A technology transfer contract in Vietnam is an agreement under which the transferor assigns ownership of, or licenses the right to use, a technology (know-how, processes, designs, algorithms, software, data and the like) so that the transferee can put it into application (Article 2(7) of the Law on Technology Transfer No. 07/2017/QH14). It must be in writing or a form treated as writing (Article 22(1)). Registration with the science and technology authority is mandatory in three cases: transfers from abroad into Vietnam, transfers from Vietnam abroad, and domestic transfers that use State capital or the State budget (Article 31(1)). The application is due within 90 days of signing (Article 31(4)). Any other transfer may be registered voluntarily. Technology on the restricted list is not registered at all; it needs a transfer licence instead.
For a foreign group, the consequence most often missed is that a registrable contract only takes effect when the registration certificate is issued (Article 24(3)). The rules changed on 1 April 2026, when Law No. 115/2025/QH15 amending the Law on Technology Transfer took effect (Article 2(1) of Law 115) and Decree 101/2026/ND-CP replaced Decree 76/2018/ND-CP (Article 69 of Decree 101). This guide uses the consolidated text 138/2026/VBHN-LQ-VPQH of 21 September 2026 and the Official Gazette copy of Decree 101. Many English-language guides still describe Decree 76/2018, so their lists and authorities are out of date.
What counts as a technology transfer contract in Vietnam?#
Because technology transfer means assigning ownership or transferring the right to use (Article 2(7)), every technology transfer contract in Vietnam has to say whether the transferee acquires ownership or a licence, and if a licence, whether it is exclusive and whether sublicensing is allowed (Article 7(4)).
The transferable subject matter is one or more of the following (Article 4(1)):
- technical know-how and technological know-how;
- technological plans and processes; technical solutions, parameters, designs and drawings; models, algorithms, formulas, software, information and data (the list was widened from 1 April 2026);
- solutions for rationalising production and innovating technology;
- machinery and equipment, but only when supplied together with one of the items above.
Rights in technology embedded in a product, machine or system do not arise automatically with ownership of the hardware and must be determined separately, unless the law or the contract provides otherwise (Article 7(7)): buying a production line does not by itself give a right to run its control software on a second line. Where the technology is protected by IP rights, the IP part of the deal follows the Law on Intellectual Property (Article 4(2)).
Must a technology transfer contract in Vietnam be a stand-alone document?#
Article 5 recognises three groups of transfer: a stand-alone transfer; the technology transfer component of an investment project, a capital contribution in technology, a franchise, an IP transfer or a sale of machinery with technology; and other forms provided by law. Article 5(4) then sets the required form:
| Form of transfer | How it must be documented |
|---|---|
| Stand-alone transfer; capital contribution in technology | A contract |
| Transfer component of an investment project, franchise, IP transfer, sale of machinery with technology, other forms | A separate contract, or clauses or an appendix of a contract or of the investment project dossier, provided they contain everything in Article 23 |
A franchise or equipment purchase agreement signed with an overseas supplier can therefore contain a "technology transfer component", which is registrable too, because Article 31(1) refers to Article 5(2). By contrast, in LexData's view a plain equipment purchase with ordinary operating manuals, and no transfer of rights in know-how, processes or software, usually has no technology to register; the authority refuses contracts with "no technology subject matter" (Article 31(6)(b)).
Does a technology transfer contract in Vietnam need to be registered?#
Work through the questions in order; an earlier answer overrides the later ones.
Contract value is not a test. A technology transfer contract in Vietnam with a small inbound fee must be registered; a large domestic deal between two private companies need not be.
The new lists are not limited to obsolete technology. Appendix II of Decree 101 restricts technology for manufacturing or assembling cars and car engines at emission level 5, equivalent to Euro 5 (item 70), motorcycles and their engines at level 4 (item 71), solar panels with 15% to below 20% efficiency (item 8), lead-acid batteries (item 9), and even alcoholic drinks, carbonated soft drinks, milk and dairy products (item 78). Appendix III prohibits 1G and 2G mobile technology (item 14) and cars at emission level 4 or below (item 82). The lists may be amended every three years or ad hoc (Article 17(2) of Decree 101), so check the version in force before signing.
