Intellectual property rights become assets contributed to the enterprise

The Government has just issued Decree 271/2025/ND-CP regulating the establishment, participation in the establishment of enterprises and capital contribution to enterprises to commercialize the results of scientific research and technology development in Hanoi.

This Decree specifies Clause 4, Article 23 of the Law on the Capital, creating a legal corridor for public universities , public vocational training institutions and other public scientific and technological organizations (collectively referred to as public institutions) to use intellectual property assets to contribute capital, commercialize research results, promote innovation and technology transfer.

The Decree regulates the establishment, participation in the establishment of enterprises or capital contribution to enterprises of public establishments with the aim of commercializing the results of scientific research and technological development under the intellectual property rights of these establishments. At the same time, the Decree also stipulates that public officials are allowed to contribute capital, participate in the management and operation of enterprises established by public establishments or participate in the establishment if there is consent from the head of the public establishment.

According to regulations, public establishments are allowed to use many types of assets to contribute capital to enterprises. These assets include money from the career development fund, the science and technology development fund, legal grants, aid or donations for the purpose of contributing capital, other funds in accordance with the law, along with intellectual property rights, scientific research results, technology development and innovation. In addition, public establishments are also allowed to use other types of assets permitted by law to carry out capital contribution activities.

The use of public assets for capital contribution must comply with strict principles. Assets used must be for the right purpose of commercializing research results, ensuring publicity, transparency and compliance with the law; and fully performing financial obligations to the State.

Public establishments are not allowed to use secret inventions, land, security and defense works and assets that are not allowed to be contributed as capital by law. In cases where the value of assets must be determined for capital contribution, the valuation must be carried out publicly, transparently and in accordance with regulations.

Public establishments are responsible for implementing the reporting regime on the performance and business results of enterprises established to commercialize research results and are subject to supervision by competent authorities.

Regarding the decision-making authority, the Board of Management or School Council of the public institution decides on the use of assets for capital contribution. In case the public institution does not have a Board of Management or School Council, the head of the public institution directly decides on the use of assets.

The Decree clearly stipulates the mechanism for determining the value of contributed assets, especially assets that are intellectual property rights and results of scientific research and technological development. Public establishments must select a consulting unit to determine the value of these assets in accordance with the provisions of the law on bidding, the law on intellectual property and the law on valuation. For assets that are the results of scientific research, technological development and innovation, the valuation must comply with the provisions of the law on science, technology and innovation.

After the consulting unit has provided the valuation results, the competent authority or person will decide on the value of the assets expected to be used for capital contribution. For other assets, the public institution also selects a consulting unit according to the provisions of the law on bidding and the valuation must be consistent with the market price at the time of capital contribution. Based on the consulting results, the competent authority will decide on the value of the assets to be contributed as capital.

The issuance of Decree 271/2025/ND-CP marks an important step forward in the mechanism for commercialization of intellectual property, paving the way for institutes, scientific and technological organizations to be more proactive in innovation, while creating momentum for the formation of new technology enterprises in the capital, in line with the spirit of autonomy, integration and development of the Law on the Capital (amended).

Center for Science and Technology Communication

Source: https://mst.gov.vn/quyen-so-huu-tri-tue-tro-thanh-tai-san-gop-von-vao-doanh-nghiep-197251116150555429.htm