Vietnam’s legal framework for science, technology, and innovation has undergone significant evolution to accelerate economic growth and enhance research commercialization. Central to this is the management of intellectual property (IP) rights arising from state-funded science and technology (S&T) tasks, particularly concerning inventions, industrial designs, and layout designs. The 2022 amendments to the Law on Intellectual Property (IP Law) established critical foundations for protecting state interests in these assets. However, effective 1 October 2025, these provisions were repealed pursuant to Article 71.7 of the Law on Science, Technology, and Innovation No. 93/2025/QH15 (ST&I Law). Why the transition? Let’s dive and explore the rationale behind these.
The 2022 IP Law Amendments: Establishing Foundational Clarity
The 2022 IP Law amendments (Law No. 42/2022/QH15, effective 1 January 2023) addressed critical gaps in the management of IP rights derived from state-funded S&T tasks. The key provisions introduced included:
Article 86a (Rights to Register Inventions, Industrial Designs, and Layout Designs from State-Funded S&T Tasks): Granted primary registration rights in the host organization (the entity designated as the principal organization responsible for state-funded S&T tasks), unless agreed otherwise. Importantly, the State retained priority rights to assume registration in cases where the host organizations failed to act within prescribed timelines, thereby preventing the loss of public funds.
Article 133a (State Rights to Inventions, Industrial Designs, and Layout Designs from State-Funded S&T Tasks): Empowered the State to reclaim and transfer IP registration rights when the host organizations failed to register or declined to do so. It further authorized third-party use without the rights owner’s consent for public interest purposes (including national defense, public health, and emergency response) or in cases of underutilization, with compensation limited to non-state-funded IP portions. This provision balanced public benefit considerations against incentives for innovation.
Article 135.2 (Remuneration for Authors of Inventions, Industrial Designs, and Layout Designs from State-Funded S&T Tasks): Mandated that IP rights owners remunerate authors between 10-15% of pre-tax profits derived from direct use, and 15-20% of revenue from licensing.
Article 136a (Host Organization Obligations for Inventions, Industrial Designs, and Layout Designs from State-Funded S&T Tasks): Required host organizations to: (i) notify relevant state authorities within 30 days of IP creation; (ii) file registration IP applications within 6 months of notification; (iii) remunerate authors in accordance with Article 135.2; (iv) manage profits; (v) exercise IP rights; (vi) protect the assets; and (vii) submit annual reports on IP rights status and profit generation.
Article 139.6 (Transfer of IP Rights from State-Funded S&T Tasks): Restricted transfers of such IP rights to Vietnamese organizations or Vietnamese resident citizens only, with transferees assuming all obligations previously incumbent upon the host organization.
These additions were driven by the need to unify state rights as a public investor, encourage practical application of research, and support the national science and technology strategy through 2030. They addressed gaps where state-funded results might otherwise remain unutilized or inadequately protected.
The 2025 Repeal: Strategic Consolidation and Elimination of Regulatory Overlap
The ST&I Law, effective 1 October 2025, represents a comprehensive legislative overhaul that integrates and replaces the Law on S&T Law 2013. Article 71.7 of the new ST&I Law repeals the above-mentioned IP Law provisions (Articles 86a, 133a, 135.2, 136a, and 139.6) and introduces conforming amendments to related provisions and applying general rules for management of the results of ST&I tasks instead.
The content of these repealed provisions has been relocated to and further elaborated upon to cover results of every ST&I tasks in general, not merely those ST&I tasks that are registrable for IP rights. These provisions are stipulated in Chapter II of the ST&I Law (particularly Articles 25-28) and its implementing Decree No. 267/2025/ND-CP. The key provisions include:
Article 25 (Rights to Manage, Use, and Own the results of ST&I tasks): Contributors acquire ownership rights proportional to their contributions, subject to contrary agreement. Host organizations automatically acquire rights to state-funded results without compensation obligation, except for defense-related projects, foreign-led initiatives, or state-commissioned tasks. Similar rights extend to assets tied to state-funded land or property. Organizations exercise autonomous management, are exempt from standard accounting requirements, and may pursue commercialization. The State may reclaim fully state-funded results for public interest purposes or if such results remain unused for 3 years.
Article 26 (Controls on Transfer of the results of State-Funded ST&I tasks to Foreign Entities): Rights owners can transfer per laws, with foreign transfers subject to the Law on Technology Transfer. High-tech results require National Digital Platform disclosure, prioritizing domestic access for at least 12 months. Data-related transfers comply with the Law on Data. Transferors must fulfill financial obligations to the State.
Article 27 (Commercialization of the results of ST&I tasks): Rights owners retain decision-making authority over commercialization. Host organizations holding state-funded rights exercise autonomous discretion in selecting commercialization methods (including leasing, sale, or enterprise formation) and pricing strategies. Where funding is partial, host organizations must negotiate with co-owners. Organizations must ensure transparency, prevent asset waste, report results, and remain subject to anti-corruption oversight.
Article 28 (Profit Distribution from Commercialization): Intermediary service providers receive compensation per contractual terms. Profits from non-state-funded results remain under owner management. Profits from state-funded results must allocate at least 30% to authors, with additional allocations for contributor rewards, S&T reinvestment, or other purposes. Authors of protected IP receive supplementary benefits under the IP Law. Co-authors divide proceeds by mutual agreement.
Decree No. 267/2025/ND-CP (7 chapters and 57 articles) provides detailed implementation guidance, including funding criteria, evaluation procedures, ownership ratios, reclamation mechanisms, profit-sharing arrangements, and transfer controls. The decree emphasizes transparency, prevents asset leakage, and promotes practical application of research results.
Why the Transition Makes Sense
The relocation and detailed stipulation of Articles 86a, 133a, 135.2, 136a, and 139.6 from the IP Law to the ST&I Law reflects several fundamental policy considerations:
– Eliminating Regulatory Redundancy and Fragmentation: The 2022 IP Law amendments focused primarily on IP protection mechanisms but lacked comprehensive provisions for managing and commercializing S&T results. Retaining these provisions within the IP Law would have created conflicts with the more detailed and specialized regulatory framework established under the new ST&I Law.
– Centralizing Governance Within Specialized Legislation: Oversight responsibility has been transferred to the ST&I Law, which provides a more appropriate framework for managing the entire lifecycle of state-funded S&T results. Significantly, not every S&T results qualify for IP registration; therefore, the ST&I Law’s broader regulatory scope is more suitable for governing these diverse results. The ST&I Law establishes detailed procedures administered by the relevant specialized state agencies, extending beyond mere IP registration at the IP Office.
– Enhancing Flexibility and Innovation Incentives: The rigid timelines and mandatory obligations prescribed in the repealed IP provisions risked stifling creativity and innovation. The new framework allows for more adaptive management approaches, incorporating mechanisms designed to foster a pro-innovation environment while maintaining appropriate state oversight.
Conclusion
This legislative transition from fragmented IP rules to a centralized, innovation-focused ST&I framework represents a strategic advancement in Vietnam’s S&T policy, optimizing the utilization of public resources while empowering host organizations with enhanced operational flexibility under appropriate state safeguards. Stakeholders in Vietnam’s innovation ecosystem should familiarize themselves with these new provisions to ensure compliance and maximize opportunities for commercialization of state-funded research results./.
By Do Tuyet Nhung
Patent Department
