IS IT ALLOWED TO CONTRIBUTE BY INTELLECTUAL PROPERTY ASSETS?

COMPANY LAWYER

IS IT ALLOWED TO CONTRIBUTE BY INTELLECTUAL PROPERTY ASSETS?

Pursuant to:

Article 35, 36, 37 of Law on Enterprise.

Following that, capital contribution assets may be Vietnam Dong (VND), freely convertible foreign currencies , gold, land use right value, value of intellectual property rights, technologies, technical secrets, and other assets that can be assessed in VND. Therefore, individual, organization can contribute capital depending on the value of intellectual property rights’s object, including: license, industry property, seedling rights.

How to assess the intellectual assets

The Law on Enterprise prescribes about assessing contribution assets: “contribution assets other than VND, freely convertible foreign currencies, gold, must be assessed by members/general partners, founding shareholders, or professional valuation organizations, and expressed in VND”. Similarly, the value of intellectual property rights is assessed to contribute depending on unified rules of shareholder or professional valuation organization.

IS IT ALLOWED TO CONTRIBUTE BY INTELLECTUAL PROPERTY ASSETS?
IS IT ALLOWED TO CONTRIBUTE BY INTELLECTUAL PROPERTY ASSETS?

However, because of being invisible assets and determination it’s value/ determining value of it depends on following factors:

  • Features of the the invisible assets;
  • Legal status of owning invisible assets property  (including legally owning and using or illegally) ;
  • Assessment time;
  • Prospect of specific branch relating to and affect to the value of invisible assets;
  • Prospect of economys have affection to the value of invisible assets, including economy’s factors (inflationary, exchange rate,…) and the situation of domestic and foreign politics;
  • Informations: income ability,…
  • Informations relates to the invisible assets needing assessing;
  • Atrophy by the time,…

Therefore, assessment shall not reflect exactly the value of  intellectual property rights.

Transfer the contribution assets property rights?

When is the intellectual property assets considered as the capital?

Article 36 of Law on Enterprise prescribes:

  • If the asset ownership registration is mandatory or the asset is land use right value, the capital contributor must follow procedures for transferring the ownership of such asset or land use right to the company at a competent state agencies .
  • If the asset ownership registration is not mandatory, the capital contribution must be recorded in writing.
  • Shares or capital contributions be not VND , freely convertible foreign currency, are only considered paid after the legal ownership of such assets is transferred to the company.

Before transferring the ownership of capital contribution assets, the individual or organization owning such intellectual property rights shall be confirmed. Depend on that evidence, the intellectual assets are considered as the property with ownership registration  and are considered completing the transfer when legal ownership are moved on that company, it means parties performed the Transfer intellectual property rights contract and registrated to change owner at  the competent state agency.

LUAT SU RIENG (LSR) LAW FIRM

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