Nghị định 271/2025/NĐ-CP quy định về thành lập, tham gia thành lập doanh nghiệp, tham gia góp vốn vào doanh nghiệp để thương mại hóa kết quả nghiên cứu khoa học, phát triển công nghệ trên địa bàn thành phố Hà Nội

DECREE

ESTABLISHMENT, CO-ESTABLISHMENT OF ENTERPRISES, CONTRIBUTION OF CAPITAL TO ENTERPRISES FOR COMMERCIALIZATION OF RESEARCH AND DEVELOPMENT (R&D) OUTCOMES IN HANOI

Pursuant to the Law on Government Organization No. 63/2025/QH15,

Pursuant to the Law on Local Government Organization No. 72/2025/QH15;

Pursuant to the Law on The Capital No. 39/2024/QH15;

Pursuant to the Law on Public Employees No. 58/2010/QH12; the Law No. 52/2019/QH14 on Amendments to the Law on Cadres and Civil Servants and the Law on Public Employees;

Pursuant to the Law on Enterprises No. 59/2020/QH14, which is amended by Law No. 76/2025/QH15;

At the request of the Minister of Science and Technology;

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Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Decree elaborates Clause 4, Article 23 of the Law on The Capital regarding the following matters:

1. The establishment, co-establishment of enterprises, contribution of capital to enterprises for commercialization of R&D outcomes that are intellectual property of public higher education institutions, public vocational education institutions, and other public science and technology organizations located in Hanoi (hereinafter referred to as “public institutions”).

2. The participation of public employees working at the public institutions mentioned in Clause 1 of this Article in capital contribution, management and operation of enterprises established or co-established by those public institutions with the consent of the head of the respective public institution.

Article 2. Regulated entities

1. Public institutions that:

a) are headquartered in Hanoi;

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2. Public employees working at the public institutions specified in Clause 1 of this Article.

3. Other relevant organizations and individuals.

Article 3. Definitions

For the purposes of this Decree, the terms below shall be construed as follows:

1. Establishment of an enterprise means that a public institution defined in Clause 1 Article 2 of this Decree carries out enterprise registration procedures in accordance with enterprise laws in order to commercialize the R&D outcomes that are intellectual property of that public institution.

2. Co-establishment of an enterprise means that a public institution contributes capital together with the organizations, individuals, public employees specified in Clause 2 and Clause 3 Article 2 of this Decree to establish an enterprise in accordance with enterprise laws in order to commercialize the R&D outcomes that are intellectual property of that public institution.

3. Participation in contribution of capital to an enterprise means that a public institution contributes capital to an enterprise already established in order to commercialize the R&D outcomes that are intellectual property of public institution, or that public employees contribute capital to an enterprise already established in accordance with Clause 1 and Clause 2 of this Article.

Chapter II

CONTRIBUTED ASSETS AND VALUATION THEREOF

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Article 4. Types of assets public institutions may contribute as capital

1. Public institutions may contribute the following types of assets as capital:

a) Money from the career development fund;

b) Money from the science and technology development fund in accordance with regulations of law on science, technology, and innovation;

c) Lawful sponsorships, aid, or donations intended for capital contribution;

d) Money from other funds permitted by law for capital contribution;

dd) Intellectual property rights permitted by law for capital contribution;

e) R&D outcomes permitted for capital contribution in accordance with regulations of law on science, technology, and innovation;

g) Other assets permitted by law for capital contribution.

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a) Make sure the contribution serves the purpose of commercialization of R&D outcomes that are intellectual property of the same institution;

b) Use the assets in a public, transparent and lawful manner;

c) Fulfill all obligations regarding taxes, fees, charges, and other financial obligations to the State as prescribed by law;

d) Do not contribute classified inventions, land, security and defense works, or other assets prohibited from being used for capital contribution;

dd) Where asset valuation is required for capital contribution, it must be conducted in a public, transparent and lawful manner;

e) Submit reports on the operation and business performance of the enterprise established to commercialize R&D outcomes that are intellectual property of the public institution; facilitate supervision by competent authorities as prescribed by law.

Article 5. Authority to decide contribution of assets of public institutions as capital

The decision to contribute assets of a public institution as capital shall be made by the Management Council or School Council; in cases where the public institution does not have a Management Council or School Council, the head of the public institution shall make the decision.

Section 2. VALUATION OF ASSETS CONTRIBUTED AS CAPITAL

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1. The public institution shall select a consulting unit to determine the value of assets being intellectual property rights and R&D outcomes in accordance with bidding laws.

2. The valuation of intellectual property rights shall be carried out in accordance with intellectual property laws and valuation laws; the valuation of R&D outcomes shall be carried out in accordance with regulations of law on science, technology, and innovation.

