In corporate operations, capital contribution by unvalued intellectual property assets is becoming increasingly common, particularly in creative and technology sectors. However, the failure to clearly determine the value of contributed assets may lead to numerous legal risks, disputes among members, and affect the transparency of charter capital. The following article analyzes the current situation, relevant legal provisions, and important considerations to help enterprises properly understand and minimize risks when implementing such a form of capital contribution.

I. Current situation relating to capital contribution by unvalued intellectual property assets

In practice, capital contribution by unvalued intellectual property assets is increasingly common, especially in start-ups and enterprises operating in technology and creative industries. Many individuals and organizations use intellectual property rights such as trademarks, software, inventions, etc. as capital contributions without conducting a specific valuation at the time of contribution.

However, the absence of a clear valuation mechanism can easily lead to inaccurate recording of charter capital, resulting in disputes among members and shareholders regarding ownership ratios and benefits. At the same time, it also creates potential legal risks for enterprises during operation, particularly in cases of inspection, audit, or transactions with third parties.

II. Concept of capital contribution by unvalued intellectual property assets

1. What is capital contribution by unvalued intellectual property assets?

Capital contribution by unvalued intellectual property assets refers to the case where an individual or organization uses intellectual property rights to contribute capital to an enterprise but has not yet determined the specific value of such assets in Vietnam Dong at the time of contribution.

Pursuant to Clause 1, Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), intellectual property rights are one of the types of assets permitted to be used for capital contribution, provided that they can be valued in Vietnam Dong. At the same time, Clause 1, Article 36 of this Law stipulates that contributed assets other than cash, gold, etc. must be valued and converted into Vietnam Dong.

In addition, Clause 3, Article 35 of the Law on Enterprise 2020 (amended and supplemented in 2025) provides that capital contribution shall only be deemed completed when lawful ownership of the contributed assets has been transferred to the company.

Accordingly, capital contribution by intellectual property assets without valuation does not fully satisfy legal requirements and may lead to difficulties in recording charter capital, determining ownership ratios, and creating legal risks during the operation of the enterprise.

2. Which intellectual property assets may be used for capital contribution to an enterprise?

Pursuant to Clause 1, Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), intellectual property rights are one of the asset types permitted to be used for capital contribution to an enterprise, provided that they can be valued in Vietnam Dong. Specifically, under intellectual property laws, intellectual property assets that may be used for capital contribution include:

  • Copyright and related rights (for example: software, written works, designs, etc.);
  • Industrial property rights such as trademarks, inventions, industrial designs, and trade names;
  • Rights to plant varieties;
  • Technical know-how and technology (considered contributed assets under Clause 1, Article 34 of the Law on Enterprise 2020, amended in 2025).

However, according to Clause 2, Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), only individuals and organizations that are lawful owners or have lawful rights to use the above-mentioned intellectual property assets are entitled to use them for capital contribution.

Accordingly, not all intellectual property assets may be used for capital contribution; they must simultaneously satisfy the conditions of lawful ownership and monetary valuation in accordance with the law.

3. Does the failure to value intellectual property assets affect the validity of capital contribution?

Failure to value intellectual property assets may directly affect the validity and recognition of completed capital contribution in an enterprise.

Pursuant to Clause 1, Article 36 of the Law on Enterprise 2020 (amended and supplemented in 2025), contributed assets other than cash must be valued and converted into Vietnam Dong. Therefore, without valuation, there is no basis to determine the value of the contributed capital portion and the ownership ratio of members and shareholders.

In addition, Clause 3, Article 35 of the Law on Enterprise 2020 (amended and supplemented in 2025) stipulates that capital contribution is only deemed completed when lawful ownership of the assets has been transferred to the company. Meanwhile, failure to conduct valuation often means that the content of capital contribution (value, ratio) has not been fully determined, and therefore, in practice, the contribution cannot yet be recognized as fully paid-up capital.

However, failure to value does not automatically invalidate the capital contribution agreement, but mainly leads to legal risks such as:

  • Disputes over ownership ratios and rights;
  • Incorrect recording of charter capital;
  • Risk of being required to revalue or adjust the contributed capital.

Accordingly, valuation of intellectual property assets is an important condition for fully and lawfully establishing contributed capital, ensuring transparency and stability in corporate operations.

III. Legal provisions relating to capital contribution by unvalued intellectual property assets

1. How does the Law on Enterprise 2020 regulate capital contribution by intellectual property rights?

Current enterprise law allows intellectual property rights to be used as contributed assets, but strict conditions must be met to ensure transparency and legality of charter capital.

