Decree 101/2026/ND-CP Detailing Implementation of the Law on Technology Transfer
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Based on:101/2026/NĐ-CP - Government Official Gazette
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Decree No. 101/2026/ND-CP, issued on March 31, 2026, provides detailed guidance for implementing the Law on Technology Transfer No. 07/2017/QH14 as amended by Law No. 115/2025/QH15 and the Law on Science, Technology and Innovation No. 93/2025/QH15. The decree sets out the authority, dossier requirements and procedures for appraising or commenting on technology used in investment projects that involve technology on the Restricted Technology Transfer List, or projects posing environmental risk, at the stages of investment policy approval, investment registration certification, and investment decision. For businesses, particularly foreign investors and large enterprises undertaking projects with sensitive technology components, the investment dossier must now include a detailed explanation of the technology used, covering its origin, process flow diagram, risk factors, and mitigation measures. Appraisal outcomes are classified as one of three levels, "Satisfactory", "Not Yet Satisfactory", or "Unsatisfactory", and directly determine whether a project can proceed. The decree also governs technology transfer pricing and payment methods (including how net sale price is calculated after excluding value added tax, and the requirement for a technology valuation review when transfers occur between related parties under tax law), technology transfer registration, and the obligation to fully repay any state budget support or incentives received if the technology transfer registration certificate is later revoked. Organizations and individuals that develop or invest in their own technology may also proactively apply for a special-case technology appraisal at the provincial science and technology authority. The decree further establishes periodic and ad hoc inspection mechanisms over technology licensing and registration approvals, and over compliance with technology commitments throughout a project's lifecycle. Businesses running investment projects that use restricted technology, or engaging in intra-group technology transfers, should review their internal processes now to meet the new documentation requirements and statutory timelines.
Overview
Decree No. 101/2026/ND-CP (signed March 31, 2026, published in Official Gazette No. 218 dated April 16, 2026) details certain articles and implementation measures for the Law on Technology Transfer No. 07/2017/QH14, as amended by the Price Law No. 16/2023/QH15, the Law on Science, Technology and Innovation No. 93/2025/QH15, and Law No. 115/2025/QH15. It applies to all agencies, organizations and individuals involved in technology appraisal, technology transfer, and measures to encourage technology application and innovation.
Technology Appraisal for Investment Projects (Chapter II, Section 1)
For investment projects using technology on the Restricted Technology Transfer List, or projects with environmental risk, technology appraisal or comment takes place at one of three stages: investment policy approval, investment registration certification (for projects not subject to policy approval), or the investment decision stage (for construction-component projects).
Authority is tiered: the State Appraisal Council handles projects approved by the National Assembly; the Ministry of Science and Technology or the relevant line ministry handles projects approved by the Prime Minister; and provincial People's Committees handle the remaining projects.
The investment dossier must include an explanation of technology use covering: the chosen technology option; whether the technology falls on the restricted list; the rationale for selection; environmental, safety and health risks; and risk mitigation measures. Statutory timelines apply throughout: the receiving agency forwards the dossier within 2-3 working days; the lead agency requests coordinating opinions within 1 working day; coordinating agencies must respond within 5-8 working days; and if an Advisory Council is convened, its meeting must occur within 6-9 working days (policy approval stage) or 5-30 working days depending on project group (investment decision stage).
Appraisal conclusions fall into one of three tiers: "Satisfactory" (project may proceed to further approval), "Not Yet Satisfactory" (requires revision and re-appraisal), or "Unsatisfactory" (project does not qualify to proceed). Where an Advisory Council is used, a "Satisfactory" rating requires agreement from at least three-quarters of members, including the reviewing members.
The Advisory Council comprises a chairperson, vice-chairperson (if any), reviewing members, a secretary, and domestic or foreign experts, with at least 50% of members required to be specialists in the relevant technology field. Independent consulting organizations or experts may also be engaged, provided they have legal status, at least 5 qualified experts, and no conflicting interest in the project.
Special-Case Technology Appraisal (Chapter II, Section 2)
Organizations or individuals that develop or invest in their own technology may proactively apply for appraisal at the provincial science and technology authority where they are registered. The same dossier cannot be submitted to more than one provincial authority. The process includes: dossier review (3 working days), formation of an Advisory Council (15 working days), the council meeting (15 working days), and issuance of results (5 working days after the meeting). An appraisal result does not substitute for compliance with investment, environmental, safety, or conditional business line regulations.
Technology Lists, Pricing, and Transfer Registration (Chapter III)
The decree issues three technology lists as appendices: technologies encouraged for transfer (Appendix I), restricted from transfer (Appendix II), and prohibited from transfer (Appendix III), to be reviewed every three years or on an ad hoc basis.
On pricing and payment for technology transfer, parties may agree to lump-sum or installment payment, converting technology value into capital contribution, payment as a percentage of net sale price (after deducting value added tax, special consumption tax, and export duty), a percentage of net revenue, or a percentage of pre-tax or after-tax profit. Notably, where the transfer involves state capital or occurs between related parties, such as parent and subsidiary companies under tax law, pricing must go through a technology valuation review, and the tax authority may require a price audit.
Technology transfer registration procedures (Articles 20-21) and the issuance timeline for the registration certificate (5 working days from a complete dossier) are set out in detail. If a technology transfer registration certificate is later revoked, any organization or individual that received state budget support or incentives must repay the full amount within 20 working days of receiving notice.
Inspection and Supervision (Chapter IV)
The Ministry of Science and Technology, relevant line ministries, and provincial People's Committees are responsible for inspecting technology appraisal activities, the issuance of technology transfer licenses and registrations, and compliance with technology commitments for investment projects under special investment procedures. Inspection covers authority and scope, dossier and procedural compliance, independence and objectivity of appraisals, and adherence to committed technology explanations. Inspection conclusions are classified as sufficient to proceed, sufficient but requiring supplementation, or insufficient to proceed.
Note
The source copy of this decree available for this summary is cut off partway through Article 30 (inspection procedures), before reaching the effective-date clause. As a result, the decree's effective date could not be confirmed from this source and should be verified once a complete copy is available.