Licensing—Vietnam—Q&A guide
Licensing—Vietnam—Q&A guide

The following IP practice note provides comprehensive and up to date legal information covering:

  • Licensing—Vietnam—Q&A guide
  • 1. Are there any restrictions on the establishment of a business entity by a foreign licensor or a joint venture involving a foreign licensor and are there any restrictions against a foreign licensor entering into a licence agreement without establishing a subsidiary or branch office? Whether or not any such restrictions exist, is there any filing or regulatory review process required before a foreign licensor can establish a business entity or joint venture in your jurisdiction?
  • 2. Identify the different forms of licence arrangements that exist in your jurisdiction.
  • 3. Does legislation directly govern the creation, or otherwise regulate the terms, of an international licensing relationship? Describe any such requirements.
  • 4. What pre-contractual disclosure must a licensor make to prospective licensees?
  • 5. Are there any requirements to register a grant of international licensing rights with authorities in your jurisdiction?
  • 6. Is your jurisdiction party to the Paris Convention for the Protection of Industrial Property? The Patent Cooperation Treaty (PCT)? The Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPs)?
  • 7. Can the licensee be contractually prohibited from contesting the validity of a foreign licensor’s intellectual property rights or registrations in your jurisdiction?
  • 8. What is the effect of the invalidity or expiry of registration of an intellectual property right on a related licence agreement in your jurisdiction? If the licence remains in effect, can royalties continue to be levied? If the licence does not remain in effect, can the licensee freely compete?
  • 9. Is an original registration or evidence of use in the jurisdiction of origin, or any other requirements unique to foreigners, necessary prior to the registration of intellectual property in your jurisdiction?
  • More...

This Practice Note contains a jurisdiction-specific Q&A guide to licensing in Vietnam published as part of the Lexology Getting the Deal Through series by Law Business Research (published: November 2020).

Authors: Tilleke & Gibbins—Linh Thi Mai Nguyen; Tu Ngoc Trinh; Son Thai Hoang; Chi Lan Dang

1. Are there any restrictions on the establishment of a business entity by a foreign licensor or a joint venture involving a foreign licensor and are there any restrictions against a foreign licensor entering into a licence agreement without establishing a subsidiary or branch office? Whether or not any such restrictions exist, is there any filing or regulatory review process required before a foreign licensor can establish a business entity or joint venture in your jurisdiction?

In most cases, to enter into a licence agreement, the foreign licensor need not establish a business entity in Vietnam or a joint venture with a Vietnamese party. Establishing a subsidiary or branch office in Vietnam is optional. There are no restrictions against a foreign licensor entering into a licence agreement without establishing a subsidiary or branch office in Vietnam.

Foreign licensors who wish to establish a business entity in Vietnam have to satisfy certain conditions or restrictions imposed on foreign investors. Typical examples of these conditions and restrictions include, among other things:

  1. limitations on foreign ownership in certain sectors;

  2. business sector restrictions;

  3. requirements for forms

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