Summary of the doctoral dissertation in law capital contribution to establish companies by intellectual property right under the vietnamese law nowadays

VIETNAM ACADEMY OF SOCIAL SCIENCES GRADUATE ACADEMY OF SOCIAL SCIENCES -L NGUYEN THI PHUONG THAO CAPITAL CONTRIBUTION TO ESTABLISH COMPANIES BY INTELLECTUAL PROPERTY RIGHT UNDER THE VIETNAMESE LAW NOWADAYS Major: Economic Law Major code: 9.38.01.07 SUMMARY OF THE DOCTORAL DISSERTATION IN LAW Hanoi - 2021 The dissertation completed at Graduate Academy of Social Sciences, Vietnam Academy of Social Sciences Supervisor: Assoc Prof Dr TRAN DINH HAO Reviewer 1: Prof Dr Nguyen Thi Mo Reviewer 2: Assoc Prof Dr Nguyen Thi Thuong Huyen Reviewer 3: Assoc Prof Dr Nguyen Thi Que Anh The dissertation will be defended at Graduate Academy Level Council of dissertation assessment at Graduate Academy of Social Sciences, Time: ………… date ……… month …… …year 2021 The dissertation may be found at: - Vietnam National Library; - Graduate Academy of Social Sciences Library INTRODUCTION The necessity of the research topic Capital plays a very important role to the existence and development of an enterprise in order for enterprise may form and operate Capital is formed since enterprise establishment and as a premise for the enterprise activities Traditionally, assets for capital contribution are often tangible assets such as money, factories and machines However, the more development society, the higher the human needs, the people themselves are aware of the great value of intangible assets in general and intellectual property in particular Despite of intangible assets, intellectual property is able to create immense material value, a solid strength and competitive advantage for owner Today's intangible asset is increasingly asserting the role as the basic factor that creates the enterprise's value and its competitiveness in the market Therefore, in the current period, enterprises are paying special attention to creating intellectual property, as well as exploiting intellectual property (IP) business through capital contribution to establish companies by this asset Bringing intellectual property right (IPR) into capital contribution has taken place for a long time and become a common thing in developed countries Meanwhile, in Vietnam capital contribution to establish companies by IPR was recognized by the enterprise law since the 1990s, but for a long time, the number of enterprises receiving capital contribution by this asset is very little, they are mainly foreign enterprises in Vietnam In the past 10 years, however, capital contribution to establish companies by IPR in Vietnam has had positive changes In fact, the use of IPR to establish companies is increasingly developing However, it is undeniable that capital contribution to establish companies by IPR in Vietnam is also facing many inadequacies such as difficulties of determining the legality of capital contribution and to assess IPR In addition, in many cases, individuals, organizations, businesses as well as state management agencies are very confused when contributing capital as well as solving problems arising from capital contribution to establish companies by IPR For a long time, the managers and state agencies have struggled to find out solutions for capital contribution with the brand “Song Da” or “Vinashin” The settlement has sometimes fallen into a deadlock due to the lack of legal basis for capital contribution to establish companies by this asset In the context of knowledge economy, the need for capital contribution by IPR in Vietnam is increasing However, capital contribution to establish companies by IPR has always legal risks for both capital contributor and receiver Therefore, with the distinct characteristics of IPR, compared to other types of capital contribution, regulations on capital contribution are general adjustment for all unsuitable assets Therefore, with an incomplete, unclear and non-specific legal corridor, the subjects will face many difficulties in capital contribution to establish companies by this asset and face with a lot of risks In Vietnam, capital contribution to establish companies by IPR is concerned by many people in both economic and legal aspects but there are not many research works related to this issue There are still many theoretical and practical issues about capital contribution to establish companies by IPR that need to further clarify to serve as the basis for capital contribution to establish companies by this asset as well as helping state management agencies to solve problems from this activity From the above analysis, the author has conducted the research titled “Capital contribution to establish companies by intellectual property right under the Vietnamese law nowadays” as her doctoral dissertation in law Research purpose and tasks By analyzing and clarifying theoretical issues and the reality of the law on capital contribution to establish companies by IPR, the dissertation aims to propose solutions to improve the law and the efficiency of law enforcement on capital contribution to establish companies by IPR in Vietnam in the coming years To address the above research purpose, the dissertation has the following tasks: First, review literature and clearly define theoretical basis, thereby determining the issues need to further examine Second, it analyzes and clarifies