Vietnam: Can I use intellectual property rights to contribute capital to establish an enterprise? What are the procedures for transfer of intellectual property rights to contribute capital?
What is intellectual property rights in Vietnam?
According to the provisions of Clause 1, Article 4 of the 2005 Law on Intellectual Property of Vietnam, as amended by Clause 2, Article 1 of the 2009 Law amending and supplementing a number of articles of the Law on Intellectual Property of Vietnam explaining intellectual property rights in Vietnam as follows:
Intellectual property rights means rights of organizations and individuals to intellectual assets, including copyright and copyright-related rights, industrial properly rights and rights to plant varieties.
Vietnam: Can I use intellectual property rights to contribute capital to establish an enterprise? What are the procedures for transfer of intellectual property rights to contribute capital?
Does contributed assets include intellectual property rights?
According to the provisions of Article 34 of the 2020 Law on Enterprises of Vietnam on the contributed assets in Vietnam as follows:
Contributed assets in Vietnam
1. Contributed assets include VND, convertible foreign currencies, gold, land use right, intellectual property rights, technologies, technical secrets, other assets that can be converted into VND.
2. Only the individual or organization that has the lawful right to ownership or right to use the asset mentioned in Clause 1 of this Article may contribute it as capital as prescribed by law.
Thus, contributed assets are:
- Contributed assets include VND, convertible foreign currencies, gold, land use right, intellectual property rights, technologies, technical secrets, other assets that can be converted into VND.
- Only the individual or organization that has the lawful right to ownership or right to use the asset mentioned in Clause 1 of this Article may contribute it as capital as prescribed by law.
Thus, it is possible to use intellectual property rights to contribute capital to the company.
What are the procedures for transfer of intellectual property rights to contribute capital?
According to Article 35 of the 2020 Law on Enterprises of Vietnam, the procedures for transfer of ownership of contributed assets are as follows:
- Transfer of contributed assets by members of a limited liability company, partners of a partnership, shareholders of a joint stock company shall comply with the following regulations:
+ For assets whose ownership have been registered and LURs, the capital contributor shall follow procedures for transfer the ownership of such assets or the LUR to the company as prescribed by law. This transfer is exempt from registration fee;
+ Contribution of assets whose ownership is not registered shall be recorded in writing unless the contribution is made by wire transfer.
- The record on transfer of contributed assets shall contain the following information:
+ The company’s name and headquarters address;
+ Full name, mailing address, legal document number of the contributor that is an individual; legal document number of the contributor that is an organization;
+ Types and quantities of contributed assets; total value of contributed assets and the ratio of this value to the company’s charter capital;
+ Date of transfer; signatures of the contributor or the contributor’s authorized representative and the company’s legal representative.
- The contribution is considered complete once the lawful ownership of the assets has been transferred to the company.
- Procedures for ownership transfer are exempt for assets serving business operation of the sole proprietorship’s owner.
- Payment for transfer of shares/stakes, receipt of dividends of remittance of profits by foreign investors shall be carried out through accounts in accordance with foreign exchange laws, except for payment in assets and cashless payment.
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