3. On the basis of the results of valuation of assets that are intellectual property rights and R&D outcomes mentioned in Clause 2 of this Article, the competent body and person specified in Article 5 of this Decree shall decide the value of the public institution's assets that are intellectual property rights and R&D outcomes intended to be used for capital contribution.

Article 7. Valuation of other assets

1. The public institution shall select a consulting unit to determine the value of other assets in accordance with bidding laws.

2. The valuation of other assets used for capital contribution shall be consistent with market prices at the time of capital contribution and conformable with the valuation laws.

3. On the basis of the results of valuation of other assets mentioned in Clause 2 of this Article, the competent body and person specified in Article 5 of this Decree shall decide the value of the public institution's other assets intended to be used for capital contribution.

Chapter III

SCHEMES FOR ESTABLISHMENT OR CO-ESTABLISHMENT OF ENTERPRISES, PARTICIPATION IN CONTRIBUTING CAPITAL TO ENTERPRISES

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1. Public institutions shall prepare, or hire consulting units to prepare the schemes for establishment, co-establishment of enterprises, participation in contributing capital to enterprises; solicit opinions from cadres and public employees working at the public institutions to finalize the schemes and submit them to the competent authorities prescribed in Article 5 of this Decree for consideration and approval.

2. A scheme for establishment or co-establishment of an enterprise consists of:

a) The Basis for the proposal and objectives of the Scheme;

b) Current status of management and use of assets intended by the public institution to be contributed as capital;

c) The plan for using the assets of the public institution intended for capital contribution, including the contribution ratio, method of contribution, contribution plan, scope of authority, and responsibilities of the competent body or person with authority to decide the use of assets for capital contribution and valuation thereof;

d) Investment and business plan of the enterprise to be established for commercialization of R&D outcomes that are intellectual property of the public institution;

dd) Draft charter of the enterprise to be established;

e) Criteria for identifying public employees to participate in capital contribution; benefits for public employees participating in the management and operation of the enterprise as decided by competent body or person specified in Article 5 of this Decree on the basis of relevant provisions of the law on science, technology, and innovation and agreements between the relevant parties; responsibilities of the person with authority to appoint public employees and the public employees appointed as authorized representatives of the public institution at the enterprise, the public institution's public employees that participate in the management and operation of the enterprise;

g) Consent of the immediate superior authority in cases where the public employee appointed as the authorized representative of the public institution in the enterprise and to participate in management and operation of the enterprise is the head of the public institution;

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i) Other necessary contents.

3. The contents of the scheme for participation in capital contribution to an enterprise shall include the items specified in Points a, b, c, d, h, i Clause 2 of this Article and the charter of the enterprise in which capital contribution is proposed.

Article 9. Approving schemes for establishment, co-establishment of enterprises, participation in contributing capital to enterprises

1. The competent bodies and persons specified in Article 5 of this Decree shall consider approving the Schemes and take responsibility for the formulation and approval of the Schemes.

2. Contents of the approval for establishment or co-establishment of an enterprise:

a) The establishment, co-establishment of the enterprise;

b) The type of enterprise, charter capital, participating parties, and types of assets used for establishment or co-establishment of the enterprise;

c) Criteria for identifying public employees to participate in capital contribution; benefits for public employees participating in the management and operation of the enterprise as decided by competent body or person specified in Article 5 of this Decree; responsibilities of the person with authority to appoint public employees and the public employees appointed as authorized representatives of the public institution at the enterprise, the public institution's public employees that participate in the management and operation of the enterprise;

d) Plan for contribute the public institution's assets as capital for establishment or co-establishment of the enterprise;

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e) The capital contribution ratio, method of contribution, and capital contribution plan of the public institution and relevant parties; the capital contribution ratio and conditions for public employees of the public institution;

g) Agreement between the public institution and relevant parties on responsibilities of the parties to make sure the contribution serves the purpose of commercialization of R&D outcomes that are intellectual property of the public institution;

h) Other necessary contents.

3. After the scheme is approved, the enterprise shall be established and registered in accordance with the Law on Enterprises and its elaborating documents.

4. Contents of the approval for capital contribution to an enterprise:

a) The capital contribution to the enterprise;

b) The plan for contribute the public institution's assets to the enterprise as capital;

c) Method and plan for capital contribution;

d) Other contents prescribed in Point g and Point h Clause 2 of this Article.

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PUBLIC EMPLOYEES PARTICIPATING IN CAPITAL CONTRIBUTION, MANAGEMENT AND OPERATION OF ENTERPRISES

Article 10. Public employees participating in capital contribution for enterprise establishment

1. On the basis of the approved scheme, public employees working at the public institution may register for participating in capital contribution for establishment of the enterprise established or co-established by that public institution.

2. On the basis of the approved scheme and the reality of the public institution, its head shall decide whether to allow public employees to participate in capital contribution for establishment of the enterprise established or co-established by that public institution.

