Pursuant to Clause 4, Article 23 of the Law on the Capital 2024 (effective as of January 1, 2025), public science and technology organizations and public higher education institutions (“Public Science and Technology Institutions” or “Public STI”) are permitted to establish enterprises, contribute capital to enterprises, and allow their officials and managerial officers to contribute capital, participate in management, administration, and work in enterprises established or co-established by such institutions.
However, the legal framework for implementing the commercialization of research results by Public STI could only be effectively enforced following the adoption of Resolution No. 193/2025/QH15 dated February 19, 2025, on piloting a number of special mechanisms and policies to create breakthroughs in science, technology, innovation, and national digital transformation, as well as the promulgation of the Law Amending and Supplementing Certain Articles of the Law on Enterprises 2025, effective from July 1, 2025.
As the capital and the country’s leading innovation hub, Hanoi has been designated as the pioneering locality in implementing this policy. Accordingly, on October 15, 2025, the Government issued Decree No. 271/2025/NĐ-CP (“Decree 271”), providing detailed guidance on the above provisions of the Law on the Capital, specifically regulating the establishment, co-establishment, and capital contribution to enterprises for the commercialization of research results and technological developments under the intellectual property ownership of Public STI located in Hanoi.
1. Capital Contribution Assets of Public STI Must Be Valued by a Consulting Organization
+ Under Decree 271, Public STI may use all types of assets for capital contribution to enterprises, including donated or sponsored funds, funds from the science and technology development fund, intellectual property rights, or research and technology outcomes.
+ The value of contributed assets must be determined by a qualified consulting organization, serving as the basis for the competent authority of the Public STI (the Management Council, University Council, or the Head of the institution if no council exists) to make a decision.
2. Public STI Have the Autonomy to Develop and Approve Enterprise Establishment Proposals
+ Each Public STI must prepare (or may hire a consulting organization to prepare) a Proposal for establishing or contributing capital to an enterprise. The Proposal must specify the plan for using contributed assets, capital contribution structure, business and investment plan of the enterprise, and the mechanism for cooperation with investment or capital-contributing partners.
+ The approval authority for the Proposal lies with the competent body of the Public STI (the Management Council, University Council, or the Head of the institution if no council exists).
3. Officials of Public STI May Contribute Capital and Participate in Enterprise Management and Administration
According to Decree 271, based on the approved Proposal, officials of the Public STI may:
- Register to contribute capital to establish an enterprise;
- Be appointed as the authorized representative of the Public STI at the enterprise;
- Be assigned to participate in the management and administration of the enterprise.
Officials may be considered and approved by the competent authority if they meet the criteria and conditions stipulated in the approved Proposal and in accordance with current enterprise laws. A single official may be appointed multiple times as the authorized representative or may repeatedly participate in enterprise management and administration.
The competent authority to approve or appoint officials to perform the above duties is the Head of the Public STI, or the direct supervising authority if the Head of the institution personally assumes such responsibilities.
Decree 271 takes effect on October 15, 2025.
Comment: