Question:
Our company plans to accept a capital contribution from an individual in the form of proprietary software and a registered trademark. We request SB Law’s advice on the legal conditions to validate such contribution and avoid legal risks in profit distribution or dissolution.
Answer
Pursuant to Articles 34 and 35 of the Law on Enterprises 2020 and the amended IP Law 2022, intellectual property such as software, trademarks, patents, and designs may be contributed as capital if:
- They are properly valuated and transferable to the company;
- For software: authorship rights or exclusive license must be evidenced and documented;
- For trademarks: ownership or user rights must be assigned or licensed in writing and registered with the Intellectual Property Office of Vietnam.
Risks:
- If valuation is not transparent, the shareholding may be deemed invalid or lead to disputes over dividends.
- Without proper transfer registration, the company will not be legally recognized as the owner, affecting future valuation, transfer, or IPO.
- Upon dissolution, IP assets not legally owned by the company cannot be liquidated.