Technology transfer registration: who files, where, and how fast#
Who files. The transferee files on behalf of the parties for inbound and domestic transfers; the transferor files for outbound transfers (Article 20(2) of Decree 101). For a cross-border deal the filing party is always the Vietnamese one, so a foreign licensor should make that obligation, and its timing, a term of the contract.
Where (Article 21 of Decree 101):
| Case | Issuing authority |
|---|---|
| Stand-alone or other forms of transfer, inbound or outbound | Ministry of Science and Technology (MOST) |
| Domestic transfer using State capital or budget; voluntary registration of a domestic transfer | Provincial science and technology department |
| Transfer within an investment project approved in principle by the National Assembly, the Prime Minister or a central ministry or agency | MOST |
| Transfer within a project approved by a provincial People's Council or People's Committee or an industrial zone, export processing zone, high-tech zone or economic zone authority; a project that only needs an investment registration certificate; voluntary registration | Provincial science and technology department where the project is located |
So the technology transfer component of an FDI project that only needs an investment registration certificate is registered at provincial level (Article 21(1)(b)), while a stand-alone licence from the foreign parent goes to MOST (Article 21(2)(a)).
Dossier (Article 31(3) of the Law): a registration request in which the parties undertake that the contract complies with the law, plus the original or a certified copy of the contract containing everything required by Article 23, with a notarised or certified Vietnamese translation if there is no Vietnamese version. The forms are issued by the Minister of Science and Technology (Article 20(5) of Decree 101); available sources identify them as Circular 09/2026/TT-BKHCN, which should be checked against the official text before use. Check the filing channel and any fee in the receiving authority's published administrative procedure.
Timing. File within 90 days of signing (Article 31(4)). The certificate is issued within 5 working days of a complete dossier (Article 31(5); Article 20(3)(a) of Decree 101). If documents are missing, the authority asks for them within 3 working days and the applicant has 30 days to supply them, failing which the file is closed (Article 20(3)(b)).
What the authority checks. Besides completeness and the technology lists, the authority tests the contract against Articles 4 to 7, 23, 25 and 26 (Article 20(4) of Decree 101), so a contract built on an international template licence usually needs adjusting before filing.
After registration. Any extension, amendment or supplement to a registered technology transfer contract in Vietnam must be registered with the authority that issued the certificate (Article 33). The certificate can be revoked for breach of the registered terms, a forged dossier or at the request of a competent authority (Article 32(2)); any support or incentives received must then be repaid within 20 working days of notice (Article 22(3) of Decree 101).
When does the contract take effect, and what if it is never registered?#
The effective date of a technology transfer contract in Vietnam is normally a matter for the parties, defaulting to the time of signing (Article 24(2)), subject to Article 24(3):
- a contract for restricted technology takes effect when the transfer licence is issued;
- a contract "subject to registration under Article 31(1) and (2)", that is both mandatory and voluntary registration, takes effect when the registration certificate is issued, and an extension or amendment only from the date of the corresponding certificate.
For voluntary registration, however, Decree 101 lets the parties agree the effective date; only if they have not started performing by the time they register does the contract take effect when the certificate is issued (Article 20(1), second paragraph, of Decree 101). The Law and the Decree do not match on this point, so state the effective date expressly.
When drafting, run the transfer schedule and payment milestones from the certificate (or licence) date and say what happens if registration is refused; a clause stating that the contract is effective on signing does not displace Article 24(3).
If it is not registered, a contract subject to mandatory registration never becomes effective. Decree 320/2025/ND-CP on corporate income tax has no rule tying deductibility to the registration certificate as such, but it disallows expenses that fail the general conditions of Article 9(1) and expenses that do not meet the conditions or content required by sector-specific law (Article 10(1) and (23)). In LexData's reading, for which there is no explicit rule or guidance, royalties paid under a contract that has not taken effect are therefore at risk of being disallowed.
