Vietnam: Registration of Technology Transfer Now Mandatory
According to the new Law on Technology Transfer dated 19 June 2017 and Decree No. 76/2018/ND-CP which was issued on 15 May 2018, registration of technology transfer has been made mandatory from July 1, 2018, in Vietnam. Earlier, registration was only mandatory for technology transfers which were restricted.
Types of technology transfers
Except for restricted technology transfers which require specific permits, following are the types of technology transfer that needs to be registered with the state management agencies of science and technology.
- Technology transfer from a foreign county to Vietnam;
- Technology transfer from Vietnam to a foreign country; and
- A domestic transfer which uses State capital/budget, excluding ones that have already received the Certificate of Registration of Science and Technology Task Outcomes.
Technology is defined as a solution, process, or know-how that may or may not be supported by instruments and facilities to convert resources into products. Technology transfer is the transfer of the right to own or use (part or whole) of a technology from a party which has the right to transfer.
If the transferred technology involves intellectual property rights protection, the transfer will be carried out according to the Law on Intellectual Property. Involved parties need to register for intellectual property rights and technology transfer separately.
The Vietnamese party is solely responsible for the registration process.
- Transfer from a foreign country to Vietnam – the transferee;
- Transfer from Vietnam to a foreign country – transferor; and
- Domestic transfer using State capital/budget – transferee.
In case of a domestic technology transfer, the provincial Department of Science and Technology is the registration authority. In case it’s between a Vietnamese firm and a foreign country entity, the authority is the Department of Technology Appraisal, Examination, and Assessment under the Ministry of Science and Technology.
To examine the technology transfer agreement, the government has set the fee equivalent to 0.1 percent of the total value of the agreement. However, it should not be less than VND 5 million (US$ 214) and not more than VND 10 million (US$428).
Involved parties need to submit their registration application within 90 days of the agreement signing date. In addition to the registration agreement, other supporting documents required are:
- Original or certified copy of the technology transfer contract;
- Notarized or authenticated translated copies of the technology transfer agreement in Vietnamese;
- Investment Registration Certificate copies of both parties;
- Documents confirming the legal status of the representatives of the parties to the contract; and
- Power of Attorney, in case a third party has been authorized to carry out the procedures.
Contracts signed before July 1, 2018, but renewed after July 1, must follow the new regulations.
Once the application has been filed, the competent authority has five working days in which it must either issue the registration certificate or provide reasons for refusal.
In case an agreement is incomplete, the government authority needs to inform the applicant within three working days. If an agreement is being amended/supplemented, the competent authority needs to inform the transferor within five working days.
The new regulations will enable the government authorities to keep track of technology transfers into Vietnam and assist tax authorities during audits and inspections in evaluating deductible expenses as the contracts will be registered.