Legal regulations to be aware of regarding the transfer of industrial property rights in corporate mergers

I. Common legal risks related to the transfer of industrial property rights in corporate mergers

During the transfer of industrial property rights in corporate mergers, if legal documentation and intellectual property assets are not strictly controlled, enterprises may face various risks such as incorrectly identifying the lawful owner of the rights, ineffective or incomplete transfer agreements, omission of intellectual property assets during the merger process, or disputes with third parties concerning the right to use and exploit such assets. These risks may directly affect the value of the merged enterprise and disrupt business operations.

II. Understanding the transfer of industrial property rights in corporate mergers

1. What is the transfer of industrial property rights in a corporate merger?

In cases involving the transfer of industrial property rights in a corporate merger, the law provides as follows:

• Clause 1, Article 138 of the Law on Intellectual Property 2005 (amended and supplemented in 2009, 2019, 2022, and 2025): Assignment of industrial property rights means the transfer by the owner of industrial property rights of its ownership rights to another organization or individual. This serves as the legal basis for determining the transfer of industrial property rights between entities.
• Clause 1, Article 201 of the Law on Enterprises 2020 (amended and supplemented in 2025): A corporate merger is the transfer of all assets, rights, obligations, and lawful interests to the acquiring enterprise, while the merged enterprise ceases to exist. Industrial property rights are regarded as part of the assets transferred during the merger process.

The transfer of industrial property rights in a corporate merger refers to the transfer of ownership over intellectual property assets such as trademarks, inventions, and industrial designs from the merged enterprise to the acquiring enterprise under the mechanism of succession to all rights and obligations in accordance with the law.

2. What subjects are included in the transfer of industrial property rights in corporate mergers (trademarks, inventions, industrial designs)?

In cases involving the transfer of industrial property rights in corporate mergers, the transferred subjects are intellectual property assets protected by law, including:

• Trademarks: Signs used to distinguish the goods and services of enterprises, for which ownership rights may be entirely transferred during the merger.
• Inventions: Protected technical solutions classified as highly valuable intellectual property assets and transferable in merger transactions.
• Industrial designs: The external appearance of products, which are also subjects of industrial property rights eligible for transfer.

The transfer of industrial property rights in corporate mergers generally includes trademarks, inventions, and industrial designs to ensure that the acquiring enterprise fully succeeds to the intellectual property assets of the merged enterprise.

3. What is the role of intellectual property appraisal prior to the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in corporate mergers, intellectual property appraisal plays an important role in ensuring the accuracy and legal safety of the transaction:

• Clause 1, Article 201 of the Law on Enterprises 2020 (amended and supplemented in 2025): The merged enterprise transfers all assets, rights, and obligations to the acquiring enterprise. Industrial property rights constitute part of the assets that must be clearly identified before transfer.
• Accurately determining the scope of ownership rights: Appraisal helps clarify whether the enterprise is the lawful owner of the trademarks, inventions, or industrial designs, thereby preventing incomplete or incorrect transfers of assets.
• Valuation of intellectual property assets: Assists in determining the commercial value of each industrial property object as a basis for enterprise valuation in merger transactions.
• Identification of legal risks: Including disputes, expired protection validity, or rights currently restricted by licensing agreements.
• Supporting the transfer and registration process: Assists in preparing accurate documentation for procedures to record changes of ownership with the competent authorities.

Intellectual property appraisal prior to the transfer of industrial property rights in corporate mergers helps accurately determine ownership rights, evaluate asset value, and minimize legal risks during the merger process.

4. How does the transfer of industrial property rights in corporate mergers affect the brand value of the enterprise?

In cases involving the transfer of industrial property rights in corporate mergers, the transfer of intellectual property assets such as trademarks, inventions, and industrial designs directly affects brand value as follows:

• Clause 1, Article 201 of the Law on Enterprises 2020 (amended and supplemented in 2025): All lawful rights, obligations, and interests of the merged enterprise are transferred to the acquiring enterprise. Accordingly, brand value associated with intellectual property assets is also transferred and consolidated into the new enterprise.
• Enhancement of brand value: When trademarks, inventions, and industrial designs are transferred, the acquiring enterprise inherits the entire brand identity system and competitive advantages, thereby increasing the overall brand value.
• Impact on reputation and market share: Ownership of additional industrial property rights enables enterprises to expand market presence, strengthen credibility, and improve competitive positioning.
• Risks arising from incomplete transfer: If intellectual property assets are omitted or subject to disputes, brand value may decrease due to loss of exploitation rights or restrictions on use.

The transfer of industrial property rights in corporate mergers directly affects the increase or decrease of brand value, depending on the completeness, legality, and effectiveness of the transfer of intellectual property assets.