  • Permitted intellectual property rights for contribution: Pursuant to Clause 1, Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), such rights are lawful assets for capital contribution if they can be valued in Vietnam Dong.
  • Entities entitled to contribute capital: Pursuant to Clause 2, Article 34, only individuals and organizations that are lawful owners or have lawful rights of use may use such assets for capital contribution.
  • Valuation requirement: Pursuant to Clause 1, Article 36, contributed assets must be valued and converted into Vietnam Dong; if the valuation is higher than the actual value, the relevant parties must jointly take liability and compensate for the difference (Clauses 2 and 3, Article 36).
  • Time of completion of capital contribution: Pursuant to Clause 3, Article 35, capital contribution is only completed when lawful ownership has been transferred to the company.

Capital contribution by intellectual property rights is lawful but is only recognized when all conditions relating to ownership rights, valuation, and transfer of asset rights are fully satisfied; otherwise, it may create significant legal risks for the enterprise.

2. What are the legal principles for valuation of contributed assets in the form of intellectual property?

The valuation of intellectual property assets contributed as capital must comply with strict principles under the Law on Enterprise 2020 (amended and supplemented in 2025) to ensure objectivity and avoid legal risks.

It must be valued and converted into Vietnam Dong: Pursuant to Clause 1, Article 36, contributed assets (other than cash) must be valued and expressed in Vietnam Dong.

Valuation methods: Pursuant to Clauses 2 and 3, Article 36, contributed assets may be valued based on:

  • Agreement among members and shareholders on the principle of consensus; or
  • Professional valuation by an appraisal organization (subject to approval by the relevant parties).

Liability for incorrect valuation: If assets are valued higher than their actual value, members, shareholders, and related persons must:

  • Jointly contribute the difference; and
  • Jointly take liability for arising damages.

The valuation of intellectual property assets must ensure objectivity, accuracy, and approval by the relevant parties; otherwise, legal liability and risks for the enterprise may arise.

3. Does capital contribution by unvalued intellectual property assets create legal risks for enterprises?

Capital contribution by unvalued intellectual property assets carries many legal risks for enterprises because it does not fully satisfy the conditions prescribed by the Law on Enterprise 2020 (amended and supplemented in 2025).

  • Lack of legal basis for determining charter capital and ownership ratio: Pursuant to Clause 1, Article 36, contributed assets must be valued and converted into Vietnam Dong. Without valuation, the enterprise cannot accurately determine the value of contributed capital and the rights of each party.
  • Risk that capital contribution is not recognized as completed: Pursuant to Clause 3, Article 35, capital contribution is only completed when ownership of the assets has been transferred to the company. Failure to value often results in incomplete documents and procedures for capital contribution.
  • Risk of liability for incorrect valuation: Pursuant to Clauses 2 and 3, Article 36, if a subsequent revaluation reveals that the assets were valued higher than their actual value, the relevant parties must jointly compensate for the difference and take liability for damages.
  • High possibility of internal disputes: Failure to clearly determine asset value from the outset may lead to disputes over ownership ratio, management rights, and profit distribution.

Capital contribution by unvalued intellectual property assets is not prohibited, but it entails many legal risks and disputes. Therefore, enterprises should conduct full and transparent valuation from the beginning to ensure legality and operational stability.

4. When is capital contribution by intellectual property assets deemed completed?

The time of completion of capital contribution by intellectual property assets is determined in accordance with regulations on transfer of ownership of contributed assets.

  • Pursuant to Clause 3, Article 35 of the Law on Enterprise 2020 (amended and supplemented in 2025), capital contribution is only deemed completed when lawful ownership of the contributed assets has been transferred to the company.
  • For intellectual property assets, such transfer is usually implemented through:
  • An agreement on assignment or licensing of intellectual property rights;
  • Registration with the competent state authority (for registrable subjects such as trademarks, inventions, etc.).

Capital contribution by intellectual property assets is only considered completed when the enterprise has officially become the owner or has lawful rights to use such assets, regardless of the time when the parties reached the capital contribution agreement.

