Business registration of science and technology organizations under the new legal framework, particularly Decree No. 265/2025/ND-CP (effective as of October 14, 2025) and Circular No. 119/2025/TT-BTC (effective as of December 15, 2025), requires founding entities to clearly understand the conditions, documentation, and procedural steps in accordance with updated regulations. The business registration of this type of entity is governed by a specialized legal regime, directly affecting governance structures and intellectual property asset management. The following article analyzes each legal step under the current regulatory framework.
The introduction of the new legal framework in late 2025 has fundamentally reshaped the operational model of science and technology organizations. Previously, Decree No. 08/2014/ND-CP (now expired) and Circular No. 03/2014/TT-BKHCN (now expired) revealed regulatory gaps due to the absence of a business management mechanism for these organizations, leading to uncontrolled commercialization activities. The current legal framework has now established clear regulatory boundaries.
Under current law, in order to commercialize research outcomes through service provision or trading activities, a science and technology organization can no longer rely solely on the Certificate of Science and Technology Activity Registration as before. Instead, the State imposes conditional requirements: the organization must carry out additional business registration procedures under Circular No. 119/2025/TT-BTC to enable independent tax accounting, or alternatively, proceed with conversion into or establishment of a science and technology enterprise under Decree No. 268/2025/ND-CP to formally enter the commercial market.
A science and technology organization shall be granted a Business Registration Certificate upon satisfying all conditions under Clause 1, Article 6 of Circular No. 119/2025/TT-BTC:
2.1. Registration Certificate for Science and Technology Organization issued by the National Agency for Science and Technology Information (under the Ministry of Science and Technology) and the Department of Science and Technology, which remains in effect;
Note on entities eligible for the Science and Technology Organization Registration Certificate under the new law. Under the old law, the entities eligible for the Registration Certificate were not specifically regulated in Decree No. 08/2014/ND-CP, the Law on Science and Technology 2013, or Circular No. 03/2014/TT-BKHCN.
According to the new regulation, Decree No. 262/2025/ND-CP, these entities are now specifically regulated in Clause 1, Article 9, whereby science and technology organizations include: academies, research institutes, research centers, laboratories, hospitals, higher education institutions, technology incubators, science and technology trading floors, technology transfer centers, organizations for technology assessment, appraisal, testing, and inspection, and other forms as decided by the Minister of Science and Technology.
This clear identification helps entities easily recognize the scope of their rights in the field of science and technology, while also granting them the right to direct access to the state budget and specific investment incentive packages
2.2. The registered business lines must not be prohibited from investment and must be consistent with and directly derived from the approved research fields, in accordance with Article 7 of this Circular and other relevant laws.
2.3. A valid business registration dossier.
Science and technology organizations are required to fully satisfy these conditions, as compliance enables them to raise investment capital, issue invoices, generate profits, and ensure the protection of intellectual property rights for researchers.
The business registration dossier constitutes the initial step in establishing the legal status of a science and technology organization for commercial purposes. The dossier includes:
3.1. Application for business registration of a science and technology organization in accordance with Form No. 1, Appendix issued together with Circular No. 119/2025/TT-BTC.
3.2. Certificate of Registration of Science and Technology Organization in accordance with Form No. 11, Appendix I issued together with Decree No. 262/2025/ND-CP, still valid.
3.3. Charter on organization and operation approved by the founding authority or organization.
3.4. A copy of the Investment Registration Certificate in cases where such certificate is required.
The business registration dossier comprises mandatory legal documents that must be prepared for recognition of lawful business status by the competent authority. Proper and accurate preparation from the outset not only shortens the appraisal timeline but also mitigates legal risks arising from premature commercialization of research outcomes prior to licensing.
Read more: Company charter: the legal foundation for business operations
The procedures for business registration of science and technology organizations are specified in Article 11 of Circular No. 119/2025/TT-BTC. Accordingly, dossiers may be submitted to the competent business registration authority through three methods: direct submission, postal service, or online submission via the public service portal. The competent authorities for issuing Business Registration Certificates to science and technology organizations are the Business Registration Offices under the Departments of Finance of provinces and centrally-run cities; and the Management Boards of industrial parks, economic zones, export processing zones, and high-tech zones of provinces and centrally-run cities, pursuant to Clause 1, Article 11 of this Circular and the National Public Service Portal.
Science and technology organizations may authorize individuals, organizations, or postal service providers to carry out registration procedures on their behalf, provided that the requirements under Clause 2, Article 11 of Circular No. 119/2025/TT-BTC are met, including a valid authorization letter.
The registration process is as follows:
4.1. Step 1: Submit one set of dossier to the competent authority via one of the above methods.
4.2. Step 2: Within 05 working days from receipt, the authority reviews the completeness and validity of the dossier. If the dossier is incomplete or invalid, a written request for amendment or supplementation will be issued.
4.3. Step 3: Within 15 working days from receipt of a complete and valid dossier, the authority conducts appraisal and issues the Certificate of Registration of Science and Technology Organization. In case of refusal, a written response stating reasons must be provided.
Note:
For online submission via the public service portal, the applicant uses an electronic identification account to log in to the National Business Registration Portal, declare information, upload electronic documents, and digitally sign or authenticate the dossier via the national identification application. The results will be returned through the information system for business registration of science and technology organizations.
The transition from the previous legal framework to the new system under Decree No. 265/2025/ND-CP and Circular No. 119/2025/TT-BTC introduces several critical considerations that organizations must carefully observe:
Many organizations still mistakenly assume that the Certificate of Science and Technology Activity Registration is sufficient for commercialization. Under the new legal framework, this is incorrect. Any service provision or trading activity derived from research outcomes requires a separate Business Registration Certificate under Circular No. 119/2025/TT-BTC. Failure to comply may result in administrative penalties and invalidation of commercial transactions conducted prior to registration.
Article 7 of Circular No. 119/2025/TT-BTC requires that registered business lines must directly derive from approved research fields and cannot be arbitrarily expanded into unrelated areas. This is a fundamental distinction from standard enterprise registration, where multiple unrelated business lines may be registered without demonstrating professional linkage. Organizations should carefully review their existing Certificate of Science and Technology Activity Registration before determining the business lines to be registered.
The Certificate of Science and Technology Activity Registration is a prerequisite and must remain valid at the time of dossier submission. Organizations should verify its validity period and renew it if necessary to avoid rejection due to expiration during the appraisal period of up to 15 working days.
Based on the above legal analysis, Lexsol provides the following practical recommendations to ensure effective implementation and risk mitigation:
6.1. Conduct a comprehensive review of existing legal documents before submission;
6.2. Carefully identify and verify appropriate business lines prior to completing the application;
6.3. Select a suitable submission method to optimize processing time;
6.4. Prepare a compliant headquarters plan with complete legal documentation (e.g., land use right certificate, ownership certificate);
6.5. Proactively plan post-licensing steps;
6.6. Consult Lexsol’s legal services if clarification is required to ensure a smooth and efficient registration process.
The establishment and business registration of a science and technology organization under the new legal framework impose stringent compliance requirements. A thorough understanding of applicable regulations and key legal considerations enables newly established legal entities to optimize tax incentives and mitigate risks in managing intangible assets. For further assistance, please contact Lexsol for timely legal consultation.
Lexsol is a team of young, dynamic lawyers with over 10 years of experience in advising and resolving legal matters for both domestic and international businesses.
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