Technology transfer and licensing: the Law on Technology Transfer as amended by Law No. 115/2025/QH15, encouraged, restricted and prohibited technology, registration of inbound and outbound transfers, licences for restricted technology, mandatory contract contents, price and royalties, technology as capital, IP licence recordal and technology appraisal of investment projects

Two laws for one licence

When a foreign group allows its Vietnamese subsidiary or partner to use its technology, two statutes usually apply together. The Intellectual Property Law governs any patent, design, trademark, copyright or trade secret licensed, and the recordal of the licence with IP Viet Nam. The Law on Technology Transfer (Law No. 07/2017/QH14) governs the transfer of the technology itself: whether it may be transferred at all, whether the contract must be registered or licensed, what the contract must say and how the price is treated. The law was amended by Law No. 16/2023/QH15 on Prices, by Law No. 93/2025/QH15 on Science, Technology and Innovation from 1 October 2025, and most significantly by Law No. 115/2025/QH15, passed on 10 December 2025 and in force from 1 April 2026; a consolidated text was published in September 2026. It is implemented by Decree No. 76/2018/ND-CP, as amended, pending new implementing rules under the 2025 law.

Article 4 defines the technology that may be transferred as technical and technological know-how; plans, processes, solutions, parameters, designs, diagrams, models, algorithms, formulas, software, information and data; production rationalisation and technological innovation solutions; and machinery and equipment that accompany any of these. The express references to algorithms, software and data were added by Law No. 115/2025/QH15. Where the technology is protected by an IP right, the transfer of that right follows the IP Law (Article 4(2)). Technology may be transferred on its own, or as part of an investment project, a capital contribution, a franchise, a transfer of IP rights, or a sale of machinery (Article 5). An amended Article 7(7) states that rights in technology embedded in products, machinery or systems do not pass automatically with ownership of those goods unless the law or the parties provide otherwise, so a purchaser of equipment needs an express licence to use the embedded technology.

Encouraged, restricted and prohibited technology

Article 9 lists technology encouraged for transfer into or within Vietnam: high technology prioritised for investment and strategic technology under the high-technology law, and advanced, new, clean and green technology that, for example, creates better or new products, saves resources or energy, produces renewable energy or high-efficiency storage, improves health care or education, or helps prevent disasters and reduce emissions. Encouraged technology can qualify for a certificate of encouraged technology transfer and for incentives (Investment incentives; FAQ 39).

Article 10 lists technology restricted from transfer into or within Vietnam, including technology and accompanying equipment no longer in common use in developed industrial countries, technology using toxic chemicals or generating hazardous waste, genetic modification, radioactive substances, minerals whose domestic exploitation is restricted, untested breeds, and technology producing products harmful to customs, traditions and social ethics; and from Vietnam abroad, technology for traditional products and rare Vietnamese varieties or materials and technology competing with Vietnam's key exports. Article 11 lists technology prohibited from transfer into or within Vietnam, such as technology failing safety, health and environmental standards or harmful to national defence and security, and prohibits transferring abroad technology on the list of State secrets. The Government issues each list, currently in the appendices to Decree No. 76/2018/ND-CP as amended; the classification of a technology should be checked against the current list by code before any contract is signed.

Registration of technology transfer contracts

Under Article 31, a technology transfer contract, or the technology transfer part of an investment project, capital contribution, franchise, IP transfer or equipment sale, must be registered with the State science and technology authority in three cases: transfer from abroad into Vietnam; transfer from Vietnam abroad; and domestic transfer using State capital or the State budget. Restricted technology that has been licensed is excepted. Other transfers may be registered voluntarily, and Law No. 115/2025/QH15 provides that a registration certificate is a basis for priority in State science programmes and for incentives. The party responsible, normally the Vietnamese transferee for an inbound transfer as the contract provides, files a written request with a commitment that the contract complies with the law, and the original or certified copy of the contract, with a notarised or certified Vietnamese translation if it is in another language, within 90 days of signing. The authority issues the certificate within five working days of a complete dossier, or refuses in writing, for example where the contract has no technology content or concerns restricted technology. Amendments, extensions and renewals of a registered contract must themselves be registered (Article 33).

The timing rule has teeth. Article 24(3) provides that a contract subject to compulsory registration takes effect from the date the registration certificate is issued, and an amendment or extension from the date its own certificate is issued. A royalty paid for a period before registration therefore has no effective contractual basis, which banks and the tax authority may question; the registration certificate is commonly requested by banks before technology fees are remitted and supports the deductibility of the fee (Paying foreign suppliers and group companies). Under the transitional rules in Article 3 of Law No. 115/2025/QH15, contracts signed before 1 April 2026 continue on their terms, but amendments and extensions made after that date follow the amended law.

Licences for restricted technology

Restricted technology may be transferred only under a technology transfer licence (Article 28), issued since Law No. 115/2025/QH15 by the provincial People's Committee where the technology is received rather than by the Ministry of Science and Technology. The procedure has two stages. First, the party applies for approval of the transfer with documents on its legal status, the technology, the conditions for its use and its conformity with standards; the People's Committee checks the dossier within three working days and decides within 30 days of a valid dossier (Article 29). Approval is not needed where the technology of the investment project was already appraised or commented on at the investment policy or investment decision stage. Second, after approval the parties sign the contract and, within 60 days of signing, apply for the licence with the contract, the list of technical documents and equipment, IP certificates, product standards and an explanation of the conditions of use; the People's Committee decides within 15 working days of a valid dossier (Article 30). The contract takes effect only when the licence is issued, and any change to the licensed contents needs a new licence. Transferees of restricted technology into Vietnam must report annually on performance of the contract.

