Can Intellectual Property Rights Be Used as Capital Contributions to Establish an Enterprise? Procedures and Requirements

Short answer: Yes. Clause 1, Article 34 of the Law on Enterprises 2020 lists intellectual property rights among the assets that may be used as capital contributions to establish an enterprise. Intellectual property rights here are understood in accordance with Clause 1, Article 4 of the Consolidated Document No. 11/VBHN-VPQH dated 08 July 2022 of the National Assembly Office (consolidating amendments and supplements, including Law No. 07/2022/QH15).

What are intellectual property rights?

Under Clause 1, Article 4 of the Consolidated Document No. 11/VBHN-VPQH of the Intellectual Property Law:

“Intellectual property rights are the rights of organizations and individuals to intellectual property, including copyright and rights related to copyright, industrial property rights, and rights to plant varieties.”

Accordingly, intellectual assets such as patents, industrial designs, trademarks, copyrights in works, rights to plant varieties, etc., are all within the scope of assets that may be used for capital contributions, provided the contributor meets the requirements below.

Conditions for contributing capital with intellectual property rights

Under Article 34 of the Law on Enterprises 2020 on contributed assets:

“Article 34. Contributed assets

1. Contributed assets are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.

2. Only individuals and organizations that are lawful owners or have lawful use rights to the assets prescribed in Clause 1 of this Article have the right to use such assets for capital contributions in accordance with the law.

3. Contributed assets other than Vietnamese Dong, freely convertible foreign currencies, or gold must be valued by the founding members/shareholders or a valuation organization and expressed in Vietnamese Dong.”

From the above provisions, contributors of intellectual property rights should note the following:

• They must be the lawful owner or have lawful use rights to the intellectual property rights (Clause 2, Article 34). Intellectual property rights of another person or rights under dispute cannot be used for capital contributions.
• The value must be appraised and expressed in Vietnamese Dong: either valued by the founding members/shareholders on a consensus principle or by a valuation organization (Article 36 of the Law on Enterprises 2020). In practice, a valuation agreement should be prepared or a valuation organization engaged from the outset to avoid disputes upon capital division or transfer of capital contributions.
• For industrial property rights (patents, industrial designs, trademarks, etc.): an industrial property assignment contract is only effective when registered with the State management agency for industrial property — for subject matters established on a registration basis (Clause 1, Article 148 of the Consolidated Document of the Intellectual Property Law).
• For copyright and related rights: the assignment contract must be made in writing, including key contents regarding the parties, the basis of assignment, price and payment method, rights and obligations of the parties, and liability for breach of contract (Clause 1, Article 46 of the Consolidated Document of the Intellectual Property Law).

Procedures for transferring ownership of intellectual property rights to the company

Under Article 35 of the Law on Enterprises 2020, members of limited liability companies and partnerships and shareholders of joint stock companies must transfer ownership of contributed assets to the company in accordance with the following principles:

• For assets with registered ownership rights, the contributor must carry out procedures to transfer ownership of such assets to the company in accordance with the law. The transfer of ownership of contributed assets is not subject to registration fees.
• A capital contribution is only deemed fully paid when lawful ownership of the contributed asset has been transferred to the company.

Intellectual property rights are assets with registered ownership rights; therefore, the contributor must carry out procedures to transfer ownership of the intellectual property rights to the company in accordance with specialized legislation:

• For industrial property rights granted protection titles: register the assignment contract with the Intellectual Property Office of Vietnam (the State management agency for industrial property).
• For copyright and related rights: sign a written assignment contract and may carry out registration/certificate re-issuance procedures with the Copyright Office under Decree No. 17/2023/ND-CP.

Capital contribution deadline: members must contribute the full committed capital within 90 days from the date of issuance of the Enterprise Registration Certificate (Clause 2, Article 47 of the Law on Enterprises 2020 for multi-member limited liability companies).

Dossier and procedures for enterprise establishment registration

Alongside preparing the contributed assets, enterprise founders submit a registration dossier to the Provincial Business Registration Office where the enterprise’s head office is located (Article 32 of Decree No. 168/2025/ND-CP).

The dossier for registering a multi-member limited liability company (Article 23 of Decree No. 168/2025/ND-CP) includes:

• The enterprise registration application form;
• The company charter;
• The list of members;
• Copies of legal documents of the legal representative and members (individuals/organizations); the document appointing the authorized representative (if any);
• The investment registration certificate — for cases involving foreign investors or economic organizations with foreign investment capital participating in the establishment.

Upon receipt, the Provincial Business Registration Office issues a receipt, checks the validity of the dossier, and enters the information into the National Enterprise Registration Information System. The company charter should clearly state the type of contributed assets (which specific intellectual property rights), the appraised value, the contribution deadline, and liability for insufficient contributions.