Regulations on changes in intellectual property ownership during corporate mergers that enterprises should know

During the process of changing intellectual property ownership in corporate mergers, accurately determining the mechanism for transferring rights relating to trademarks, patents, copyrights, and other intellectual property assets is a main factor in ensuring legality and minimizing post-merger dispute risks. It is not merely a corporate legal issue, but also directly relates to maintaining brand value and the right to exploit intellectual property assets after corporate restructuring.

I. Introduction to issues relating to changes in intellectual property ownership during corporate mergers

For changes in intellectual property ownership in corporate mergers, rights relating to trademarks, patents, industrial designs, copyrights, and other intellectual property assets are generally transferred simultaneously with all assets, rights, and obligations of the merged enterprise under the mechanism of legal succession.

Such an issue concerns the re-registration of the new owner with competent State authorities, maintenance of protection validity, and assurance that commercial exploitation rights are not interrupted. In addition, enterprises must address matters such as licensing agreements, existing intellectual property usage rights, and obligations to notify changes in legal information after the merger.

II. Understanding changes in intellectual property ownership during corporate mergers

1. How are the concepts of ownership transfer and procedures for changing intellectual property ownership during corporate mergers defined?

In cases involving changes in intellectual property ownership during corporate mergers, the law provides as follows:

• Assignment of industrial property rights means that the owner of industrial property rights transfers ownership rights to another organization or individual (Clause 1, Article 138 of the Law on Intellectual Property 2005, as amended and supplemented in 2009, 2019, 2022, and 2025).
• The assignment of industrial property rights must be made in the form of a written contract (Clause 2, Article 138 of the Law on Intellectual Property 2005, as amended and supplemented in 2009, 2019, 2022, and 2025).
• In the case of corporate mergers, intellectual property rights are transferred under the mechanism whereby all rights and obligations of the merged enterprise are transferred to the receiving enterprise (Point c, Clause 2, Article 201 of the Law on Enterprise 2020, as amended and supplemented in 2025).
• After the transfer, the registration of changes in ownership of industrial property rights must be implemented with the competent State authority to ensure legal validity against third parties.

2. Which authority has jurisdiction to resolve and re-issue certificates after completing changes in intellectual property ownership during corporate mergers?

In cases involving changes in intellectual property ownership during corporate mergers, the law stipulates the following jurisdiction:

• Clause 1, Article 148 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Contracts for assignment of industrial property rights only take effect upon registration with the State authority responsible for industrial property rights.
• The authority competent to receive, examine, and record changes in ownership of industrial property rights is the Intellectual Property Office of Vietnam under the Ministry of Science and Technology.

Under the implementation mechanism, the Intellectual Property Office of Vietnam is the authority responsible for:

• Receiving dossiers for registration of ownership changes;
• Examining the validity of dossiers;
• Recording changes in ownership on protection titles;
• Re-issuing or recording new protection titles for the post-merger owner.

3. When is it necessary to distinguish between ownership transfer and licensing in relation to changes in intellectual property ownership during corporate mergers?

During the process of changing intellectual property ownership in corporate mergers, it is necessary to distinguish between ownership transfer (assignment) and licensing of rights in the following circumstances:

• Clause 1, Article 138 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Assignment of industrial property rights means that the owner transfers all ownership rights to another organization or individual. It applies where the merged enterprise transfers all intellectual property rights to the receiving enterprise, resulting in a change of ownership.
• By contrast, licensing of intellectual property rights merely permits the licensee to exploit the intellectual property within the agreed scope, while ownership rights remain with the licensor in accordance with intellectual property laws. Its mechanism applies where the enterprise only permits use of the intellectual property asset without transferring ownership.

4. How do changes in intellectual property ownership during corporate mergers affect the rights and interests of shareholders and investors?

• Clause 2, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025): After the merger, the receiving enterprise receives all lawful rights, obligations, and interests of the merged enterprise. The transfer of intellectual property rights to the new enterprise changes the asset structure, thereby directly affecting the value of shareholders’ contributed capital or shares.
• Point c, Clause 2, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025): The lawful rights, obligations, and interests of the merged enterprise are transferred to the receiving enterprise. Shareholders may experience changes in ownership ratios and voting rights due to changes in enterprise value after revaluation of intellectual property assets.
• Clause 1, Article 45 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Intellectual property rights are assets protected by law and may be transferred. Investors are indirectly affected because enterprise value largely depends on transferred brands, patents, and trademarks.
• Clause 1, Article 138 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Assignment of industrial property rights results in a change of ownership of intellectual property assets. It may affect strategies for exploiting intellectual property assets, thereby impacting investors’ expected profits.

