1. Definition of Technology
Technology refers to a solution, process, or know-how, with or without accompanying tools or equipment, used to transform resources into products.12 Products or other utilities that are not directly used for technology are not considered technology.13
2. Objects of Technology Transfer
The transferable technology objects are detailed in Article 4.1 of the Law on Technology Transfer, as follows:
“1. The technology to be transferred includes one or more of the following objects:
- a)Technicalknow-how and technological know-how;
- b) Technological plans and processes; solutions, specifications, drawings, technicaldiagrams; formulas, computer software, datainformation;
- c) Solutions for production rationalization and technologicalinnovation;
- d) Machinery and equipment accompanied by any of the technologies specified at Pointsa, b, and c of this Clause.”
3. Forms of technology transfer
Forms of technology transfer is stipulated in Article 5 of the Law on Technology Transfer 2017:
“1. Independent technology transfer.
2. Technology transfer as part of the following activities:
a) Investment projects;
b) Capital contribution bytechnology;
c)Franchising;
d) Transfer of intellectual propertyrights;
đ) Sale and purchase of machinery and equipment stipulated at point d clause 1 Article
4 of this Law.
3. Other forms of technology transfer as provided by law”
The parties to a technology transfer transaction must enter into a technology transfer contract or include technology transfer terms in the relevant contracts as prescribed by law:14
- Technology Transfer Contract: for transfers under Clause 1 and point b Clause 2, Article 5 of the Law.
- Technology Transfer Contract or its Clauses/Annexes: for transfers under points a, c and d Clause 2 Article 5 of the Law.
4. Categories of Technology Transfer
| Encouraged Transfer | Restricted Transfer | Prohibited Transfer | |
| Legal basis | Article 9 of Law on Technology Transfer 2017 | Article 9 of Law on Technology Transfer 2017 | Article 11 of Law on Technology Transfer 2017 |
| Type of technology | 1. High technologies; accompanying machinery/ equipment of high technologies the transfer of which is encouraged under regulations of the law on high technologies.
2. Advanced technologies, new technologies and clean technologies that are suitable for socio-economic conditions of Vietnam shall be encouraged for transfer from foreign countries to Vietnam or domestically if any of the following requirements is satisfied: a) Produce high-quality and highly competitive products against those produced by the existing technology of the same type; b) Produce national key products from domestic findings on scientific research and technological development; c) Generate new manufacturing and processing services/ industries/ sectors; breed/ cultivate new varieties which have been tested; d) Save resources, energy or fuels in comparison with the existing technology of the same type in Vietnam; dd) Generate or use new or renewable energy; store energy in highly efficient way; e) Generate machinery/ equipment to improve educational and training quality; medical machinery/equipment and pharmaceutical products serving medical diagnosis and treatment, protection of human health and improve the physical strength for Vietnamese people; g) Discover, handle or forecast natural disasters or epidemic diseases; serve search and rescue activities; protect environment and cope with climate change and reduce the greenhouse gas emission; h) Assist the consistent production according production chains with high socio-economic efficiency; i) Create products which concurrently serve national defense, security and civil purposes; k) Develop and modernize traditional handicrafts. 3. Technologies; machinery/equipment accompanying the technologies which are mentioned in Point d Clause 1 Article 4 herein and exist in Vietnam, excluding the technologies prescribed in Clause 1 and Clause 2 of this Article, Clause 2 Article 10 herein; technologies operated by fuels which are domestically produced products or haft-way products are encouraged for transfer to foreign countries.
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1. The transfer of the following technologies from foreign countries to Vietnam or domestically shall be restricted:
a) Technologies that are no longer popular in industrialized countries; accompany machinery/equipment of such technologies; b) Technologies that use toxic chemicals or generate hazardous waste in conformity with the national technical standards and regulations; c) Technologies that make products by adopting genetic engineering; d) Technologies that use or create radioactive substances in conformity with the national technical standards and regulations; dd) Technologies that use resources or minerals the extraction of which is limited domestically; e) Technologies that are employed to propagate, raise or cultivate new varieties which are not yet tested; g) Technologies that are employed to create products adversely influencing on customs and habits, traditions and social ethnics. 2. The transfer of the following technologies from Vietnam to foreign countries shall be restricted: a) Technologies that are employed to create traditional products or perform production activities according to traditional know-how or use or create categories/ species of agricultural varieties, minerals or typical precious materials of Vietnam; b) Technologies that are employed to create products to export to the markets in which there are products competitive with the main export products of Vietnam.
