Technology Transfer to a Vietnamese Subsidiary: Contract Registration Steps

A foreign parent company transferring technology — technical know-how, production processes, software — to its Vietnamese subsidiary is routine for multinational groups. What many businesses overlook: this is a technology transfer from abroad into Vietnam and registration is mandatory under current law. This article explains the contract registration procedure for parent–subsidiary technology transfers.

The new framework: Law 115/2025 and Decree 101/2026

Vietnam’s technology-transfer framework has just been comprehensively renewed:

Law 115/2025/QH15 (passed 10/12/2025, effective 01/4/2026) amends the Law on Technology Transfer 07/2017/QH14. Consolidated document: 138/2026/VBHN-LQ-VPQH.
Decree 101/2026/ND-CP (issued 31/3/2026, effective 01/4/2026) guides implementation of the Law on Technology Transfer, replacing Decree 76/2018/ND-CP.

Do not cite Decree 76/2018 as current law — all procedures and competences below follow Law 115/2025 and Decree 101/2026.

Which cases require mandatory registration?

Article 31 of the Law on Technology Transfer (as amended by Law 115/2025) requires mandatory registration for:

Technology transfers using state capital;
Technology transfers from abroad into Vietnam;
Technology transfers from Vietnam abroad.

Other cases may be registered voluntarily. A foreign parent transferring technology to its Vietnamese subsidiary therefore falls squarely under case (ii) — mandatory registration, regardless of whether the technology is on any restricted list.

Where to register? Competence to issue the certificate

Article 21 of Decree 101/2026/ND-CP allocates competence to issue technology-transfer registration certificates:

Ministry of Science and Technology: for transfers under projects decided by the National Assembly/the Prime Minister/central ministries and agencies; and technology transfers from abroad into Vietnam and from Vietnam abroad;
Provincial-level science-and-technology line agencies under the Provincial People’s Committee: remaining cases, plus voluntary registrations.

Accordingly, a technology-transfer contract from a foreign parent to its Vietnamese subsidiary is registered with the Ministry of Science and Technology, resulting in a Technology Transfer Registration Certificate.

What does the authority review in the dossier?

Under Article 20 of Decree 101/2026, the competent authority reviews: completeness and validity of the dossier; conformity with Article 23 of the Law on Technology Transfer; and cross-checking against the Lists of technologies encouraged, restricted, or prohibited from transfer (Appendices I, II, III of the Decree). Businesses should pre-screen whether the technology falls on a restricted/prohibited list to prepare accordingly.

Distinguish: technology-transfer registration vs. technology-transfer license

These are different procedures and should not be confused:

Technology-transfer registration (the procedure discussed here): recording of the transfer contract — mandatory for transfers from abroad into Vietnam, resulting in a registration certificate.
Technology-transfer license: required only where the technology is on the List of technologies restricted from transfer — issued under provincial People’s Committee competence.

In other words, every foreign-parent-to-Vietnamese-subsidiary contract must be registered; the “license” is an additional layer applying only to restricted technologies.

Transitional provisions

Technology-transfer agreements signed before 01/4/2026 continue to be performed as agreed. However, amendments, supplements, or extensions of those agreements made after 01/4/2026 must follow the new rules of Law 115/2025 and Decree 101/2026. Businesses with ongoing transfer contracts should review them for timely compliance upon amendment or extension.

Practical recommendations

Characterize the transaction correctly: foreign parent → Vietnamese subsidiary = transfer from abroad into Vietnam → mandatory registration with the Ministry of Science and Technology.
Pre-screen the technology lists (encouraged/restricted/prohibited) before signing to determine whether a license procedure is also needed.
Prepare a complete, robust contract: contract contents must conform to Article 23 of the Technology Transfer Law — one of the items the registering authority reviews.
Mind related-party issues: parent–subsidiary technology transfers also raise transfer-pricing tax questions — coordinate with tax/accounting teams, though this is outside this article’s scope.
Review legacy contracts: agreements signed before 01/4/2026 follow the new rules when amended or extended after that date.

Frequently asked questions

Must a parent’s transfer to its wholly-owned subsidiary be registered?

Yes. The mandatory-registration trigger is “technology transfer from abroad into Vietnam” (Article 31 of the Technology Transfer Law), with no exemption for intra-group transactions or 100% ownership.

Can I register at the provincial Department of Science and Technology?

No, for transfers from abroad into Vietnam. Competence lies with the Ministry of Science and Technology (Article 21 of Decree 101/2026). Provincial line agencies handle only the remaining cases and voluntary registrations.

Is an unregistered contract void?

Current law imposes a mandatory registration duty, but the specific sanctions and legal consequences of non-registration need careful checking against guidance documents and practice — it should not be mechanically asserted that “the contract is void.” Businesses should register to avoid risk.

Our contract was signed in 2024 and we now want to extend it — which law applies?

Agreements signed before 01/4/2026 continue in effect; but extensions after 01/4/2026 must comply with Law 115/2025 and Decree 101/2026.

Legal references

Law on Technology Transfer 07/2017/QH14, amended by Law 115/2025/QH15 (passed 10/12/2025, effective 01/4/2026); consolidated document 138/2026/VBHN-LQ-VPQH — Article 31.
Decree 101/2026/ND-CP (issued 31/3/2026, effective 01/4/2026) — replacing Decree 76/2018/ND-CP; Articles 20 and 21.