck at completion. Before starting on co-owned patents with multiple owners, the investor should require a written mapping of the intended plan against the legal instruments in force on the implementation date, because that mapping is the document that best protects the company when regulators or partners ask questions later.
Frequently asked questions: co-owned patents with multiple owners
What rights does each party have in a co-owned patent?
On the question of what rights does each party have in a co-owned patent, practice in Vietnam shows the outcome of co-owned patents with multiple owners depends more on the quality of preparation before filing than on filing speed, because a file consistent across the relevant authorities is rarely sent back for amendment. More specifically, each co-owner may exploit the patent itself, but licensing a third party or assigning the whole right requires the consent of all co-owners under the Law on Intellectual Property unless otherwise agreed, while a co-owner transferring only its own share gives the others a statutory pre-emptive purchase right within the prescribed period.
How many co-owners must agree to license a co-owned patent?
The question of how many co-owners must agree to license a co-owned patent must be answered against the specific position of co-owned patents with multiple owners: the company should check its charter, licences and compliance history together before choosing an option, rather than deciding on a single factor. More specifically, a joint R&D project between the Vietnamese company and a partner produces a patent in two owners’ names, and the moment a third party seeks a licence the question of who may decide becomes urgent.
When transferring one’s own share, does the other co-owner have a pre-emptive right?
For the question of when transferring one’s own share, does the other co-owner have a pre-emptive right, the safe principle for co-owned patents with multiple owners is not to commit towards a third party before the legal basis and the handling plan are locked in writing, because an oral commitment is worth almost nothing once a dispute arises. More specifically, a joint R&D agreement silent on co-ownership decision-making lets even a small-share partner block a licence deal the majority wants, and this kind of dispute usually surfaces only once pricing talks have begun.
How are co-ownership patent disputes resolved?
On the question of how are co-ownership patent disputes resolved, the first thing to clarify for co-owned patents with multiple owners is whether it belongs to the basis layer, the file layer or the sequence layer, because each layer needs a different kind of evidence to answer and carries a different risk if answered wrongly. More specifically, procedurally, the company must close out the whole file chain of co-owned patents with multiple owners, from the written agreement and registration with the competent authority to document retention, because a single missing link is enough to have the entire plan sent back to the start.
This article has been quality-reviewed by the FLAW AI Legal Council