III. Legal regulations related to the transfer of industrial property rights in corporate mergers

1. What are the validity conditions for protection titles to enable the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in corporate mergers, a protection title is only eligible for transfer when the following legal conditions are satisfied:

• Clause 1, Article 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019): An industrial property rights assignment agreement is only effective upon registration with the competent authority.
• Clause 3, Article 93 of the Law on Intellectual Property 2005 (supplemented by Clause 29, Article 1 of the amended Law on Intellectual Property 2022): A protection title only has legal validity when it remains within the protection term prescribed by law and has not been terminated or invalidated.
• General principle of industrial property rights: Industrial property rights may only be transferred when the transferring party is the lawful owner and such rights are not subject to disputes or restrictions on disposal rights under the law.

A protection title may only be transferred when it remains legally valid, belongs to the lawful ownership of the enterprise, and has not been terminated or become subject to dispute, pursuant to Articles 93 and 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019).

2. What does the dossier include, including merger confirmation documents and registration forms for the transfer of industrial property rights in corporate mergers? What is the implementation procedure?

In cases involving the transfer of the right to use industrial property objects in corporate mergers, the dossier components and implementation procedures are determined as follows:

- Dossier components

Pursuant to Clause 1, Article 58 of Decree No. 65/2023/ND-CP (amended by Article 27 of Decree No. 100/2026/ND-CP), the registration dossier includes:

• Application form for registration of the agreement on the transfer of the right to use industrial property objects in the prescribed form.
• Agreement on the transfer of the right to use industrial property objects (original or certified true copy; where the document is in a foreign language, a Vietnamese translation must be attached).
• Written consent of co-owners (if the rights are jointly owned).
• Power of attorney (if the application is submitted through a representative).
• Receipts evidencing payment of fees and charges as prescribed by law.

Note: Each registration application only records one transfer step; where there are multiple transfer steps, separate dossiers must be submitted for each step.

- Implementation procedure

The registration shall be carried out at the People’s Committee of the province or centrally governed city according to the following procedures:

Step 1: Submission of the Dossier

• The enterprise shall submit one dossier directly or through its lawful representative to the competent authority.

Step 2: Examination of the Dossier

Pursuant to Article 59 of Decree No. 65/2023/ND-CP (amended by Article 28 of Decree No. 100/2026/ND-CP), the receiving authority shall examine the validity of the dossier:

• If the dossier is valid: the authority proceeds with further processing.
• If the dossier is incomplete or defective: a notice requesting amendment or supplementation shall be issued within 60 days.

Step 3: Issuance of the Certificate

If the dossier is valid, within 60 days from the date of receipt of the application, the competent authority shall:

• Issue the Certificate of Registration of the Agreement on the Transfer of the Right to Use Industrial Property Objects.
• Affix the registration seal to the agreement and return it to the applicant.

Step 4: Recording and Publication

• Submit information to the state authority responsible for industrial property rights management.
• Record the transfer in the National Register of Industrial Property.
• Publish the information in the Industrial Property Official Gazette in accordance with the law.

3. What are the main risks to be aware of when conducting the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in corporate mergers, enterprises may encounter several legal and practical risks, including:

• Risks relating to the validity of protection titles: Pursuant to Article 93 of the Law on Intellectual Property 2005 (supplemented by Clause 29, Article 1 of the amended Law on Intellectual Property 2022), protection titles are granted for a specific term and may be terminated or invalidated. If the rights have expired or are under dispute, the transfer may not have legal validity.
• Risks arising from failure to register the agreement: Pursuant to Article 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019), an assignment is only effective against third parties upon registration. Failure to register may result in disputes regarding ownership and exploitation rights.
• Risks of omission of intellectual property assets during the merger: Certain trademarks, inventions, or industrial designs may not be fully reviewed, leading to incomplete transfer of intellectual property assets.
• Risks arising from pre-existing licensing agreements: If prior licensing or usage agreements are not carefully reviewed, the new ownership rights may be restricted by third-party usage rights.

IV. Questions relating to the transfer of industrial property rights in corporate mergers

1. Is notarization or certification of the agreement mandatory for the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in corporate mergers, the law does not require the assignment agreement to be notarized or certified.

• Clause 2, Article 138 of the Law on Intellectual Property 2005 (amended and supplemented in 2009, 2019, 2022, and 2025): The assignment of industrial property rights must be conducted through a written agreement. The mandatory requirement concerns the written form, not notarization or certification.
• However, Clause 1, Article 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019) provides that the agreement is only effective upon registration with the competent authority. Therefore, the legal validity depends on registration rather than notarization.