theoretical and legal issues on capital contribution to establish companies by IPR Third, it seeks to analyze and assess the reality of the law and practice of law enforcement on capital contribution to establish companies by IPR in Vietnam nowadays and points out the advantages, limitations and causes Fourth, it presents directions and solutions to improve the law and the efficiency of law enforcement on capital contribution to establish companies by IPR in Vietnam Research subject and scope 3.1 Research subject The research subject of the dissertation is theoretical issues on capital contribution to establish companies by IPR, the reality of the law and practice of law enforcement on capital contribution to establish companies by IPR in Vietnam, and the law of some countries on this issue 3.2 Research scope In terms of content: The dissertation examines the previsions of the law and the practice of law enforcement on capital contribution to establish companies by IPR in Vietnam Spatially: the dissertation examines the reality of the law and practice of law enforcement on capital contribution to establish companies by IPR in Vietnam on the basis of comparing with some countries around the world In term of time: the dissertation just frames up from 2006 up to now (since the 2005 IP law was issued) Methodology and research methods To clarify the research contents, the dissertation utilizes the Marxist-Leninist methodology on dialectical materialism and historical materialism; Ho Chi Minh's thoughts on the state and law; the Party and State's views on economic development in the period of renovation, building a socialist-oriented market economy, including legal development and protection of intellectual property Additionally, the dissertation also uses the following traditional and reliable research methods: (i) Synthetic and analytical research methods; (ii) comparative method; (iii) systematization method; (iv) Systematic, multidisciplinary and interdisciplinary approach to social sciences and humanities New contributions of the dissertation On the basis of selective inheritance of previous studies related to the issue of capital contribution to establish companies by IPR, the dissertation has new contributions as follows: First, the dissertation contributes to forming and clarifying the theoretical basis on capital contribution to establish companies by IPR and the law on capital contribution to establish companies by IPR The dissertation presents the concept and points out the nature of capital contribution to establish companies by IPR; clarifying the legal theoretical issues such as the concept, contents of law on capital contribution to establish companies by IPR Second, the dissertation systematically assesses the reality of the law and practice of law enforcement on on capital contribution to establish companies by IPR in Vietnam The dissertation tries to analyze fully and comprehensively the current state of the provisions of the law on capital contribution to establish companies by IPR in terms of forms, subject, object, company establishment contract and capital contribution agreement, and valuating IPR and capital contribution Especially, the dissertation seeks to analyze and assess the impact of new points of the 2020 Enterprise Law on capital contribution to establish companies by IPR Additionally, the study tries to assess the advantages and difficulties in the process of enforcing law on capital contribution to establish companies by IPR Third, the dissertation provides general directions and specific solutions to improve the law and the efficiency of law enforcement on capital contribution to establish companies by IPR in Vietnam The dissertation updates and proposes recommendation to improve the law on capital contribution to establish companies by IPR in Vietnam nowadays Thenceforth, it proposes specific solutions to improve the law and efficiency of law enforcement on capital contribution to establish companies by IPR Theoretical and practical significance of the dissertation Theoretically, the dissertation findings contribute to consolidating and completing the theoretical basis on capital contribution to establish companies by IPR, as well as completing the legal theory on this issue Practically, the dissertation can be seen as reference for building and implementing the law on capital contribution to establish companies by IPR of the state agencies, individuals, organizations and enterprises Additionally, the dissertation is also useful material source for researching, teaching and learning about this issue Structure of the dissertation Besides the introduction and conclusion, and references, the dissertation includes chapters: Chapter 1: Literature review Chapter 2: The theory of capital contribution to establish companies by IPR and the law on capital contribution to establish companies by IPR Chapter 3: The reality of the law and practice of enforcing law on capital contribution to establish companies by IPR in Vietnam nowadays Chapter 4: Directions and solutions to improve the law and efficiency of law enforcement on capital contribution to establish companies by IPR in Vietnam Chapter LITERATURE REVIEW AND THEORETICAL BASIS 1.1 Literature review 1.1.1 Theoretical issues on capital contribution to establish companies by IPR 1.1.1.1 Studies on the concept of capital contribution