IP Preparation for Tech Startups Raising Foreign Capital in Vietnam

When a tech startup prepares to raise capital from foreign investors, due diligence always scrutinizes one thing: the intellectual property ownership chain. Technology with unclear ownership, a patent that lost novelty through a public pitch, a trademark never registered and filed first by a competitor — each gap can zero out valuation or drive investors away. Below is the legal checklist startups must complete before pitching.

1. File IP applications before public pitching — the order cannot be reversed

Demo Days, public pitches, and PR articles describing the technology in detail all count as public disclosure — and under Article 60.1 of the IP Law (Consolidated Document 67/VBHN-VPQH 2026), an invention loses novelty if publicly disclosed (used, described in writing, in any form, domestically or abroad) before the filing date (or priority date). Consequence: most countries have no grace period like Vietnam’s, so one public disclosure can permanently kill foreign patent filing.

The 12-month lifeline (Article 60.3): if disclosure already happened, the invention keeps its novelty if the discloser is the person entitled to register (Article 86), provided the application is filed in Vietnam within 12 months of disclosure (the 12-month rule dates from Law 42/2019/QH14, effective 1 November 2019; Law 131/2025 did not amend Article 60). But note three limits: (a) it only saves the invention in Vietnam; (b) the burden of proving “who disclosed” is yours; (c) foreign filing is lost. This is a remedy, not a strategy.

For industrial designs, the grace period is only 6 months (Article 65.4) — do not confuse it with the patent’s 12 months.

2. NDAs are mandatory, not a formality

Sharing technology with investors under an NDA (limited recipients + confidentiality obligation) is not public disclosure — Article 60.2 IP Law. At the same time, NDAs plus internal confidentiality measures evidence “taking confidentiality measures” — the condition for establishing rights in trade secrets (Article 6.3(c); trade secret defined in Article 4.23: information from financial/intellectual investment, undisclosed, usable in business). Every pitch meeting and every document sent to investors must be covered by a signed NDA first.

3. Lock the IP ownership chain before the funding round

Investors will ask: who owns this technology? The legal basis:

Article 86.1(b): an organization/individual that invests funds and material facilities for the author in the form of assigning or hiring work (unless otherwise agreed) holds the right to register the invention/industrial design — i.e., IP created by employees within their job scope belongs to the company for registration. If employment contracts lack IP clauses, add assignment agreements immediately.
Article 86.2: co-creation/co-investment → all must agree before registration — co-founders need a clear agreement from day one.
Article 86.3: the registration right is transferred by written contract — founders sign contracts transferring IP registration/ownership rights to the company.
Article 39: software copyright — the organization assigning the task/contracting is the owner of economic rights, unless otherwise agreed. Review all contracts with developers, freelancers and outsourcing agencies.

4. Register early the cheap and fast items

Trademarks for product names/logos (Article 87; certificate valid 10 years, renewable indefinitely — Article 93.6): registration follows the first-to-file principle (Article 90 — whoever files first gets the certificate). Don’t wait for funding — a competitor filing first means losing the mark.
Software copyright registration with the Copyright Office: fast procedure, strong evidence of creation date and ownership.

Note: pure software/algorithm patents are hard to obtain in Vietnam (requires a technical solution — Article 4.12; Article 59 exclusions). Tech startups should combine: software copyright (arises automatically — Article 6.1) + trade secrets + patents for hardware/technical processes.

5. Filing abroad: check security control

Article 89a IP Law: inventions on the state-secret list for national defense/security, created in Vietnam, registrable by Vietnamese citizens/organizations → may only be filed abroad after permission from the Ministry of National Defence or the Ministry of Public Security. Dual-use tech startups (civilian + defense/security) must check this before PCT or foreign filings.

6. Transferring IP to foreign investors and capital-contribution valuation

Foreign investors often require IP to be transferred to the offshore parent — Vietnamese law does not prohibit this. The only exception: inventions/industrial designs/layout designs resulting from state-budget-funded scientific tasks may only be transferred to organizations established under Vietnamese law or Vietnamese citizens permanently residing in Vietnam (Article 1.55 of Law 07/2022/QH15).

Valuation for capital contribution: IP rights, technology and know-how are valid capital-contribution assets (Article 34 of the 2020 Enterprise Law, as amended); non-cash/non-gold/non-forex contribution assets must be valued in VND by the founding members/shareholders or a valuation organization (Article 36). Foreign investors will audit the IP ownership chain — unclear IP = valuation-at-zero risk.

On foreign fundraising procedures: foreign investors’ capital contribution/share purchase follows the Investment Law 143/2025/QH15 (effective 1 March 2026, fully replacing Investment Law 61/2020) and Decree 96/2026/ND-CP (effective 31 March 2026).

Applicable legal framework

IP Law — Consolidated Document 67/VBHN-VPQH (23 March 2026), including Law 131/2025/QH15 (effective 1 April 2026): Articles 4.12, 4.23, 6.1, 6.3(c), 39, 59, 60, 61.2, 65.4, 86, 87, 89a, 90, 93.
Decree 65/2023/ND-CP (amended by Decrees 15/2026, 33/2026, 100/2026/ND-CP) + Circular 10/2026/TT-BKHCN — industrial property registration procedures.
Enterprise Law 2020 (as amended): Articles 34, 36.
Investment Law 143/2025/QH15 (effective 1 March 2026) + Decree 96/2026/ND-CP (effective 31 March 2026).

Risks and recommendations

The golden order: NDA → file IP → then pitch publicly. Reversing it kills IP.
Review all employment/contractor agreements before the round: add missing IP assignment clauses; sign co-ownership agreements among founders.
Register trademarks + software copyright from day one — low cost, high evidentiary value.
Use a valuation organization when contributing IP as capital — avoid disputes over valuation with business registration and tax authorities.

FAQ

Does pitching at a Demo Day destroy patent novelty?

Yes — a public pitch describing the technology is public disclosure (Article 60.1), destroying novelty. Only the 12-month lifeline for filing in Vietnam remains (Article 60.3), and foreign filing is lost in most countries.

Who owns code written by a freelancer?

It depends on the contract. Under an assignment/hiring arrangement with no contrary agreement, the registration right belongs to the assigning party (Article 86.1(b)); software economic rights belong to the task-assigning party (Article 39). If the contract is silent, sign a supplementary written assignment.

Can a startup transfer its patent to an offshore parent?

Yes — the law does not prohibit it, except for inventions resulting from state-budget-funded scientific tasks (domestic transfer only).

References

Intellectual Property Law — Consolidated Document 67/VBHN-VPQH (23 March 2026): Articles 4.12, 4.23, 6.1, 6.3(c), 39, 59, 60, 61.2, 65.4, 86, 87, 89a, 90, 93.
Decree 65/2023/ND-CP (2026 amendments) + Circular 10/2026/TT-BKHCN.
Enterprise Law 2020 (as amended): Articles 34, 36.
Investment Law 143/2025/QH15 + Decree 96/2026/ND-CP.
Law 07/2022/QH15: Article 1.55.

Contact us

If your startup is preparing to raise capital and needs an IP ownership audit, IP filings or NDA drafting, contact us.

This article is for general reference only and does not replace legal advice for any specific case.

Content quality-reviewed by the AI Legal Council; not reviewed by a human lawyer.