2. When is it necessary to carry out publication or registration procedures relating to the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in corporate mergers, publication or registration procedures must be carried out in the following circumstances and at the following times:

• Clause 1, Article 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019): An agreement assigning industrial property rights only becomes effective upon registration with the competent authority. Therefore, registration procedures should be carried out immediately after execution of the agreement or completion of the merger to ensure legal validity.
• In cases of corporate mergers: Where the acquiring enterprise succeeds to industrial property rights from the merged enterprise pursuant to Article 201 of the Law on Enterprises 2020 (amended and supplemented in 2025), registration of the change of ownership must be conducted with the Intellectual Property Office of Vietnam to update the legal information.
• In cases involving agreements on the use of industrial property objects: Registration or publication is necessary to ensure recognition of third-party rights and to prevent potential disputes.

3. In cross-border mergers, which international regulations should be considered when conducting the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in cross-border corporate mergers, enterprises should pay attention to international treaties and principles governing intellectual property protection to which Vietnam is a party, including:

• The Paris Convention for the Protection of Industrial Property: Establishes the principles of national treatment and priority rights, ensuring recognition of industrial property rights among member states where mergers involve foreign elements.
• The TRIPS Agreement (Agreement on Trade-Related Aspects of Intellectual Property Rights): Establishes minimum standards for the protection, enforcement, and transfer of intellectual property rights, including trademarks, inventions, and industrial designs.
• The CPTPP and EVFTA Agreements (where applicable): Provide enhanced protection of intellectual property rights, transparency in registration procedures, and enforcement of rights in cross-border transactions.
• The principle of the national law of the country where protection is registered: Even where international treaties apply, the transfer must still comply with the laws of the country in which the industrial property rights are registered for protection.

4. How should disputes be handled where the seller conceals ownership rights prior to the merger, resulting in disputes over the transfer of industrial property rights in corporate mergers?

Where disputes arise because the seller concealed intellectual property ownership rights prior to the merger, enterprises should apply the following practical solutions:

First, collect and strengthen evidence: Enterprises should review all transaction documents (merger agreements, disclosure documents, correspondence, due diligence reports, etc.) to prove acts of concealment, misrepresentation, or incomplete disclosure by the seller.

Second, apply contractual remedies:

• Invoke representations and warranties clauses;
• Require the breaching party to remedy the breach and complete the transfer of intellectual property assets;
• Apply contractual penalties and claim damages in accordance with the agreement.

Third, request intervention from competent authorities: Where the parties cannot resolve the matter independently:

• Submit a request for dispute resolution before the Court or Commercial Arbitration;
• Request the industrial property management authority to suspend or review the registration of the transfer if there are indications of inaccuracies.

Fourth, request declaration of invalidity of the transaction (where necessary): If the concealment fundamentally affects the nature of the transaction, the enterprise may request the Court to declare the agreement invalid and seek restitution and compensation for damages.

Upon discovering acts of concealment relating to intellectual property ownership rights, enterprises should promptly gather evidence, apply contractual remedies, and proactively use dispute resolution mechanisms to protect their rights and minimize potential damages.

5. What are the legal consequences if an enterprise fails to carry out procedures for the transfer of industrial property rights in corporate mergers?

In cases involving the transfer of industrial property rights in corporate mergers where registration procedures are not conducted, the following legal consequences may arise:

• Clause 1, Article 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019): For industrial property rights established on the basis of registration, the assignment agreement only takes effect upon registration with the state authority managing industrial property rights. Therefore, if registration is not conducted, the assignment has not yet taken legal effect.
• Clauses 2 and 3, Article 148 of the Law on Intellectual Property 2005 (amended by Clause 9, Article 2 of the Law on Insurance Business and the amended Law on Intellectual Property 2019): Agreements on the transfer of usage rights take effect according to the parties’ agreement, but only have legal effect against third parties upon registration (except in certain cases prescribed by law). Consequently, without registration, the exploitation rights of the transferee are not protected in disputes involving third parties.
• Practical consequences: The transferee enterprise is not recognized as the lawful owner on the protection title; third parties may still identify the former owner as the lawful owner, thereby leading to disputes and restricting the enterprise’s rights to exploit, assign, or conduct transactions relating to industrial property assets after the merger.

V. Are you looking for a reputable legal expert to support matters relating to the transfer of industrial property rights in corporate mergers?

Where an enterprise requires consultation or assistance in carrying out the transfer of industrial property rights in corporate mergers, selecting a reputable legal consulting firm is extremely important to minimize risks and ensure compliance with legal procedures.

In Vietnam, law firms specializing in intellectual property and M&A matters, such as NP Law, provide comprehensive consulting services, including intellectual property due diligence, support for transfer registration procedures, and handling disputes arising during the merger process.

With experience in the fields of corporate law and intellectual property, NP Law assists clients in ensuring that the transfer process is conducted lawfully, comprehensively, and with full legal security, thereby maximizing the protection of the enterprise’s intellectual property value after the merger.

The above information is provided for reference purposes only. Should clients require detailed advice regarding specific cases, please contact NP Law Firm for immediate consultation.