and capital contribution to establish companies So far there are many research works mentioned capital contribution and capital contribution to establish companies and capital contribution in different forms Most of research works argue that capital contribution and capital contribution to establish companies from economic and legal aspects Regarding the concept of capital contribution to establish companies, Pham Tuan Anh said that contributing capital to establish a company is to establish the company through transferring assets, knowledge or effort of the capital contributor to make the company’s capital According to Doan Thu Hong, “from an economic perspective, capital contribution to establish enterprises is contributions that the total of these contributions become the representative signs of the enterprise’s capital In essence, it is the “dowry” of each member when establishing the company Legally, capital contribution to establish companies means an individual or an organization transfers its ownership or the right to use asset into an enterprise to enjoy benefits from such enterprise It may be the right to enjoy income or the right to operate the enterprise’s operation 1.1.1.2 Studies on the concept, characteristics, and role of capital contribution to establish companies by IPR Previous research works mainly approached to the concept of capital contribution to establish companies and the concept of IPR Not many authors present directly the concept of capital contribution to establish companies by IPR such as Doan Thu Hong, Doan Thi Dung, Nguyen Quang Huy Characteristics of capital contribution to establish companies by IPR: some research works point out some characteristics of capital contribution to establish companies by IPR including the characteristics of capital contributors, order and procedure, term, subjects, to asses IPR and form of capital contribution Regarding the role of capital contribution to establish companies by IPR: the role of IP in enterprise has been mentioned by many researchers However, what is the role and meaning of capital contribution and capital contribution to establish companies by IPR for capital contributor and receiver have not been examined and explained intensively so far 1.1.1.3 Studies on capital contribution to establish companies by IPR and forms of commercialization of IPR Studying on commercial forms of IPR including Andrew J Sheman, Gordon V Smith and Russel L Parr, World Intellectual Property Organization (WIPO), The European IPR Helpdesk, Nguyen Ba Binh, Le Net, Phan Quoc Nguyen Basically, domestic and foreign research works have compared and evaluated the advantages and disadvantages of various forms of commercialization of IPR 1.1.1.4 Studies on the legal contents of capital contribution to establish companies by IPR In this dissertation, the legal content of capital contribution to establish companies by IPR mainly focuses on some basic aspects such as form of capital contribution, capital contributors, subjects, contracts, to assess IPR and implement capital contribution There are many domestic and foreign research works examine the legal contents of capital contribution to establish companies by IPR, including some studies by authors such as Carlos M Correa, Kamil Idris, Richard H Kjeldgaard and David R Marsh, Keith E Maskus, Le Net, Nguyen Ngoc Xuan Thao, Pham Van Tuyet and Le Thij Kim Gain, Kieu Thi Thanh, Farok J Contractor, European IPR Helpdesk, John Tuner, David H.Luthy, Vo Linh Giang, Doan Van Truong, Herry N Butler, Michael Klausner, Ngo Huy Cuong It can be seen that previous research works often focuse on some aspects of the legal content on capital contribution to establish companies by IPR 1.1.2 Studies on the legal status and the law enforcement on capital contribution to establish companies by IPR 1.1.2.1 Studies on the legal status of capital contribution to establish companies by IPR Regarding forms of capital contribution to establish companies by IPR: Although previous research works have not clearly mentioned and assessed the forms of capital contribution, it can be found that there are two basic forms of capital contribution including IPR transfer and transfer the right of using IPR Regarding capital contributor to establish companies by IPR: Currently, for research works examine the content of capital contribution to establish companies by IPR still have not the unity of content related to the capital contributor to establish companies by IPR Some authors argue that, only IPR owner has right to use IPR to contribute capital Additionally, another author argues that not only IPR owner has right to use IPR to contribute capital but also other entities such as transferee, subjects with prior use rights of industrial property and subjects receiving license to use IPR Regarding capital contributor to establish companies by IPR Third, implementing capital contribution by IPR 1.1.4 General assessment By reviewing literature relating to “capital contribution to establish companies by IPR under the Vietnamese law nowadays”, the author has some assessment as follows: First, there have been a large number of research works related to the dissertation in many different aspects and approaches Second, a number of issues have been studied fully and comprehensively, and reaching high consensus that the dissertation can absorb without analyzing