Technology transfer in Vietnam is one of the most complex legal areas, requiring enterprises to continuously keep up with the latest provisions of the Vietnam Technology Transfer Law to protect their legitimate rights. In the in-depth analysis below, Viet An Law Firm will clarify every aspect, from drafting the technology transfer agreement Vietnam law requires to carrying out technology transfer registration procedures, helping clients build a solid legal framework for their business.
Technology transfer contract requirements in Vietnam: form and mandatory contents
Pursuant to Clauses 1 and 2, Article 5 and Articles 22 and 23 of the Vietnam Technology Transfer Law, the forms of transfer and the mandatory requirements for contracts are specified as follows:
Forms of technology transfer
- Independent technology transfer through a separate contract.
- Technology transfer integrated into investment projects, especially common in foreign investment projects.
- Technology transfer used as assets for capital contribution to an enterprise or investment project.
- Technology transfer associated with franchising activities.
- Technology transfer accompanying the transfer of intellectual property rights.
- Technology transfer accompanying the purchase and sale of machinery and equipment.
Technology transfer contract requirements on form and content
- Any technology transfer agreement Vietnam law classifies as independent technology transfer or capital contribution by technology must be made in writing or in the form of an electronic transaction with validity equivalent to a written document.
- The contract must bear the full signatures and seals (if any) of the parties, and a seal must be affixed across the adjoining edges of all pages of the contract and its appendices.
- The contract language is not required to be Vietnamese; it is freely agreed upon by the parties to facilitate negotiation and performance.
- The contract must clearly specify the name and subject of the technology, the scope of the transferred or licensed rights, and the specific method of transfer (such as training, dispatching experts or handing over documents).
- The contract must transparently stipulate the price, payment method, rights and obligations of the parties, technology warranty responsibility, penalties for breach and the dispute resolution body.
Technology transfer licensing in Vietnam for technologies restricted from transfer
Pursuant to Clause 1, Article 28, Articles 29 and 30 of the Law on Technology Transfer 2017 and Article 2 of Circular 02/2018/TT-BKHCN, the management mechanism for technologies restricted from transfer (such as technologies at risk of adversely affecting the environment or security) requires a strict review process:
- Organizations and individuals must submit a dossier requesting approval of the technology transfer to the provincial People’s Committee for appraisal before officially entering into the contract.
- Within a maximum of 30 days from receipt of a complete and valid dossier, the state authority will issue a written approval or a written refusal stating the legal reasons.
- Only after receiving the written approval may the parties sign the official contract, and they must submit a dossier requesting a technology transfer license within 60 days from the signing date.
- For technology transfer licensing in Vietnam, the competent authority will appraise the dossier and grant the license within 15 working days if all conditions are met.
- Every year, the technology transferee (or the transferor in case of transfer from Vietnam abroad) must prepare a report on contract performance with data from December 15 of the previous year to December 14 of the reporting year, and send it to the Ministry of Science and Technology before December 31.
Current technology transfer procedures in Vietnam for contract registration
Pursuant to Article 31 of the Law on Technology Transfer 2017 and Articles 20 and 21 of Decree No. 101/2026/ND-CP, the technology transfer registration Vietnam requires for contracts is carried out in the following 4 steps:
Step 1: Determine whether the technology transfer contract is subject to registration
- Mandatory registration cases: Applicable to the following transactions:
- Technology transfer from abroad into Vietnam;
- Technology transfer from Vietnam abroad;
- Technology transfer entirely within Vietnam but using state capital or the state budget.
- Encouraged registration cases: The State encourages organizations and individuals to voluntarily register transactions not subject to mandatory registration in order to create a legal basis for enjoying incentive and support policies from the Government.
Step 2: Prepare the registration dossier
To complete technology transfer procedures in Vietnam, clients need to prepare 01 set of dossiers including:
- A written request for technology transfer registration, clearly stating the parties’ commitment to take responsibility.
