Is it possible to contribute capital with intellectual property rights to establish a business in Vietnam?

Capital is a must-have when starting a business. So, in the case of individuals and organizations in the initial start-up with a small amount of capital, is it possible to contribute capital with intellectual property rights to establish a business in Vietnam?

Is it possible to contribute capital with intellectual property rights to establish a business in Vietnam? (Source: internet)

1. What is intellectual property right?

According to Clause 1, Article 4 of Vietnam's Law on Intellectual Property 2005, intellectual property rights means:

Rrights of an organization or individual to intellectual assets comprising copyright and copyright related rights, industrial property rights and rights to plant varieties.

2. Does contributed capital assets include intellectual property rights?

According to Article 34 of Vietnam's Law on Enterprise 2020, assets contributed as capital include:

- Contributed assets include VND, convertible foreign currencies, gold, land use right (LUR), 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.

3. Transfer of intellectual property rights of contributed assets

According to Article 35 of Vietnam's Law on Enterprise 2020, the procedures for transferring ownership of assets contributed as capital 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.

Thus, individuals and organizations can contribute capital to establish an enterprise with intellectual property rights according to the above provisions.

Chi Nhan

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