3. The rights, obligations, and responsibilities of public employees contributing capital, as well as those o the enterprise receiving capital contributions from public employees, shall comply with the enterprise’s charter and agreements between the parties.

Article 11. Public employees appointed as authorized representatives of public institutions at enterprises

1. On the basis of the approved scheme for establishment or co-establishment of the enterprise and the authority for public employee management, the head of the public institution shall decide appointment of public employees as authorized representatives of the public institution at the enterprise.

If the appointed public employee is the head of the public institution, this must be agreed by the immediately superior authority.

2. The decision to appoint public employees as authorized representatives shall specify the term of office or secondment, responsibilities, obligations and entitlements of public employees appointed as authorized representatives of the public institution at the enterprise, consistent with the approved scheme.

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Article 12. Public employees participating in management and operation of enterprises

1. On the basis of the approved scheme for establishment or co-establishment of the enterprise and the authority for public employee management, the head of the public institution shall decide appointment of qualified public employees to participate in management and operation of the enterprise. If the appointed public employee is the head of the public institution, this must be agreed by the immediately superior authority.

2. The decision to appoint public employees to participate in management and operation of the enterprise shall specify the term of office or secondment, working regime, salaries, bonuses, allowances, responsibilities, obligations and entitlements of the appointed public employees to the enterprise, consistent with the approved scheme.

3. A public employee may be appointed to participate in management and operation of an enterprise multiple times.

4. Rights of public employees when participating in management and operation of enterprises:

a) Receive salaries, bonuses, allowances that are not lower than the current rates of public employees and executive public employees;

b) Be appointed by the public institution to participate in management, operation, work, and be provided with benefits by the enterprise where the public employees work, including training, designation, pay raise, assessment, commendation, disciplinary actions;

c) Be assigned with appropriate works until the end of the term of enterprise management, operation and work. The benefits shall not be lower than those applicable when the public employees are appointed to participate in management, operation, work at the enterprise.

Article 13. Responsibility for public employee management

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2. The immediate superior authority of the public employee that is the head of the public institution has the right to change or terminate his/her role as authorized representatives of the public institution, his/her participation in management and operation of the enterprise; has the responsibility for public employee management in accordance with regulations of law on public employees and the approved scheme.

Article 14. Duties of public employees

Public employees who are authorized representatives of public institutions at enterprises, public employees who participate in management and operation of enterprises shall fulfill duties of public employees prescribed by public employee laws, enterprise laws, the enterprises' charters and agreements among parties; protect state secrets in accordance with public employee laws and relevant laws; protect the confidentiality of internal information in accordance with regulations of the public institutions or the enterprises; submit annual or ad hoc performance reports at the request of the public institutions or immediate superior authorities.

Chapter V

ORGANIZATION OF IMPLEMENTATION

Article 15. Responsibilities of regulatory bodies

1. The Ministry of Science and Technology shall take charge and cooperate with other Ministries, central authorities and the People’s Committee of Hanoi in monitoring, assessing, consolidating information and supporting annual reports on the implementation of this Decree to the Government of Vietnam by December 20.

2. The People’s Committee of Hanoi shall:

a) Direct public institutions affiliated to the People’s Committee of Hanoi to organize the implementation of this Decree and submit annual reports on implementation of this Decree to the Ministry of Science and Technology before November 30 for consolidation;

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3. Relevant Ministries and central authorities shall:

a) Direct affiliated public institutions to organize the implementation of this Decree and submit annual reports on implementation of this Decree to the Ministry of Science and Technology before November 30 for consolidation;

b) Formulate media and communication plans; provide guidance, assistance; manage, inspect, supervise the establishment or co-establishment of enterprises, contribution of capital to enterprises for commercialization of R&D outcomes that are intellectual property of public institutions.

Article 16. Responsibilities of public institutions

1. Organize establishment or co-establishment of enterprises, contribution of capital to enterprises for commercialization of R&D outcomes as prescribed by law.

2. Manage and allocate necessary resources for the activities prescribed in this Decree.

3. Manage and assign tasks to public employees participating in management and operation of enterprises established or co-established or invested in by such public institutions.

4. Before November 15 every year or whenever requested by the immediate superior authority, submit reports on the establishment or co-establishment of enterprises, contribution of capital to enterprises for commercialization of R&D outcomes that are intellectual property of such public institutions.

Article 17. Entry into force

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Article 18. Responsibility for implementation

Ministers, heads of ministerial-level agencies, heads of Governmental agencies, the President of the People’s Committee of Hanoi, relevant organizations and individuals shall be responsible for the implementation of this Decree.

ON BEHALF OF THE GOVERNMENT
PP THE PRIME MINISTER
DEPUTY PRIME MINISTER




Nguyen Chi Dung