- The original or a certified copy of the technology transfer document.
- If the transfer document is made in a foreign language, a legally notarized or certified Vietnamese translation must be submitted together with it.
Step 3: Submit the dossier to the competent authority
For technology transfer registration Vietnam sets a strict deadline: the party obliged to register must submit the full dossier within a maximum of 90 days from the official signing date of the transfer document to one of the following authorities:
- Ministry of Science and Technology: Handles cross-border transfer contracts (into/out of Vietnam) and central-level investment projects (decided/approved by the National Assembly, the Prime Minister, ministries or central agencies).
- Department of Science and Technology (provincial People’s Committee): Handles domestic transfer contracts (mandatory or voluntary) and local-level investment projects (decided/approved/licensed by the People’s Council, the People’s Committee or the industrial park management board).
- Ministry of National Defense, Ministry of Public Security: Handle contracts in the field of state secrets or procurement from special budgets for security and national defense.
Step 4: Review and issuance of the certificate
- The competent authority receives the dossier and assesses its validity.
- Within 05 working days from the date of receiving a complete and valid dossier, the managing authority will grant the client the technology transfer registration certificate Vietnam requires.
Comparison of licensing procedures for restricted technologies and technology transfer contract registration procedures in Vietnam
Based on the technology transfer regulations Vietnam currently applies, Viet An Law Firm systematizes the differences between the two core state management procedures in technology transfer in Vietnam: contracts, registration and procedures, and answers practical issues:
| Criteria | Licensing of technologies restricted from transfer | Registration of technology transfer contracts |
| Subjects of application | Technologies with risks affecting the economy, environment or security on the List of technologies restricted from transfer. | Cross-border technology transfer or domestic transfer using state capital. |
| Timing | Written “approval” must be obtained before signing the contract; the “license” is applied for after the contract is signed. | Registration is carried out only once, after the parties have signed the transfer document. |
| Dossier submission deadline | Submit the license application within 60 days from the contract signing date. | Submit the registration application within 90 days from the signing date of the transfer document. |
| Processing time | 30 days for approval plus 15 working days for licensing. | 05 working days from the date the state authority receives a valid dossier. |
| Reporting regime | Annual reports on progress and performance must be submitted before December 31. | No periodic reporting regime (information is provided only upon inspection request). |
Frequently asked questions
When does a technology transfer contract officially take effect?
As a general principle, the effective date is freely agreed upon by the parties; absent such agreement, the contract takes effect from the time of conclusion. However, for contracts subject to transfer restriction or mandatory registration, the contract only takes legal effect from the time the state authority issues the license or the registration certificate.
How is valuation regulated when technology transfer involves state capital?
Under technology transfer regulations Vietnam mandates that technology valuation in this case be based on the results of technology price appraisal consultancy, and the value of the transferred technology must be independently audited in accordance with the law on taxes and prices.
What procedure is required to extend or amend a contract that has been granted a registration certificate?
The parties must prepare a dossier including a written request and the original/certified copy of the amendment agreement, then submit it to the same authority that issued the original certificate to obtain a certificate of registration of extension, amendment or supplement.
Which authority is competent to issue the registration certificate for investment projects whose investment policy is approved by the Prime Minister?
For large-scale investment projects under the Prime Minister’s competence to decide on or grant investment policy approval, the Ministry of Science and Technology is the only authority competent to receive dossiers and issue the technology transfer registration certificate Vietnam grants for such projects.
When is the data cut-off period for annual reports on technologies restricted from transfer?
Data for the annual contract performance report must be cut off from December 15 of the immediately preceding year to the end of December 14 of the reporting year, as required by the managing authority.
Viet An Law Firm hopes that the detailed analysis above on technology transfer in Vietnam: contracts, registration and procedures has provided clients with a comprehensive and in-depth view. For support in drafting rigorous contracts, optimizing benefits and completing administrative procedures quickly, please contact Viet An Law Firm for direct advice from our team of legal experts.
