Capital contribution by software
Contributing capital by software is a new method to Vietnamese enterprises. When applying this method, enterprises need to notice matters concerning the objects and subjects of capital contribution, procedures to contribute capital, etc., to avoid fines.
According to provisions of law, software or computer program is a genre of work entitled to copyright protection, which may be used as an asset to contribute capital to a business or as a means of payment for the shares purchased by enterprises.
During the establishment of an enterprise, assets contributed as capital, which are neither Vietnam Dong nor freely convertible foreign currency nor gold, must be valuated by the enterprise’s members or founding shareholders following the principle of consensus or by a professional valuation organization. If the assets contributed as capital are valued to be higher than their actual value at the time of contribution, the members or founding shareholders will jointly be liable for the debts and other asset obligations of the enterprise equivalent to the difference between the valuated and actual values of the contribute assets at the end of valuation.
The assets contributed as capital during the operation process will be valued based on the agreement between the enterprise and capital contributor or valued by a professional valuation organization. In case a professional valuation organization carries out the valuation, the value of the assets contributed as capital must be approved by the capital contributor and the enterprise. If the contributed assets are valued to be higher than their actual value at the time of contribution, the capital contributor or the valuation organization and the enterprise’s legal representative will jointly be liable for the debts and other asset obligations of the enterprise equivalent to the difference between the valuated and actual values of the contribute assets at the end of valuation.
Enterprises intentionally incorrectly valuating assets contributed as capital from their actual value shall be fined with 25 million to 30 million Vietnam Dong. It is important to know that even after receiving the transferred ownership of software or computer program, enterprises are only the owner of asset rights (the rights to reproduce, distribute, or lease, etc.) and the right to publish or permit others to publish the software or computer program; however, enterprises are not entitled to name or to be the real owner of the software or computer program.
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