IV. Questions relating to capital contribution by unvalued intellectual property assets

1. Who has the authority to value intellectual property assets when contributing capital to an enterprise?

Pursuant to the Law on Enterprise 2020 (amended and supplemented in 2025), the authority to value intellectual property assets contributed as capital belongs to the following entities:

  • Members and founding shareholders: Pursuant to Clause 2, Article 36, upon establishment of the enterprise, contributed assets are valued by members and founding shareholders based on the principle of consensus.
  • Valuation organizations: Contributed assets may be valued by professional appraisal organizations; the valuation result must be approved by more than 50% of the members and founding shareholders.
  • Owner, Members’ Council, or Board of Directors (during operation): Pursuant to Clause 3, Article 36, valuation of contributed assets during operation shall be agreed upon by these entities and the capital contributor, or conducted by a valuation organization.

The law allows valuation of intellectual property assets either through agreement or through professional valuation organizations, but approval by competent entities and responsibility for the valuation result must be ensured.

2. Is it mandatory to complete valuation before recording the contributed capital portion in charter capital?

Pursuant to the Law on Enterprise 2020 (amended and supplemented in 2025), valuation of contributed assets is mandatory before recording them in charter capital.

  • Pursuant to Clause 1, Article 36, contributed assets other than cash must be valued and converted into Vietnam Dong. It serves as the basis for determining the value of the contributed capital portion.
  • At the same time, pursuant to Point c, Clause 2, Article 35, the minutes of handover of contributed assets must clearly state the total value of contributed assets and the proportion in charter capital; therefore, if valuation has not been completed, the capital contribution dossier cannot be finalized.
  • In addition, pursuant to Clause 3, Article 35, capital contribution is only deemed completed when ownership of the assets has been transferred to the company, which is associated with clearly determining the value of the contributed assets.

The enterprise must complete valuation of intellectual property assets before recording the contributed capital portion in charter capital; otherwise, there will be no legal basis for determining ownership ratios, and risks and disputes may easily arise.

3. Can intellectual property assets still undergoing registration for protection be used for capital contribution?

Pursuant to Clause 2, Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), only lawful owners or persons having lawful rights of use may use assets for capital contribution. For intellectual property assets still undergoing registration for protection, ownership rights have not yet been fully established, therefore:

  • In principle, there is not yet a sufficiently solid legal basis for capital contribution;
  • If contribution is still made, risks may arise if the rights are not granted or become disputed.

The parties may agree on capital contribution, but this is legally unsafe and should be approached cautiously; it should only be implemented when ownership rights have been clearly established.

4. Is revaluation of intellectual property assets after capital contribution permitted?

Pursuant to Clause 3, Article 36 of the Law on Enterprise 2020 (amended and supplemented in 2025), during operation, contributed assets may be:

  • Revalued by agreement among the parties; or
  • Valued by a professional appraisal organization.

However, if it is discovered that the assets were valued higher than their actual value:

  • The relevant parties must jointly contribute the difference;
  • At the same time, they must take liability for any arising damages.

The law permits revaluation, but it is accompanied by legal liability in case of discrepancies.

5. Is it mandatory to hire an independent valuation organization when contributing capital by intellectual property assets?

Pursuant to Clauses 2 and 3, Article 36 of the Law on Enterprise 2020 (amended and supplemented in 2025), valuation of contributed assets may be conducted in either of the following ways:

  • Members and shareholders agree on the valuation; or
  • A professional valuation organization is engaged.

Accordingly, the law does not require enterprises to hire an independent valuation organization when contributing capital by intellectual property assets.

V. Why should you seek legal advice from NPLaw regarding issues of capital contribution by unvalued intellectual property assets

In matters relating to capital contribution by unvalued intellectual property assets, understanding and correctly applying legal regulations is the key factor in minimizing risks. Choosing a specialized consulting firm such as NPLaw brings many practical benefits:

  • Legal advice in compliance with regulations: Lawyers assist in determining conditions for capital contribution, valuation principles, and procedures for transfer of intellectual property rights in accordance with current regulations.
  • Minimization of legal risks: Early identification of risks such as incorrect valuation, insufficient conditions for capital contribution, or ownership disputes, thereby providing appropriate solutions.
  • Support in preparing comprehensive documentation and agreements:
  • Drafting capital contribution agreements, valuation minutes, and transfer documents to ensure completeness and legal compliance, thereby avoiding future disputes.
  • Assistance in dispute resolution: Representation and legal advice in resolving disputes arising among members, shareholders, or with third parties.

The above information is for reference purposes only. Should you require detailed advice regarding your specific case, please contact NPLaw Law Firm for immediate consultation.