A technology company may own no valuable plant or machinery, yet hold two assets that decide its fate: software source code and patents. When investors or founders want to contribute capital using exactly these intangibles, the first question is always where to register and how to make the contribution count. Answering with the wrong authority, or skipping the ownership transfer step, can leave the capital contribution on paper unmatched by real ownership in the receiving company hands.
The Legal Framework You Need
Under the Law on Intellectual Property 50/2005/QH11, most recently amended by Law 131/2025/QH15, the two asset types follow different protection regimes. Copyright in a computer program arises automatically once the work is created and fixed, regardless of registration; registering with the Copyright Office under the Ministry of Culture, Sports and Tourism produces a copyright registration certificate that serves as important ownership evidence. A patent, by contrast, is protected only when the Intellectual Property Office grants a protection title after examination; without that title there is no industrial property right to transfer or contribute.
At the company layer, the Law on Enterprises 59/2020/QH14 permits capital contribution in assets other than cash, and contributed assets must be valued by members or shareholders by consensus or by a professional valuation organisation, with the contributor transferring ownership of the asset to the company. For technology generally, the Law on Technology Transfer, as consolidated following amendment by Law 115/2025/QH15, recognises at Article 8 the right of a lawful technology owner to contribute technology as capital. The practical consequence is that a software or patent contribution always runs on two parallel tracks: the intellectual property track that moves the right, and the corporate track that records the capital.
Applying the Rules to a Real Deal
The standard process starts with establishing and verifying rights: for software, gather ownership evidence such as employment contracts and rights assignment agreements from the programmers to the company, because copyright may initially vest in the individuals who wrote the code. Where needed, register the copyright with the Copyright Office for a certificate. For patents, check the protection title, its maintenance status and annual fees. The parties then value the asset, sign the contribution documents, complete the ownership transfer procedure at the corresponding management authority, and record the charter capital at the business registration office.
Valuing intangibles is the most contestable point. Revenue-generating software can be valued on expected royalty cash flows, while a pre-commercial patent usually rests on recreation cost or comparable transactions, and the approaches can diverge several times over. Because charter capital is recorded at the valued amount, overvaluation creates a top-up liability for the contributor if the asset is really worth less, while undervaluation shortchanges the contributor. Engaging an independent valuation organisation and recording the method and assumptions in the minutes is the only way the figure withstands other shareholders and the tax authority.
Illustrative example: A Singapore investor contributed a logistics optimisation patent portfolio into a Vietnamese joint venture instead of cash. The portfolio included one patent whose annuity had lapsed in the home jurisdiction and another still pending. The parties contributed only the granted, in-force patent after verifying its status with the Intellectual Property Office, valued it on comparable licence deals, and documented the pending application as a future contribution commitment. The clean structure let the venture license the technology to its first customer within two months of incorporation.
Procedure and Documents to Prepare
First: verify and complete the ownership chain: programmer contracts, patent titles and maintenance status. Next: register the software copyright with the Copyright Office if a certificate is needed, and confirm patent titles with the Intellectual Property Office. After that: value the intangible asset through an independent valuation organisation or documented member consensus on method. Then: sign the contribution documents and complete the intellectual property ownership transfer to the receiving company. Finally: record the asset value into charter capital, update the enterprise registration and archive ownership files in company records.
- verify and complete the ownership chain: programmer contracts, patent titles and maintenance status.
- register the software copyright with the Copyright Office if a certificate is needed, and confirm patent titles with the Intellectual Property Office.
- value the intangible asset through an independent valuation organisation or documented member consensus on method.
- sign the contribution documents and complete the intellectual property ownership transfer to the receiving company.
- record the asset value into charter capital, update the enterprise registration and archive ownership files in company records.
Common Risks and How to Prevent Them
The first risk is contributing software whose copyright still belongs to individual programmers, so the company never truly owns its core asset. The second risk is overvaluing intangibles, creating top-up liability and disputes with cash-contributing shareholders. The third risk is a patent that already lapsed for unpaid annuities still being contributed as if it held value. The safeguard is checking rights at the management authority before valuation, using independent appraisal, and recording capital only after the transfer completes.
An intangible asset only becomes real charter capital once ownership has actually transferred and been recorded; before that moment, every valuation figure exists only on paper. Verify the rights status with the administering authority before valuing anything, and record the capital contribution only after the transfer procedure is complete.
Frequently Asked Questions
Which authority should software copyrights and patents contributed as capital be registered with?
The two asset types go to two different authorities. Software copyright sits in the copyright field, administered by the Copyright Office under the Ministry of Culture, Sports and Tourism, which issues copyright registration certificates even though the right arises automatically. Patents sit in industrial property, administered by the Intellectual Property Office, which grants and manages patent protection titles. On contribution, the ownership transfer is processed and recorded at these same authorities, in parallel with recording the capital at the business registration office under the Law on Enterprises 59/2020/QH14.
How are intangible assets valued?
Intangible valuation usually uses three approaches: income, discounting the cash flows the asset is expected to generate; cost, the expense of recreating an equivalent asset; and market, comparing transfers of similar assets. For revenue-earning software the income approach usually reflects value best; for a research-stage patent, cost and market are more realistic. Under the Law on Enterprises 59/2020/QH14, contributed assets must be valued by members or shareholders by consensus or through a professional valuation organisation, and the contributor bears responsibility if the valuation exceeds real value.
Can they be recorded into charter capital?
Yes, intangibles can absolutely be recorded into charter capital, because the Law on Enterprises 59/2020/QH14 allows capital contribution in assets other than cash, provided the asset is lawfully owned by the contributor, valued through the statutory process, and ownership is transferred to the company. Once the transfer completes, a software copyright or patent contribution becomes part of charter capital just like cash, and the contributor becomes a member or shareholder at the ratio matching the valued amount. The decisive point is a complete transfer chain; without it the capital exists only on paper.
