On 14 October 2025, Decree No. 268/2025/NĐ-CP was promulgated, providing detailed guidance for certain provisions of the Law on Science, Technology and Innovation concerning innovation; encouraging science, technology, and innovation activities within enterprises; recognition of innovation centers and support for creative startups; recognition of individuals and enterprises as innovative startups; infrastructure, networks, and the innovation startup ecosystem (“Decree 268”).
One of the most important issues for enterprises under Decree 268 is the establishment and operation of science and technology enterprises, because under the Law on Science, Technology and Innovation 2025, such science and technology enterprises will enjoy many preferential policies, priorities, and support from the State. Below, ATA Legal Services clarifies this issue:
1. Conditions for issuance of the Certificate of Science and Technology Enterprise (“Certificate”)
An enterprise may be granted a Certificate of Science and Technology Enterprise if it meets both general conditions and specific conditions according to its size. The size of the enterprise is determined pursuant to the legal regulations on supporting small and medium-sized enterprises.
1.1. General Conditions:
a) The enterprise is incorporated and currently operating in accordance with the Law on Enterprises.
b) The enterprise creates a science, technology, and innovation (“STI”) product derived from one of the STI research results that it legally owns or legally uses, including:
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Inventions; utility solutions; industrial designs; and semiconductor integrated‐circuit layout designs protected in Vietnam;
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Computer programs that have been granted a copyright registration certificate;
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New animal breeds; new plant varieties; new aquatic breeds; new forest plant varieties; technical advances that have been protected or recognized;
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STI research results that have been accepted, validated, or recognized in accordance with legal regulations;
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Technology acquired by technology transfer under a technology-transfer contract duly registered pursuant to the law on technology transfer.
1.2. Specific Conditions by Enterprise Size:
| Criterion | Large Enterprises | Medium Enterprises | Small and Micro Enterprises |
|---|---|---|---|
| Total R&D (STI) expenditure as a percentage of average net revenue | Minimum 2% of average net revenue over three consecutive fiscal years, or at least VND 200 billion/year on average over three fiscal years; if the enterprise has operated for less than three years, the average is calculated over the entire period since establishment, but not less than one full fiscal year. | Minimum 2% of average net revenue over three consecutive fiscal years; if operating under three years, average over entire operation period since establishment, but not less than one full fiscal year. | Minimum 2% of average net revenue over three consecutive fiscal years; if operating under three years, average over entire operation period since establishment, but not less than one full fiscal year. |
| Size and capability of R&D (STI) personnel | At least 10 staff with a university degree or higher, of which at least 5 must be Vietnamese nationals. | At least 5 staff with a university degree or higher, including Vietnamese nationals. | At least 2 personnel engaged in STI activities, including Vietnamese nationals, or hiring at least 2 experts from research institutions, educational institutions, or science and technology organizations. |
| Ratio of STI product revenue to total revenue | At least 30% of total revenue, or at least VND 90 billion/year on average over three fiscal years; if under three years of operation, average over the whole period since establishment, but not less than one full fiscal year. | At least 20% of total revenue over three fiscal years; if under three years, average over the whole period since establishment, but not less than one full fiscal year. | — |
| Achievements and STI research products | STI product must generate at least one of the following: + Exported to foreign markets; + Originates from technology on the Catalogue of Encouraged Technologies for Transfer under the law; + Awarded a national or international prize for quality or environmental performance. |
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Compared to Decree No. 13/2019/NĐ-CP, which guided science and technology enterprises, Decree 268 adds and clarifies three criteria for granting the Certificate: (i) the ratio of total STI research expenditure to average net revenue; (ii) the size/capacity of the R&D workforce; and (iii) the achievements of STI products. Moreover, the Decree distinguishes these criteria by relaxing requirements for smaller-sized enterprises. This regulation is appropriate, aiming to prioritize and facilitate small and medium enterprises in alignment with Politburo Resolution No. 68 on the development of the private economy.
2. Change in the Authority to Issue the Certificate of Science and Technology Enterprise
Previously, the Ministry of Science and Technology and the provincial People’s Committees were both competent authorities to consider and issue the Certificate, depending on the enterprise’s size, scope, the nature of its business or its products.
However, Decree 268 consolidates this into a single point of contact. Specifically, the provincial People’s Committee of the locality where the enterprise’s head office is located becomes the competent authority to receive applications, assess, and issue (and also amend, reissue, revoke, or annul) the Certificate.
Accordingly, upon issuance of the Certificate, the provincial People’s Committee is also responsible for notifying the relevant agencies involved in implementing incentive and support policies for science and technology enterprises, and for periodically updating data on Certificate issuance into the National Digital Platform for Science, Technology, and Innovation Management.
Decree 268 takes effect as of 14 October 2025./.
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