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1. The transfer of the following technologies from foreign countries to Vietnam or domestically shall be banned:
a) Technologies that fail to satisfy regulations of laws on occupational safety and sanitation, protection of human health, resources and environment protection, and biodiversity; b) Technologies that are employed to create products adversely influencing on social – economic development or adversely influencing on the national defense and security or social order and security; c) Technologies that are no longer popularly used and transferred in developing countries and fail to satisfy national technical standards and regulations; d) Technologies that use toxic chemicals or generate hazardous waste that fails to satisfy the national technical standards and regulations on environment; dd) Technologies that use or create radioactive substances that fail to satisfy the national technical standards and regulations. 2. The transfer of technologies on the List of state secrets from Vietnam to foreign countries is also banned, unless otherwise stipulated by law.
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| Mandatory procedures | Certain technology transfers must obtain a Technology Transfer License. |
5. Technology Transfer Registration Process
5.1 Cases requiring technology transfer registration:
The following technology transfer activities must be registered with the competent authority, except for restricted technology transfers that have already been granted a Technology Transfer License:
- Transfers from abroad into Vietnam;
- Transfers from Vietnam abroad;
- Domestic transfers involving state capital or state budget funds, unless already certified under a science and technology task.
5.2 Registration procedure:
- Within 90 days from the conclusion of the technology transfer agreement, the party that is obliged to apply for registration of technology transfer shall send an application for Certificate of registration of technology transfer to the science and technology authority.15
- Within 05 working days from the receipt of sufficient application, the science and technology authority shall process the application and grant a Certificate of registration of technology transfer to the applicant. If an application is refused, a written response which specifies reasons thereof shall be given to the applicant.16
5.3 Validity of the Certificate:
The Technology Transfer License or Certificate takes effect from the date of issuance.17
6. Price and Payment Methods:18
- One-time or installment payments in cash or goods, including per-unit royalties based on output;
- Contributing technology value as capital in an investment project or enterprise (subject to valuation if using state capital);
- Payments based on a percentage of net sales, net revenue, or pre-tax profit;
- Or any combination of the above methods consistent with the law.
7. Duration:
- The duration of a Technology Transfer Contract is agreed upon by the parties,19 with no statutory limit. For transfers within investment projects, the duration cannot exceed the project’s validity period.
- The term of the License shall depend on the term of the technology transfer contract.
- The License duration corresponds to that of the contract and is automatically extended if the contract includes an auto-renewal clause.
8. Competent Authorities:
| Ministry of Science and Technology | Departments of Science and Technology | |
| Technology transfer through the implementation of investment projects | Technology transfer of investment projects in Vietnam that fall under the authority of the National Assembly, the Prime Minister, ministries, or central agencies to approve investment undertakings in accordance with the Law on Investment and the Law on Public Investment, as well as outbound investment projects.
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| Independent technology transfer and other forms
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9. State fees:21
- The amount of fee for assessment of a technology transfer agreement that is initially registered shall be equal to 0.1 % of the total value of that agreement but not exceeding 10 million and not less than 05 million dong.
- The mount of fee for assessment of a technology transfer agreement that is registered for amendment and supplement shall be equal to 0.1 % of the total value of the amended/supplemented agreement but not exceeding 05 million and not less than 03 million dong.
10. Required document for technology transfer:22
i. The application form for registration of technology transfer, which specifies the parties’ responsibility to ensure the compliance of contents of the technology transfer agreement with relevant laws;
ii. Technology Transfer Contract: Original or certified copy.
- If the contract is in English only: must be translated and notarized.
- The Technology Transfer Agreement must be initialed.
iii. Other Legal documents:
- Enterprise registration certificate of Transferor (consular legalization required);
- Passport of Transferor’s legal representative (consular legalization required);
- Enterprise registration certificate of Transferee (certified copy);
- Passport of Transferee’s legal representative (certified copy);
- Work permit of Transferee’s legal representative (if foreign).
(12) Article 2.2 Law on Technology Transfer 2017
(13) Government Online Newspaper, the term “technology” under the Law on Technology Transfer, Thuật ngữ “công nghệ” tại Luật Chuyển giao công nghệ (baochinhphu.vn).
(14) Article 5.4 Law on Technology Transfer 2017.
(15) Article 31.4 of Law on Technology Transfer 2017.
(16) Article 31.5 of Law on Technology Transfer 2017.
(17) Article 32.1 of Law on Technology Transfer 2017.
(18) Article 4 Decree 76/2018/ND-CP.
(19) Article 24..1 of Law on Technology Transfer 2017
(20) Article 13.2.a of Law on Technology Transfer 2017.
(21) Article 4.1 Circular 169/2016/TT-BTC.
(22) Article 31.3 of Law on Technology Transfer 2017.
Date written: 20/11/2025
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