III. Legal regulations relating to changes in intellectual property ownership during corporate mergers

1. What conditions must a merger agreement satisfy in order to serve as a legal basis for changes in intellectual property ownership during corporate mergers?

In cases involving changes in intellectual property ownership during corporate mergers, the conditions for a merger agreement to become legally effective are determined as follows:

• Clause 1, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025) determines intellectual property rights upon merger.
• Point a, Clause 2, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025) states mandatory content requirement of the merger agreement.
• Point b, Clause 2, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025) states procedural and disclosure requirements.
• Clause 3, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025) regulates a legal condition to ensure the legality of the merger transaction.
• Clause 4, Article 201 of the Law on Enterprise 2020 (as amended and supplemented in 2025) regulates the final step confirming completion of the legal effect of the merger.

2. What is the procedure for filing dossiers to record changes in ownership of protection titles at the Intellectual Property Office of Vietnam in relation to changes in intellectual property ownership during corporate mergers?

In cases involving changes in intellectual property ownership during corporate mergers, the procedure for filing dossiers to record changes in ownership of protection titles at the Intellectual Property Office of Vietnam is carried out as follows:

- Step 1: Preparation of dossiers: Pursuant to Clause 1, Article 58 of Decree No. 65/2023/ND-CP (as amended by Article 27 of Decree No. 100/2026/ND-CP), enterprises must prepare:

• A declaration form for registration of assignment of industrial property rights in the prescribed form;
• A contract for assignment of industrial property rights or legal documents evidencing the corporate merger;
• The original protection title (if any);
• Written consent of co-owners (where rights are jointly owned);
• A power of attorney (if filed through a representative);
• Proof of payment of fees and charges as prescribed by law.

- Step 2: Submission of dossiers to the competent authority: The dossier shall be submitted directly or through a lawful representative to the Intellectual Property Office of Vietnam.

- Step 3: Examination of dossiers: Pursuant to Article 59 of Decree No. 65/2023/ND-CP (as amended by Article 28 of Decree No. 100/2026/ND-CP), the competent authority shall examine the completeness and validity of the dossier; if deficiencies are identified, a notice requesting amendment or supplementation shall be issued; if the dossier is valid, the authority shall proceed with recording the assignment of industrial property rights.

- Step 4: Recording changes in ownership of protection titles: Pursuant to Clause 1, Article 59 of Decree No. 65/2023/ND-CP (as amended by Article 28 of Decree No. 100/2026/ND-CP), the Intellectual Property Office of Vietnam shall issue a decision recording the assignment, register the new owner on the protection title, update the National Register of Industrial Property, and publish the information in the Industrial Property Official Gazette in accordance with regulations.

IV. Questions relating to changes in intellectual property ownership during corporate mergers

1. How do conflicts commonly arise when enterprises fail to review licensing agreements before changing intellectual property ownership during corporate mergers?

• Clause 2, Article 148 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Agreements on the use of industrial property objects take effect according to the parties’ agreement and are enforceable against third parties once registered. Accordingly, existing licensing agreements continue to bind the post-merger enterprise.
• Conflicts regarding the scope of exploitation rights: The receiving enterprise becomes the owner but may not freely exploit the intellectual property if an exclusive license agreement or usage restrictions had already been granted prior to the merger.
• Conflicts between ownership rights and usage rights: Under the principle set out in Article 138 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025), ownership rights may be transferred, while usage rights under a licensing agreement continue to exist. It may result in a situation where the enterprise is both the owner and simultaneously restricted by the rights of the licensee.
• Conflicts in post-merger business operations: Failure to review licensing agreements beforehand may restrict the enterprise’s commercial exploitation activities or require it to continue performing obligations no longer aligned with its new business direction.

2. If the seller intentionally conceals intellectual property rights prior to the merger, how should violations relating to changes in intellectual property ownership during corporate mergers be handled?

