How to resolve disputes over intellectual property rights associated with shares in compliance with the law?

Disputes over intellectual property rights associated with shares are becoming increasingly common and pose substantial legal risks to enterprises. How can disputes over intellectual property rights associated with shares be resolved in accordance with the law in order to protect shareholders’ legitimate interests and avoid prolonged legal consequences?

I. Current situation of disputes over intellectual property rights associated with shares

At present, disputes relating to intellectual property rights associated with shares have become a prominent legal issue, particularly among start-ups, technology enterprises, and businesses engaged in innovation activities. Intellectual property rights such as trademarks, inventions, software, and trade secrets are not merely intangible assets but also directly influence share value, shareholders’ interests, and the enterprise’s ability to raise capital.

However, due to the lack of clarity in capital contribution using intellectual property rights, transfer of usage rights, or establishment of ownership rights, many enterprises have encountered internal disputes among shareholders, founders, or between the company and individuals holding intellectual property rights.

II. Understanding disputes over intellectual property rights associated with shares

1. What is a dispute over intellectual property rights associated with shares?

A dispute over intellectual property rights associated with shares refers to conflicts arising among shareholders or between shareholders and the company regarding the establishment, use, valuation, or transfer of intellectual property assets (such as trademarks, inventions, copyrights, etc.) that have been or are being contributed as capital and connected to the shareholding ratio in the enterprise.

Such disputes often directly affect shareholders’ rights and interests, the company’s capital structure, and its corporate governance activities.

2. What assets may constitute intellectual property rights in a company related to shares?

In a company, intellectual property assets associated with shares are recognised as property rights under Article 105 of the Civil Code and may be used for capital contribution, valuation, or allocation of shareholders’ interests.

Specifically, based on Article 3 of the Law on Intellectual Property 2005 (as amended by Clause 1, Article 1 of the Law amending and supplementing certain articles of the Law on Intellectual Property 2009), common intellectual property assets include copyright and related rights in literary, artistic, scientific works and software; industrial property rights such as inventions, industrial designs, trademarks, trade names, and trade secrets; and rights to plant varieties.

When such rights are associated with capital contribution activities or enterprise value, they directly affect shareholding ratios and shareholders’ interests.

3. How can intellectual property rights be determined in cases involving share disputes?

First, legal documents establishing ownership rights must be reviewed, including certificates of protection (such as trademark registration certificates and patent certificates), assignment agreements, agreements on capital contribution using intellectual property rights, or shareholder agreements.

Next, consideration must be given to the timing of the creation of intellectual property rights (whether before or after capital contribution or incorporation of the company) and their origin (whether created by an individual shareholder or developed through the company’s investment, engagement, or assignment).

At the same time, competent authorities will evaluate the actual contributions of each party, the purpose of using the assets, and the recording of ownership in the company charter and shareholder register.

If the parties cannot reach an agreement, the Court or Arbitration Tribunal shall rely on such evidence to determine the lawful holder of intellectual property rights and the scope of rights associated with the shares.

III. Legal regulations relevant to disputes over intellectual property rights associated with shares

1. Which laws govern intellectual property rights associated with shares in enterprises?

At present, there is no separate legislation directly governing “intellectual property rights associated with shares” in enterprises; however, several important legal instruments regulate relevant matters as follows:

• The Law on Intellectual Property 2005 (as amended in 2009, 2019, and 2022) serves as the principal legal instrument governing intellectual property rights, including copyright, related rights, industrial property rights, and rights to plant varieties.
• The Law on Enterprises 2020 (amended in 2025), under Article 34, provides that assets contributed as capital may include intellectual property rights, technology, and other intangible assets capable of valuation in Vietnamese Dong, provided that the contributor is the lawful owner. 
• Article 115 of the Civil Code 2015 recognises intellectual property rights as property rights constituting lawful assets and capable of disposition under law (assignment, capital contribution, mortgage, etc.).
• Guidelines on valuation of intangible assets, such as Circular No. 37/2024/TT-BTC, also recognise the value of intellectual property rights within an enterprise’s total assets, an essential factor when determining the value of shares associated with intellectual property assets in transactions and disputes.

2. What legal procedures should be followed when resolving disputes over intellectual property rights associated with shares?

In practice, the following legal procedures are commonly undertaken:

• Reviewing relevant legal documents: Examining intellectual property certificates, the company charter, agreements on capital contribution using intellectual property rights, shareholder agreements, and valuation documents relating to contributed assets.
• Determining the intellectual property rights holder: Clarifying who is the lawful owner (individual or company), whether the rights have been assigned or merely licensed for use, and defining the scope of rights associated with the shares.
• Valuation of intellectual property rights: Conducting valuation in accordance with legal requirements to determine the value of related shares, particularly in disputes involving ownership ratios or voting rights.
• Negotiation and mediation, whether internal or outside litigation: Prioritising negotiation among shareholders or mediation through lawyers and mediation organisations to minimise operational risks.
• Commencing legal proceedings or dispute resolution:
  + Filing a lawsuit before a competent Court; or
  + Resolving the dispute through commercial arbitration where a valid arbitration agreement exists.
• Applying asset preservation measures (where necessary): Requesting interim emergency measures to prevent share transfers or unlawful exploitation of intellectual property rights during dispute resolution.

