“A parent company transfers technology to its Vietnamese subsidiary — after signing the contract, must it be registered with a state authority?” Most FDI enterprises face this question, and the answer is not always yes. The law specifies three mandatory cases; the rest are merely encouraged.
1. Three mandatory registration cases (Article 31, 2017 Technology Transfer Law)
Under clause 1, Article 31 of the Law on Technology Transfer 2017 (07/2017/QH14), technology transfer contracts in the following cases must be registered with the state science and technology authority:
| Case | Typical example |
|---|---|
| (a) Transfer from abroad into Vietnam | A foreign parent (Chinese, Korean, Japanese) transfers production lines or know-how to its Vietnamese subsidiary |
| (b) Transfer from Vietnam abroad | A Vietnamese enterprise transfers technology to a foreign partner |
| (c) Domestic transfer using state capital/budget | Except where a certificate of S&T task results registration was already granted |
Exception: restricted technologies already granted a technology transfer license need no further registration.
Bottom line for FDI enterprises: most “parent-to-subsidiary” transfers fall under case (a) and are therefore mandatorily registrable.
2. What if none of the three cases applies?
Clause 2, Article 31 provides that the State encourages voluntary registration of contracts outside the mandatory cases. Voluntary registration gives the contract firmer legal footing in disputes or related procedures (e.g., paying transfer fees abroad).
3. Registration procedure
- Where to file: the state science and technology authority (Ministry or provincial Department of Science and Technology per delegation);
- Basic dossier: registration request; copy of the transfer contract; documents on the transferred technology; legal papers of the parties;
- Result: technology transfer registration certificate.
4. Check prohibited/restricted lists before signing
Before signing, check the lists of prohibited and restricted technologies (Decree 76/2018/ND-CP):
- Prohibited technologies: may not be transferred in any form;
- Restricted technologies: transferable only with a technology transfer license.
5. Practical notes for FDI enterprises
- Register right after signing — do not postpone;
- The contract should cover: technology scope, transfer fees, term, confidentiality, technical support, breach handling;
- Combine with patent/industrial design protection in Vietnam for a complete fence;
- Note tax duties on technology fees paid abroad (contractor tax) — consult a tax specialist.
Prepared by the FLAW AI Legal Council. This content is pending QA Council review before submission for approval.