and clarifying again Third, although there are a huge number of relevant research works, so far, there has not been any comprehensive, profound and systematic research work on capital contribution to establish companies by IPR in both theoretically and practically 1.1.5 The issues need to be further examined in the dissertation The dissertation continues to examine and clarify theoretical and practical issues on capital contribution to establish companies by IPR under the law, including: (i) Examining theoretical issues on capital contribution to establish companies by IPR including present the concept of capital contribution to establish companies by IPR in accordance with nature and characteristics of assets; identifying the nature of capital contribution to establish companies by IPR through comparing capital contribution by other assets and commercialization of IPR (ii) clarifying the legal content of capital contribution to establish companies by IPR including forms, capital contributor; objects; contract of establishing company and capital contribution agreement; valuating IPR and make capital contribution (iii) Analyzing and evaluating the current situation of Vietnamese law and the practice of enforcing the Vietnamese law on capital 11 contribution to establish companies by IPR, and pointing out advantages and limitations as well as causes (iv) Proposing recommendation and solutions to improve the law and the efficiency of law enforcement on capital contribution to establish companies by IPR on the basis of the current status of the law and the law enforcement in practice 1.2 Theoretical basis 1.2.1 Research theory The dissertation utilizes the following research theories: the theory of intellectual property in the enterprise; the theory of capital contribution in business; the theory of intellectual property rights; the theory of business freedom 1.2.2 Research questions and hypotheses Q1: What is capital contribution to establish companies by IPR? Why must the law be adjusted for capital contribution to establish companies by IPR? What is the content of the law on capital contribution to establish companies by IPR? H1: Theoretical awareness of the nature and role of capital contribution to establish companies by IPR in Vietnam today is not really complete and unified It is necessary to regulate the law for capital contribution to establish companies by IPR, accordingly, the content of the law must contain the necessary contents to ensure freedom of business, the right to exploit business over IP of IPR holder, as well as reducing risks in exploiting business for this asset Q2: What is the current situation of Vietnamese law on capital contribution to establish companies by IPR? What are the advantages and disadvantages of enforcing the law on capital contribution to establish companies by IPR? H2: the Vietnamese law has contained a number of basic contents governing activities of capital contribution to establish companies by IPR However, the law on capital contribution to establish companies 12 by IPR is not really consistent with the reality and development of the market economy and the trend of international integration leading to difficulties and obstacles for enforcing the law in practice Q3: What are recommendation and solutions to improve the law and the efficiency of the law enforcement on capital contribution to establish companies by IPR in Vietnam nowadays? H3: It is necessary to improve the law on the basis of current situation of the law as well as needs and forecasts on capital contribution to establish companies by IPR and the socio-economic development in Vietnam Building orientations and solutions should be based on national mechanisms and policies relating to IP, the socio-economic development as well as characteristics of property contribution to ensure consistency, uniformity, and feasibility of the law on capital contribution to establish companies by IPR, as well as improving the effectiveness of law enforcement in practice Chapter THE THEORY OF CAPITAL CONTRIBUTION TO ESTABLISH COMPANIES BY IPR AND THE LAW ON CAPITAL CONTRIBUTION TO ESTABLISH COMPANIES BY IPR 2.1 The theory of capital contribution to establish companies by IPR 2.1.1 The concept of capital contribution to establish companies by IPR 2.1.1.1 The concept of capital contribution to establish a company Capital contribution to establish a company means the subjects agree to contribute their assets to establish a company for exchanging ownership or co-owners of the company 2.1.1.2 The concept of capital contribution to establish a company by IPR 13 Capital contribution to establish a company by IPR means an agreement among parties, in which the owner of IPR transfers his/her property rights within the protected time and space into the receiving ownership right or coowner of the company to be established 2.1.2 Characteristics of capital contribution to establish companies by IPR First, capital contribution to establish a company by IPR means a form of capital contribution by property right Second, the object of capital contribution to establish a company by IPR is an intangible asset Third, capital contribution to establish a company by IPR is limited by space and time Fourth, capital contribution to establish a company by IPR is always limited by the proportion of IP capital in the total capital contribution