• Clause 1, Article 127 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Acts infringing rights to trade secrets include accessing or collecting trade secret information by circumventing security measures implemented by the lawful controller, or disclosing or using trade secret information without the owner’s consent. Where the seller conceals or fails to transparently disclose trade secret information during the transaction process, liability may arise if such conduct is associated with unauthorized use or appropriation of information.
• Point c, Clause 1, Article 127 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Breaches of confidentiality agreements or acts of deception, inducement, bribery, coercion, enticement, or abuse of trust aimed at accessing, collecting, or disclosing trade secrets constitute violations. If the seller intentionally conceals information during merger negotiations, such conduct may be considered fraudulent or a breach of confidentiality obligations.
• Point e, Clause 1, Article 127 of the Law on Intellectual Property 2005 (as amended and supplemented in 2009, 2019, 2022, and 2025): Failure to fulfill confidentiality obligations under Article 128 of the same Law applies where the seller is obligated to provide or protect information but intentionally fails to do so adequately.
• Article 117 of the Civil Code 2015: A civil transaction shall be invalid where a party enters into the transaction due to deception. If concealment of intellectual property rights distorts the true nature of the merger transaction, the merger agreement may be declared invalid. In addition, Article 131 of the Civil Code 2015, if a transaction is declared invalid, the parties must restore to each other what they have received, and the party at fault must compensate for damages. The affected enterprise may request restitution of transaction value or claim damages incurred.

3. What sanctions apply to failure to register changes in intellectual property ownership during corporate mergers within the prescribed time limit?

In cases involving changes in intellectual property ownership during corporate mergers, failure to register changes in ownership in accordance with regulations may lead to the following legal consequences:

• Clause 1, Article 148 of the Law on Intellectual Property 2005 (as amended by Clause 9, Article 2 of the Law on Insurance Business and amendments to the Law on Intellectual Property 2019): Contracts for assignment of industrial property rights only become effective upon registration with the competent authority. Without registration, the transfer is not recognized against third parties.
• Clause 2, Article 148 of the Law on Intellectual Property 2005 (as amended by Clause 9, Article 2 of the Law on Insurance Business 2019 and amendments to the Law on Intellectual Property): Agreements on the use of industrial property objects only have legal validity against third parties once registered. It may result in disputes regarding exploitation rights and actual ownership.

4. What legal consequences arise when a third party files a complaint regarding ownership rights due to delays in changing intellectual property ownership during corporate mergers?

In cases involving changes in intellectual property ownership during corporate mergers, if an enterprise delays registration of the new owner and a third party files a complaint, the following legal consequences may arise:

• Clause 1, Article 148 of the Law on Intellectual Property 2005 (as amended by Clause 9, Article 2 of the Law on Insurance Business 2019 and amendments to the Law on Intellectual Property): Contracts for assignment of industrial property rights only become effective upon registration with the competent authority. If registration has not yet been completed, the new ownership rights are not enforceable against third parties, and third parties may continue disputing or asserting ownership rights.
• Clause 2, Article 148 of the Law on Intellectual Property 2005 (as amended by Clause 9, Article 2 of the Law on Insurance Business 2019 and amendments to the Law on Intellectual Property): Agreements on the use of industrial property objects only have legal validity against third parties once registered. Third parties may rely on the previous registration status to protect their own interests.
• Practical dispute consequences: Disputes regarding lawful ownership may arise, exploitation of intellectual property assets may be suspended, and enterprises may be required to temporarily cease use of intellectual property objects until a competent authority issues a determination.

V. Are you looking for a reputable legal expert to assist with issues relating to changes in intellectual property ownership during corporate mergers?

During the process of changing intellectual property ownership in corporate mergers, enterprises should engage a legal advisor to minimize risks relating to transfer procedures and registration requirements. NPLaw is a legal consultancy specializing in corporate and intellectual property matters, assisting enterprises in merger transactions, particularly with respect to:

• Reviewing and handling intellectual property rights before and after mergers;
• Advising on procedures for registering ownership changes with competent state authorities;
• Controlling legal risks and disputes relating to intellectual property assets.

To ensure rights and interests are fully protected and legal risks are minimized during the process of changing intellectual property ownership in corporate mergers, selecting a reputable consulting firm is a critical factor. With a team of experienced lawyers, professional working procedures, and a commitment to fast and accurate handling, NPLaw is always ready to accompany clients throughout every stage of the process. Contact NPLaw today for timely, effective, and optimal solutions tailored to your enterprise.

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