The Ministry of Science and Technology is currently seeking public input on the draft Decree that outlines detailed regulations for the establishment or participation in the establishment of businesses, and capital contribution to businesses, aimed at commercializing scientific research and technological development outcomes (hereafter referred to as “the Draft”).

In its comments, VCCI noted that Clause 4, Article 3 of the Draft defines commercialization as “bringing scientific research and technological development results into practical use to serve economic and social development.” However, this definition does not fully align with the commonly understood concept of “commercialization.”

From an economic perspective, “commercialization” is typically understood as the process of transforming scientific and technological research outcomes into marketable products or services, with the goal of generating profit and expanding market reach. The aim of commercialization extends beyond merely supporting socio-economic development — it also entails the effective application and monetization of innovations through business activity.

The Commercialization Process Must Accurately Reflect Its Business Nature and Market Value Creation

According to the Vietnam Chamber of Commerce and Industry (VCCI), the definition of the commercialization process should accurately reflect its true nature, including the business dimension and the creation of market value.

Therefore, VCCI recommends that the drafting committee consider revising and supplementing the relevant provision to clarify the definition and ensure it captures the full scope of commercialization — both as a business activity and as a means of generating market value.

Regarding the relationship between the provisions in the Draft Decree and the current Enterprise Law, VCCI notes that the Draft includes regulations related to the establishment or participation in the establishment of businesses, and capital contributions to businesses for the purpose of commercializing scientific research and technological development outcomes.

Given this overlap, VCCI emphasizes the need to review the Draft in relation to the Enterprise Law and proposes that the drafting committee take the following issues into consideration to ensure consistency across the legal framework.

Under Article 36, Clause 2 of the 2020 Enterprise Law, contributed assets used to establish a business must be valued either through mutual agreement among founding members or shareholders, or by a valuation organization. In cases where a valuation organization is used, the valuation must be approved by more than 50% of the founding members or shareholders.

Chapter II of the Draft outlines the types of assets that may be contributed and the valuation methods, which is appropriate for cases where public institutions are establishing enterprises — in such cases, asset valuation can be done either by the owner or by hiring a valuation firm.

However, in cases where a public institution contributes capital or participates in the establishment of an enterprise, the valuation result must still be approved by more than 50% of the founding members or shareholders. Therefore, in such instances, it is necessary to consider whether other shareholders or members agree with the valuation result.

To ensure consistency and smooth application, VCCI suggests the drafting committee further clarify the following issue:

If a public institution contributes capital, participates in founding a business, and carries out valuation in accordance with the Draft Decree, will this valuation automatically be recognized as the official value of the contributed asset? Or does it still require approval from the founding members or shareholders? If the valuation is not accepted, is the public institution required to revalue the asset or to accept the valuation agreed upon by the other founding members or shareholders?

Chapter IV of the Draft allows public institution officials to register as capital contributors, participate in founding enterprises, and take part in business management and operations.

VCCI agrees that this is consistent with Clause 4, Article 23 of the 2024 Capital Law (Luật Thủ đô), but notes that it is currently not in alignment with the 2020 Enterprise Law. The proposal to amend the Enterprise Law does include expanding the eligibility for business participation to public officials. However, until the amended Enterprise Law is officially passed, existing legal guidance on business registration still does not permit public officials to establish, manage, or operate businesses.

As such, once this Decree comes into effect, there will be no clear legal basis for implementing this provision. VCCI therefore urges the drafting committee to carefully consider the timing of the provision's effective date.

In addition, VCCI provided input regarding the principles for using public assets to establish or invest in enterprises, particularly in relation to asset valuation involving intellectual property rights, as outlined in Article 9 of the Draft.