Fifth, the valuation of assets to contribute capital to company establishment is the IPR to be hard to apply methods of valuing tangible assets and it is difficult to accurately value the IPR to contribute capital Sixth, capital contribution to establish a company by IPR is governed by the enterprise law and IP law 2.1.3 Comparing capital contribution to establish companies by IPR with capital contribution to establish companies by other assets Capital contribution to establish a company by IPR is one of the forms of capital contribution recognized by the laws of most countries However, due to the characteristics of the capital contributor is the IPR, this form of capital contribution has differences from capital contribution to establish a company by other assets such as forms, objects, term, space, and transferring assets into capital contribution 14 2.1.4 Comparing capital contribution to establish companies by IPR with other forms of commercial exploitation of IPR (i) Comparing capital contribution to establish companies by IPR in the form of transferring ownership and IPR (ii) Comparing capital contribution to establish companies by IPR in the form of transferring the right of using IP objects with IP objects and transferring commercial rights 2.1.5 The role of capital contribution to establish companies by IPR First, the recognition of capital contribution to establish a company by IPR will attract investment and technology transfer Second, capital contribution to establish a company by IPR increases the competitiveness of new business entities in market and business entities' ability to access foreign markets Third, using IPR to contribute capital to establish a company is to exploit effectively business of IPR and is also development of IP objects as well as increasing the value of IPR 2.2 Legal theory on capital contribution to establish companies by IPR 2.2.1 The concept of the law on capital contribution to establish a company by IPR The law on capital contribution to establish a company by IPR means the whole legal regulations governing social relations that arising from the process of using IPR to contribute capital to a company establishment 2.2.2 The content of the law on capital contribution to establish a company by IPR With the purpose and requirement of adjusting this capital contribution, the law on capital contribution to establish a company by IPR must contain the following basic contents: (i) Types of capital contribution; (ii) Capital 15 contribution subjects; (iii) Capital contribution objects; (iv) Contract of establishing company and capital contribution agreement; (v) assessing IPR to contribute capital (vi) Implement capital contribution Chapter THE REALITY OF THE LAW AND PRACTICE OF ENFORCING LAW ON CAPITAL CONTRIBUTION TO ESTABLISH COMPANIES BY IPR IN VIETNAM NOWADAYS 3.1 The reality of the law on capital contribution to establish companies by IPR in Vietnam 3.1.1 Regulations on forms of capital contribution to establish companies by IPR 3.1.2 Regulations on subjects contributing capital to establish companies by IPR 3.1.2.1 Regulations on capital contributors to establish companies by IPR To contribute capital to establish a company by IPR, the capital contributor must meet the following two conditions: First, individuals and organizations contribute capital must be people have right to contribute capital Second, the contributor must be the legal owner of the IPR to contribute capital 3.1.2.2 Regulations on the capital contribution receivers to establish a company by IPR In order to contribute capital to establish a company by IPR, the receiver is the company that will be established by capital contribution agreement of members and shareholders 3.1.3 Regulations on subjects contributing capital to establish a company by IPR The 2014 Law on Enterprises and the 2020 Law on Enterprises stipulate that assets contribute capital can be IPR However, if the 2014 law on enterprises stipulates that “assets contribute capital are 16 the value of IPR”, the 2020 law on enterprises defines that “assets contribute capital are IPR” 3.1.4 Regulations on contracts of establishing companies and capital contribution agreements by IPR 3.1.5 Regulations of assessing IPR to contribute capital First, the subjects of assessing IPR Second, the methods of assessing IPR Third, responsibilities of members and shareholders when the valuation is higher than the real value of assets at the end of the valuation 3.1.6 Regulations on capital contribution to establish companies by IPR 3.1.6.1 Transferring ownership of assets to contribute capital * Procedures for transferring ownership of assets to contribute capital * The term of transferring ownership of assets to contribute capital 3.1.6.2 Responsibilities for failure to contribute capital to establish companies by IPR 3.1.6.3 Responsibilities of capital contributors when IPR not belong to the legal ownership of the capital contributor or the documents protect IP objects was canceled 3.2 Practice of enforcing the law on capital contribution to establish companies by IPR in Vietnam today Compared with other forms of capital contribution to establish companies by other assets, contributing capital by IPR is not really popular in Vietnam With characteristics of IPR, using this asset is also quite limited when contributing capital to a company In recent