A foreign group wants to contribute to an FDI project in Vietnam not with cash but with a protected patent — the core technology of the production line. Is contributing intellectual property rights as capital lawful, how should it be valued for the investment registration authority to accept, and when is the contribution deemed “fully paid”?
1. IP capital contribution is lawful — with two preconditions
- The contributor must be the lawful owner of the IP right: a protection title still in force, or copyright or trade secrets lawfully established.
- The IP right must be valuable in Vietnamese Dong (Article 35, Enterprise Law: contributed assets include “the value of intellectual property rights”).
2. Valuation — the riskiest step
The principle: founding members/shareholders reach unanimous agreement, or hire a professional valuation organization (Article 37.2, Enterprise Law).
Two layers of risk to remember:
- Layer 1: valuation above actual value → members are jointly liable to contribute the difference (Article 37.3);
- Layer 2: deliberately misvaluing assets is a prohibited act (Article 16.5, Enterprise Law, as amended by Law 76/2025) — subject to administrative sanctions.
For FDI projects: the investment registration authority may require an independent valuation certificate when reviewing the investment capital stated on the IRC — so engage a valuation organization from the outset rather than relying on internal agreement alone.
3. Transferring the right — two procedures
Industrial property rights established by registration (trademarks, patents, industrial designs): the capital contribution contract — in substance a transfer of industrial property rights — must be in writing (Article 138, Intellectual Property Law) and registered at the Intellectual Property Office to take effect (Article 148.1, IP Law, as amended by Law 131/2025/QH15 — consolidated version 67). No registration = no transfer of rights = capital contribution not yet completed.
Automatically established rights (copyright, trade secrets): transfer by handover minutes, no registration required — but a detailed written record is advisable as evidence.
A boundary to note: contributing the mere right to use IP (licensing) does not transfer ownership — see Article 148.3 (for trademarks specifically: registration is required for validity against third parties); meanwhile capital contribution in principle requires transfer of ownership (Article 36, Enterprise Law).
4. Recording capital: when is it “fully paid”?
The valued IP amount is recorded in the charter capital (Enterprise Registration Certificate) and the project’s investment capital (IRC). The key point: “fully paid” is counted at the moment the rights-transfer procedure is completed (registration at the IP Office) — not when the contribution contract is signed.
5. Unclear points — confirm with the competent authority
- Whether the investment registration authority will accept a self-agreed IP value (without independent valuation) — practice is inconsistent, with no specific guidance.
- Whether contributing the “right to use” IP can be recorded as charter capital — the law requires transfer of ownership; no specific guidance exists.
- Accounting treatment of contributed IP value — requires further research; this article draws no conclusions.
Conclusion
Contributing intellectual property to an FDI project is fully lawful if two conditions are met: lawful ownership and valuation in Vietnamese Dong. Valuation is the riskiest step — use an independent valuation organization from the start; transferring registered industrial property rights requires registration at the IP Office; and “fully paid” is counted only when the transfer procedure is complete. For points lacking specific guidance, investors should confirm with the investment registration authority in advance.
Is your company planning to contribute a patent, trademark or technology to an FDI project and in need of a review of valuation and rights-transfer procedures? Contact FLAT Law Firm via the Contact page.
For reference only, not legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.