3. What consequences may disputes over intellectual property rights associated with shares cause to enterprises?

Disputes over intellectual property rights associated with shares may result in serious consequences for enterprises in both legal and business aspects, including:

• First, disruption of business operations. Where ownership of intellectual property rights (trademarks, software, inventions, etc.) has not been clearly determined, the enterprise may be restricted from exploiting or using such assets or even required to suspend related activities.
• Second, depreciation in share value and enterprise value. Intellectual property rights are often core assets creating corporate value. Prolonged disputes undermine investor confidence and directly affect share valuation, capital mobilisation capability, and share transfer transactions.
• Third, significant legal risks and costs. Enterprises may face litigation, compensation obligations, legal expenses, valuation costs, and the risk of transactions involving capital contribution through intellectual property rights being declared invalid.
• Fourth, adverse impacts on shareholders’ interests and internal governance. Such disputes may lead to shareholder conflicts, imbalance in voting rights, and paralysis of important corporate decisions.
• Finally, negative effects on reputation and brand value. Public disputes concerning intellectual property rights may damage the enterprise’s market image and have long-term adverse effects on relationships with business partners and customers.

IV. Questions regarding disputes over intellectual property rights associated with shares

1. Which types of intellectual property rights may give rise to disputes associated with shares?

The types of intellectual property rights that may lead to disputes associated with shares are generally intangible property rights with substantial economic value that are owned, exploited, or contributed as capital by enterprises as provided under Article 3 of the Law on Intellectual Property 2005 (supplemented by Point a, Clause 71, Article 1 of the Law amending and supplementing the Law on Intellectual Property 2025), including:

• Copyright and related rights: Rights relating to literary, artistic, scientific works, computer software, databases, and similar works may be exploited by the company or used as contributed capital, thereby contributing to the value of shares.
• Industrial property rights: Including inventions, industrial designs, trademarks, trade names, and geographical indications. Once registered and protected, these rights become important intangible assets that may affect valuation and shareholders’ interests in the event of disputes.
• Rights to plant varieties: Although less common in technology or brand-oriented businesses, such rights also constitute protected intellectual property rights under law and may be associated with shares if contributed as capital or commercialised.

2. How are shareholders’ interests protected in cases involving disputes over intellectual property rights associated with shares?

First, shareholders’ fundamental rights are not automatically deprived merely because an IP dispute exists, including the right to attend and vote at the General Meeting of Shareholders; the right to receive dividends; pre-emptive rights to purchase newly issued shares; and the right to freely transfer shares (Points a, b, c, and d, Clause 1, Article 115). These rights enable shareholders to preserve economic interests attached to their shares even where share value is affected by IP-related disputes.

Second, shareholders or groups of shareholders meeting the statutory ownership threshold (from 5% or more) are entitled to access information and request inspection and supervision of transactions and agreements relating to IP assets which may constitute contributed capital or core corporate assets (Clause 2, Article 115). It serves as an important mechanism allowing shareholders to control risks arising from the establishment, transfer, or exploitation of IP rights.

Third, where IP disputes seriously affect shareholders’ interests or involve signs of misconduct by the Board of Directors, shareholders may request the convening of a General Meeting of Shareholders, request review of management responsibility, or initiate legal proceedings to protect their lawful rights and interests in accordance with procedural laws.

3. What actions must a company take under legal regulations when a dispute over intellectual property rights associated with shares occurs?

When a dispute over intellectual property rights associated with shares arises, a company should conduct a series of legal obligations and remedial measures appropriate to the circumstances, including:

• Reviewing, collecting, and preserving evidence relating to intellectual property rights and share ownership rights, including certificates of protection, capital contribution agreements, internal arrangements, and documents establishing the rights and obligations of the parties for use as legal grounds and evidence in dispute resolution.
• Conducting negotiations and internal discussions among shareholders and management to seek amicable solutions before escalating disputes externally, thereby reducing costs and resolution time.
• Applying dispute resolution mechanisms agreed upon by the parties where the capital contribution agreement or company charter provides for commercial arbitration; selecting an appropriate arbitration institution to ensure effectiveness and legal enforceability.
• Initiating proceedings before a competent Court where negotiation and arbitration fail or where no valid arbitration agreement exists. .
• Implementing interim measures in accordance with court orders (if any) to preserve intellectual assets and share value during litigation and prevent substantial losses caused by prolonged disputes.
• Complying with decisions issued by competent authorities, including enforcement of arbitral awards or court judgments, while updating and amending intellectual property registration records or shareholder records where required by regulatory authorities.

4. In which circumstances may a shareholder not be protected in disputes over intellectual property rights associated with shares?

A shareholder may not receive legal protection in disputes concerning intellectual property rights associated with shares in the following circumstances:

• Failure to satisfy legal standing requirements: Under current corporate laws, shareholders may only initiate legal proceedings or request dispute resolution if they hold the minimum required shareholding ratio. Failure to meet such conditions prevents reliance on litigation mechanisms.
• No direct impact on lawful interests: If the intellectual property dispute does not directly cause damage to the shareholder’s specific rights and interests (for example, where the shareholder does not hold relevant ordinary shares or has no direct economic loss), courts or arbitral tribunals may reject protection claims.
• Violation of internal corporate rules or the company charter: In certain cases, if a shareholder seeks intervention but fails to comply with procedures prescribed by the company charter, their interests may not receive full legal protection.
• Restrictions attached to the relevant class of shares: Certain classes of shares (for example, preference shares without voting rights) may restrict shareholders’ rights to vote, initiate proceedings, or request annulment of resolutions, resulting in limited protection in disputes concerning intellectual property assets associated with shares.

V. Are you looking for an experienced and reputable lawyer to assist with issues relating to disputes over intellectual property rights associated with shares?

If you are facing difficulties relating to disputes over intellectual property rights associated with shares, NPLaw is a reliable legal service provider to support you. With extensive experience in corporate and intellectual property matters, NPLaw’s lawyers assist clients in assessing legal risks, developing appropriate legal strategies, and maximising protection of the lawful rights and interests of both shareholders and enterprises.

The above information is provided for reference purposes only. Should you require detailed advice for a specific matter, please contact NPLaw Firm for prompt legal consultation.