Restricted technology: approval first, then a licence#
Law 115/2025 gives the provincial People's Committee the power to approve and license restricted technology transfers (Article 29(2); Article 56(3a)); the amended Article 29(2) to (4) and Article 30(2) to (5) took effect on the day the law was passed, 10 December 2025 (Article 2(2) of Law 115). The process has two stages:
- Approval. File the request, legal status documents and explanations of the technology and its conditions of use with the provincial People's Committee where the technology will be received. The committee reviews the file within 3 working days and approves, or refuses with reasons, within 30 days of a valid dossier (Article 29). Projects whose technology was already appraised at the investment approval or investment decision stage skip this stage (Article 28(2)(a)).
- Sign, then apply for the licence. The contract may only be signed after approval (Article 30(2)). Within 60 days of signing, the obligated party applies for the licence with the Vietnamese contract or a notarised translation (Article 30(1) and (3)). The committee reviews the file within 5 working days and issues the licence within 15 working days of a valid dossier (Article 30(4) and (5)). Changing anything in the licence requires a new licence (Article 30(6)).
By default the transferee applies for inbound transfers (Article 26(2)(c)) and the transferor for outbound transfers (Article 25(2)(dd)), unless the contract says otherwise. Each year the transferee (inbound and domestic) or the transferor (outbound) must report on performance of the contract under MOST rules (Article 28(3)).
The 14 mandatory clauses of a technology transfer contract in Vietnam#
Article 23 lists 14 items. The right-hand column shows what LexData would check, because the authority reviews the contract against these items under Article 20(4) of Decree 101.
| Item (Article 23) | Drafting point |
|---|---|
| 1. Name of the technology | Specific, matching the technical documents |
| 2. Subject matter, resulting products, standards and quality | List each item under Article 4(1); acceptance criteria |
| 3. Assignment of ownership or licence of use | Exclusivity, territory, sublicensing (Article 7(4)), improvements (Article 7(5)) |
| 4. Method of transfer | Documents, training, experts, machinery with the technology (Article 6) |
| 5. Rights and obligations | Consistent with Articles 25 and 26; transferor warrants a lawful right to transfer |
| 6. Price and payment | Lump sum or instalments, capital contribution, % of net selling price, % of net revenue, % of pre-tax profit (Article 27(2)); define the calculation as in Article 18(1) of Decree 101 |
| 7. Term and effective date | A fixed term; effectiveness under Article 24(3) |
| 8. Definitions (if any) | Consistent between the English text and the Vietnamese translation |
| 9. Plan, schedule and place of transfer | Counted from the effective date |
| 10. Warranty of the technology | Performance targets, warranty period, remedies |
| 11. Contractual penalty | A stated amount; see penalty for breach of contract in Vietnam |
| 12. Liability for breach | Damages, suspension, termination |
| 13. Dispute resolution body | Court or commercial arbitration |
| 14. Other terms | Confidentiality, improvements, return of documents on termination |
Three points foreign licensors often miss:
- Confidentiality. Both sides' duty to keep technology information confidential applies "as agreed" (Article 25(2)(c) and 26(2)(b)), so sign a confidentiality agreement before any documents change hands; see what an NDA is in Vietnam.
- Intra-group pricing. The price of technology transferred between parent and subsidiary, or between related parties under tax law, must be audited and comply with tax and pricing law (Article 27(3)), through a technology valuation when the tax authority asks for it (Article 18(3) of Decree 101). Keep transfer pricing support for group royalties.
- Patent, design or trademark licences in the same deal. That part is also a licence of an industrial property object (Article 141(2) of the Law on Intellectual Property, consolidated text 160/2026/VBHN-LQ-VPQH). Clauses that prohibit the licensee from improving the object (except a trademark), require free grant-back of improvements, restrict exports to territories where the licensor holds no rights or force purchases not needed for quality control are automatically void (Article 144(2) and (3)). A licence of a registered object, other than a trademark, must be registered to be enforceable against third parties (Article 148(3)); that filing does not replace technology transfer registration.
The language of a technology transfer contract in Vietnam is up to the parties (Article 22(2)); an English-only contract is valid, and a Vietnamese translation is needed for registration or licensing.