years, however, capital contribution to establish companies by IPR has a positive change Specifically, IP objects contribute capital are increasingly expanded Not only objects such as inventions and 17 trademarks but also computer software, industrial designs, plant varieties are also used by IPR holders to contribute capital Along with the expansion IPR objects, industries and areas of business contribute capital by IPR have also been expanded Instead of using IPR to contribute capital to establish companies in specific industries and sectors in commercial activities, some other fields have approached the form of capital contribution by this asset For example, the entertainment sector, the computer software, the agricultural production sector and even medicine are also very popular with public hospitals use their “brands” to contribute capital to establish public - private hospitals In addition, by allowing the participation of appraisal organizations in assessing IPR has helped determining accurately the value of capital contribution IPR In addition to the above positive points, capital contribution to establish companies by IPR still exists problems: First, the form of capital contribution by IPR Second, in fact and in some legal documents, there are still two terms “trademark” and “trade name” Third, assessing IPR Fourth, the legality of the capital contributors and responsibilities of the stakeholders Fifth, transferring IPR to contribute capital 3.3 General assessment of the current status of the law and practice of law enforcement on capital contribution to establish companies by IPR in Vietnam 3.3.1 Achievements First, the law on capital contribution to establish companies by IPR is gradually improved Second, in fact, the law enforcement on capital contribution by IPR has complied with the basic provisions for capital contribution by this asset 18 3.3.2 Limitations, obstacles and causes By analyzing the current status of the law and practice of enforcing law on capital contribution to establish companies by IPR shows that some adjusted regulations on capital contribution to establish companies by IPR are still unclear and overlapped There are many problems but the law has not specific regulations, thus the law enforcement has met many difficulties and obstacles in practice Chapter DIRECTIONS AND SOLUTIONS TO IMPROVE THE LAW AND EFFICIENCY OF LAW ENFORCEMENT ON CAPITAL CONTRIBUTION TO ESTABLISH COMPANIES BY IPR IN VIETNAM 4.1 Completing the law on capital contribution to establish companies by IPR in Vietnam today Completing the law on capital contribution to establish companies by IPR is an inevitable requirement to ensure legal rights of intellectual property rights holders, ensuring favorable commercial exploitation of IPR and minimizes risks as well as promoting technology transfer to help Vietnam holding opportunities in the industrial revolution 4.0 4.2 Direction for completing the law on capital contribution to establish companies by IPR in Vietnam - Completing the law on capital contribution to establish companies by IPR must be consistent with commercial characteristics of IPR - Completing the law on capital contribution to establish companies by IPR must ensure business freedom and transfer IPR into business capital 19 - Ensuring the consistency and synchronization between the Enterprise Law, Intellectual Property Law and other relevant legal fields 4.3 Solutions to improve the law on capital contribution to establish companies by IPR in Vietnam 4.3.1 Completing regulations on forms of capital contribution to establish companies by IPR 4.3.2 Completing regulations on capital contributors to establish companies by IPR - Regarding the subjects who are not allowed to contribute capital to establish companies - Supplementing the guiding regulations on determining owners of IPR in some specific cases - Supplementing subjects who have rights to contribute capital to establish companies by IPR 4.3.3 Completing regulations on capital contributors to establish companies by IPR - Clearly stipulate IPR objects and the types of IPR that can be used for capital contribution - To stipulate specifically capital contribution will be IPR under the common ownership of individuals and organizations - Restricting capital contribution to establish companies by IPR during the exclusive license period - Supplementing regulations in the case of disputing IPR 4.3.4 Completing regulations on contract of establishing companies and capital contribution agreement Supplementing regulations related to the contract of establishing companies and the content of the capital contribution agreement 4.3.5 Completing regulations in assessing IPR to establish companies 20 - Supplementing regulations on cases must assess independently and responsibility of the price appraisal organization when assessing wrongly IPR to contribute capital - Abolishing regulations on forcing subjects are only applied valuation methods under the price appraisal standard number 13 4.3.6 Completing regulations on the implementation of capital contribution to establish companies by IPR - Amending regulations on transferring asset ownership as IPR - Stipulating specifically the change of assets to contribute capital for joint stock companies and limited partnership 4.4 Solutions to improve the efficiency of law enforcement on capital contribution to establish