At the discussion session in the Hall, delegates highly agreed on the necessity of amending the Law on Technology Transfer to create a solid legal corridor, strongly promoting technology transfer activities, serving the country's socio -economic development.
In particular, according to many delegates, the addition of regulations allowing capital contribution in the form of technology to investment projects (Article 8, Law on Technology Transfer, amended and supplemented) not only creates a transparent legal corridor for innovation activities but also opens up a mechanism to mobilize and transform knowledge into development resources.
Delegates said that this is an important step to promote the science and technology market, improve business competitiveness and contribute to building a modern digital economy.
Carefully study the regulations on capital contribution by technology
Regarding the assurance of technology value contributed by state capital (in Article 8), delegate Nguyen Tam Hung (HCMC delegation) analyzed: the regulation on self-valuation of technology contributed by state capital is a breakthrough, but for projects using state capital (in Clause 3, Article 8), the appraisal of technology value is important to avoid budget loss and preserve capital. From there, delegate Nguyen Tam Hung suggested that the Drafting Committee consider detailed and strict regulations on technology valuation methods .
Also interested in capital contribution by technology, delegate Nguyen Tri Thuc (HCMC delegation) stated: Clause 2, Article 8 of the draft Law stipulates that organizations and individuals are allowed to decide the value of contributed technology and are allowed to decide on their own the value of contributed technology. According to the delegate, this provision is not consistent with the principles of valuation of contributed assets in the Enterprise Law and Investment Law. At the same time, there are many potential risks of technology price inflation, transfer pricing, causing asset loss, especially in projects with foreign elements. Failure to determine the valuation mechanism, responsibilities of the parties and evaluation criteria can easily lead to disputes and affect the transparency of the technology market.
Delegate Nguyen Tam Hung speaks. Photo: National Assembly
From the above analysis, delegate Nguyen Tri Thuc suggested that the drafting agency should amend the provisions in Clause 2, Article 8 in the direction: "The valuation of contributed technology must be agreed upon by the parties or through an independent valuation organization to ensure objectivity, transparency and compliance with the law on intellectual property, enterprises and technology transfer. The capital contributor must fully implement the technology transfer, ensure the value and efficiency of the technology, and at the same time comply with obligations related to intellectual property rights and taxes".
Unprotected or disputed technology may not be used to contribute capital.
Clause 3, Article 8 of the draft Law stipulates that technology used for capital contribution in projects with state capital must be appraised and ownership or legal right of use confirmed before capital contribution. Delegate Nguyen Tri Thuc said that this is a key regulation on the management of technology assets in investment projects using state capital, demonstrating the spirit of strict management of public assets. However, this regulation has not clearly defined the criteria, methods and authority for technology valuation and can easily cause confusion when implementing and will prolong the progress of projects.
Delegate Nguyen Tri Thuc speaks. Photo: National Assembly
To increase transparency and avoid loss of public assets, and at the same time enhance the responsibility of the subjects participating in price appraisal, delegate Nguyen Tri Thuc suggested that the drafting agency should clearly stipulate the time of price appraisal: before approving the project or before signing the capital contribution contract; the basis for appraisal is based on market price, cost price or expected economic value? Determine the legal responsibility of the appraisal agency, organization, or individual if the value is determined incorrectly or the ownership is not confirmed correctly...
In particular, the delegate said, " In cases where technology is not yet protected or is in dispute over ownership, it must be clearly stated that it cannot be used to contribute capital until the establishment of legal rights is completed."
Clarifying the responsibility of valuation organizations causing loss of state capital
Delegate Duong Khac Mai (Lam Dong province delegation) also highly appreciated the fact that the draft Law includes many provisions to ensure strict management of assets that are technology with state budget sources, requiring valuation in some cases. However, the delegate said that if applied rigidly, all capital contribution transactions using technology with state capital must be organized for valuation, while not classified by scale and risk level, it is easy to create additional procedures, prolonging time, especially for small projects and innovative start-up enterprises. On the contrary, with transactions between private entities, the draft allows the parties to agree on the value of contributed technology but does not include a post-audit mechanism, which can easily lead to acts of inflating the value of technology to transfer prices and evade taxes.
Delegate Duong Khac Mai speaks. Photo: National Assembly
On that basis, delegate Duong Khac Mai proposed to amend and supplement Article 8 in the following direction: For cases of using state capital, state capital in enterprises, it is necessary to clearly stipulate the value threshold, the field of compulsory valuation; at the same time, specify the specific legal responsibility of the valuation organization if the results are incorrect, causing loss of state capital . For purely private transactions, the law should only set principles, and the control of capital contribution value is implemented through laws on taxes, enterprises, and the stock market.
Source: https://phunuvietnam.vn/quy-dinh-gop-von-bang-cong-nghe-can-ro-tieu-chi-phuong-phap-va-tham-quyen-20251121122206427.htm
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