Royalty withholding tax and VAT on payments to a foreign transferor#
- VAT. Technology transfer under the Law on Technology Transfer, assignment of IP rights, and software products and services are not subject to VAT (Article 5(21) of the Law on Value Added Tax 48/2024/QH15). The provision speaks of "assignment" of IP rights, and the Ministry of Finance has advised that permitting use of a trademark is not an assignment, so a separately priced trademark licence fee is subject to VAT (Official Letter 15888/BTC-CST of 7 November 2016, issued under the previous law with the same wording). In LexData's view the contract should price the technology separately from equipment and other services.
- Royalty withholding tax. Where the transferor is a foreign entity without a permanent establishment, corporate income tax on royalties is 10% of taxable revenue (Article 12(3)(c) of Decree 320/2025/ND-CP), normally withheld and paid by the Vietnamese payer. For the calculation, net versus gross contracts and treaty relief, see foreign contractor tax in Vietnam.
- Transferee's cost allocation. Costs of acquiring technical documents, patents, technology transfer licences and trademarks that are not fixed assets are allocated to expenses over no more than 3 years (Article 10(15)(b) of Decree 320).
Technology capital contribution and technology appraisal in FDI projects#
Technology capital contribution. The lawful owner may contribute technology as capital to an investment project or a company (Article 8(1)). Technology and technical know-how are permitted contribution assets (Article 34(1) of the Enterprise Law 59/2020/QH14) and must be valued in Vietnamese dong; if they are overvalued, those involved in the valuation are jointly liable to make up the difference (Article 36). A capital contribution in technology must be documented as a contract (Article 5(4)), so a foreign investor contributing technology to its Vietnamese company completes both the capital contribution and an inbound technology transfer registration.
Technology appraisal of the project. Projects using restricted technology, or at risk of adverse environmental impact and using technology, must undergo technology appraisal or consultation at the investment approval or investment registration certificate stage (Article 13(2); construction projects: Article 13(3)), and the application includes an explanation of the technology (Article 32(1)(e) of Decree 96/2026/ND-CP). A project using the special investment procedure is exempt from technology appraisal but must disclose any use of restricted technology (Article 28(2) of the Investment Law 143/2025/QH15). Once the project operates, the authorities may order an independent inspection of its production lines (Article 32(3) of the Investment Law).
Technology transfer in foreign investment is voluntary and by agreement (Article 3(5a) of the Law on Technology Transfer); in LexData's reading there is no general requirement to sign a technology transfer contract as a condition of investing. For setting up the company that receives the contribution, see how to set up a foreign-owned company in Vietnam.
FAQ: technology transfer contract in Vietnam#
Is there an official template contract? No. The law only prescribes the 14 items in Article 23; the MOST forms are for requests and certificates, not for the contract itself.
Does licensing software or subscribing to a foreign SaaS product need registration? Software, algorithms and data have been technology subject matter since 1 April 2026 (Article 4(1)(b)). In LexData's view, a contract that grants the Vietnamese party rights to use source code, models or processes to build its own products or services looks like an inbound technology transfer and should be assessed for registration; a subscription to a service the provider runs is usually a service contract. There is no specific guidance on where the line falls.
Do contracts signed before 1 April 2026 have to be redone? No. They continue as agreed; only extensions, amendments and supplements made after that date follow the new law (Article 3(1) of Law 115/2025). Applications accepted before 1 April 2026 and still pending are handled under the old rules, including Decree 76/2018 (Article 3(2) of Law 115; Article 68(3) of Decree 101).
What if the 90-day deadline is missed? Article 31 sets no specific consequence for late filing; the more important point is that a contract subject to mandatory registration has no effect until the certificate is issued (Article 24(3)). This guide does not state a fine because LexData has not verified the administrative penalty decree currently in force for technology transfer; take advice before filing late.
A technology transfer contract in Vietnam often sits alongside an equipment supply agreement (international sale of goods contracts) or a distribution arrangement (commercial agency contracts). If you want the registration position, effective-date clause, pricing and tax of a technology licence, software licence or technology contribution checked before signing, LexData can draft or review it through its commercial contracts service.