companies by IPR In order to improve the efficiency of capital contribution to establish companies by IPR, in addition to completing the provisions of the law on capital contribution to establish companies by IPR as well as having specific and detailed guidance for capital contribution by this asset, it is necessary to have the following solutions: First, the law should have more specific and detailed instructions on capital contribution to establish companies by IPR as well as consensus among legal documents related to capital contribution to establish companies by IPR Second, enterprises need to actively learn the provisions of the law on capital contribution to establish companies by IPR Third, increasing the coordination among relevant agencies in resolving issues related to IPR and the business registration agencies and proceeding-conducting agencies CONCLUSION Capital contribution to establish companies by IPR is a way of implementing IPR and also ensuring trading freedom of individuals, organizations and enterprises Capital contribution to establish 21 companies by IPR is interested by legal researchers and economists This is a significant and scientific research work By examining the theoretical and practical issues on capital contribution to establish companies by IPR, the author provides some following conclusions: Capital contribution to establish companies by IPR means an agreement of parties, in which, the owner of IPR transfers his/her assets within the protected time and space into ownership or coowner of the company This is a form of capital contribution and also a form of exploiting commerce over IPR Due to the nature of assets, capital contribution to establish companies by IPR has many distinct characteristics Capital contribution to establish companies by IPR plays a special role in implementing the rights of capital contributors, creating a competitive advantage in the market for companies as well as contributing to promoting technology transfer to develop the country’s economy To ensure the efficiency of capital contribution by IPR and minimize risks, it is necessary to adjust with legal tools The law on capital contribution to establish companies by IPR means the whole legal regulations governing social relations arising from the process that subjects use IPR to contribute capital to a company This is an important institution to be regulated by the laws of most countries In Vietnam, the law on capital contribution to establish companies by IPR has shown its role, creating a basic legal corridor for entities in exercising their legal rights over intellectual property However, over the years, the law has also revealed many limitations The content of the provisions of the law on capital contribution to establish companies by IPR is still unclear and overlapped as well as lack of specific regulations for this type of asset The Vietnamese law on capital contribution to establish companies by IPR has not really met the regulatory requirements for this activity, as well as the socioeconomic development today and the coming years The causes of 22 this situation include objective reasons of the socio-economic development and subjective causes of awareness, as well as responsibility of relevant subjects while building the laws Completing the law is an urgent requirement for now This is also the the State's viewpoints on the strategy of developing intellectual property From the reality of the law and practice of capital contribution to establish companies by IPR and comparing with some countries around the world, the dissertation has proposed directions and solutions to improve the law and the efficiency of enforcing the law Solutions include (i) the form of capital contribution; (ii) capital contributors; (iii) objects of capital contribution; (iv) the contract of establishing company and capital contribution agreement; (v) assessing IPR to contribute capital; (vi) implementing capital contribution With the above research results, the author hopes that the dissertation will contribute somewhat to the research, construction and implementation of the law on capital contribution to establish companies by IPR, especially in the current period when lawmakers are studying amending and supplementing the Intellectual Property Law and building the guiding documents of the 2020 Enterprise Law 23 The author’s published-papers list related to the dissertation Nguyen Thi Phuong Thao (2018), “Identifying capital contribution activities to establish companies by IPR”, Democracy and Law Magazine, No 11 (320), 2018, pp 31-34 Nguyen Thi Phuong Thao (2019), “Legal risks for capital contribution to establish companies by IPR and preventive solutions”, Democracy and Law Magazine, No (323), 2019, pp 29-32 24 25 ... 2: The theory of capital contribution to establish companies by IPR and the law on capital contribution to establish companies by IPR Chapter 3: The reality of the law and practice of enforcing... ESTABLISH COMPANIES BY IPR IN VIETNAM 4.1 Completing the law on capital contribution to establish companies by IPR in Vietnam today Completing the law on capital contribution to establish companies by. .. CONTRIBUTION TO ESTABLISH COMPANIES BY IPR 2.1 The theory of capital contribution to establish companies by IPR 2.1.1 The concept of capital contribution to establish companies by IPR 2.1.1.1 The concept