What the contract must contain

A technology transfer contract must be in writing or another form treated as written under the Civil Code, signed by the parties and, where they use seals, sealed, including across pages and appendices (Article 22). The language is for the parties, but a registration or licence dossier needs a Vietnamese version or certified translation. Article 23 lists fourteen contents: the name of the technology; the technology transferred, the products it creates and their standards and quality; whether ownership is assigned or a right of use is licensed; the method of transfer; the parties' rights and obligations; price and payment; term and effective date; definitions; the plan, schedule and place of transfer; the transferor's warranty of the technology; penalties; liability for breach; the dispute resolution body; and other agreed terms. A contract missing a mandatory content may be refused registration.

The scope of a right of use is for the parties: exclusive or non-exclusive, and with or without the right to sub-license (Article 7(4)). The transferee may improve and develop the technology under the IP Law (Article 7(5)), so ownership of improvements should be dealt with expressly. The transferor must warrant that it has the right to transfer and that the right is not restricted by third parties unless otherwise agreed, keep information confidential, and notify technical difficulties (Article 25); the transferee must perform and keep information confidential (Article 26). Clauses restricting the transferee, such as export bans, tie-ins and grant-backs, should be reviewed against Law No. 23/2018/QH14 on Competition.

Price, royalties and tax

The price of technology is agreed by the parties (Article 27(1)) and no royalty cap applies under the current law. Payment may be made in a lump sum or instalments, in money or goods; by converting the value of the technology into capital in the project or enterprise; as a percentage of net selling price, of net revenue or of the transferee's pre-tax profit; or by other agreed methods (Article 27(2)). Where the parties include a party with State capital, are parent and subsidiary, or are related parties under the tax law, the price must be audited and set in accordance with the tax and pricing laws (Article 27(3)), which in practice means the arm's-length rules of Decree No. 255/2026/ND-CP (Transfer pricing, interest and global minimum tax).

A royalty paid to a foreign licensor without a permanent establishment in Vietnam bears foreign contractor tax with a CIT element of 10%, withheld by the Vietnamese payer and declared within ten days of payment; the transfer of technology is generally outside VAT, and a tax treaty may reduce the CIT element if the treaty procedure is followed (Foreign contractor tax and tax treaties; FAQ 23; FAQ 67). The payment documents banks require, and the treatment of management fees and recharges that are often bundled with royalties, are in Paying foreign suppliers and group companies. Income from qualifying technology transfer may be exempt from CIT on the Vietnamese side (Corporate income tax).

Technology as capital, IP licence recordal and appraisal

A lawful owner of technology may contribute it as capital to an investment project or enterprise (Article 8, as amended). The contribution is valued under the Law on Enterprises, by agreement of the members or by a valuation organisation, and where the project uses State capital the technology must be valued under the pricing law and its ownership confirmed before contribution. The contribution of technology from abroad is also an inbound technology transfer to be registered, and the IP rights contributed must be assigned and the assignment registered with IP Viet Nam (Charter capital and capital contribution). Law No. 131/2025/QH15 encourages the use of IP as capital and security, with further guidance expected.

An IP licence of a registered patent, design or trademark takes effect as the parties agree but is enforceable against third parties only once recorded with IP Viet Nam (Article 148 of the IP Law), and an assignment takes effect only on registration. A licence that carries know-how or other technology with the IP right may need both recordal at IP Viet Nam and technology transfer registration; a pure trademark licence without technology is not a technology transfer. Finally, Article 13, as amended, requires a technology appraisal or opinion at the investment policy approval or IRC stage for projects using restricted technology and projects with a risk of adverse environmental impact that use technology, and at the investment decision stage for construction projects of those kinds; changes to appraised technology require a new appraisal (The Investment Registration Certificate).

Registering an inbound technology transfer contract

1. Classify the technologyConfirm that the subject matter is technology under Article 4 and check it against the encouraged, restricted and prohibited lists in Decree No. 76/2018/ND-CP as amended.
2. Draft to Article 23Include all fourteen mandatory contents, an express statement of whether ownership or a right of use passes, the royalty method and the effective date on registration.
3. Check the priceFor a related-party licence, prepare the arm's-length support required by Article 27(3) and Decree No. 255/2026/ND-CP.
4. Sign and diarise 90 daysThe registration deadline runs from the date of signing; the contract has no effect until the certificate is issued.
5. Prepare the dossierWritten request with the parties' compliance commitment; original or certified copy of the contract; notarised or certified Vietnamese translation if needed.
6. File with the science and technology authorityFile with the competent authority under the implementing rules, online where available. The certificate should issue within five working days of a complete dossier.
7. Record the IP licenceRecord any patent, design or trademark licence with IP Viet Nam so that it is enforceable against third parties.
8. Operate the contractPay royalties only for periods from the certificate date, withhold and declare foreign contractor tax within ten days of each payment, and register any amendment or extension.