Decree No. 80/2007/NĐ-CP on Science and Technology Enterprises

DECREE

On science and technology enterprises
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Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Law on Science and Technology dated June 9, 2000;

Pursuant to the Enterprise Law dated November 29, 2005.

Considering the proposal of the Minister of Science and Technology.

DECREE

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. Scope of Regulation.

This Decree stipulates on the establishment of science and technology enterprises and the State's support and preferential policies for science and technology enterprises.

2. Applicability.

The applicability of this Decree includes Vietnamese organizations and individuals; foreign organizations and individuals who have legitimate ownership or usage rights over scientific research and technological development results and have the need to establish science and technology enterprises.

Among the aforementioned subjects, public scientific research and technological development organizations and public science and technology service organizations that carry out organizational and operational transformations to establish science and technology enterprises are collectively referred to as public science and technology organizations.

Science and technology enterprises as defined in this Decree are enterprises established, managed, and operated by the subjects specified in Clause 2, Article 1 of this Decree, in accordance with the Enterprise Law and the Law on Science and Technology.

The main activities of science and technology enterprises include producing and trading goods formed from scientific research and technological development results and implementing scientific and technological tasks. In addition to these activities, science and technology enterprises may also engage in the production and trading of other types of goods and provide other services in accordance with the law.

Article 3. Scientific Research and Technological Development Results

1. Scientific research and technological development results (referred to as scientific and technological results) serve as the basis for issuing a Certificate of Science and Technology Enterprise.

2. Some factors determining scientific and technological results.

Scientific and technological results are outcomes of scientific and technological tasks (programs, topics, projects, research and development initiatives), technology incubation results; carried out by the subjects specified in Clause 2, Article 1 or transferred from other individuals or organizations; funded by state budget or other sources; recognized by competent state management agencies for usage or ownership rights...

The Ministry of Science and Technology shall provide detailed guidance on the factors determining scientific and technological results.

Article 4. Purpose of Establishing Science and Technology Enterprises

To create favorable conditions for organizations and individuals to implement the application of scientific and technological results in production and business; to promote the commercialization of products resulting from scientific and technological activities; to develop the technology market, contributing to national economic and social development.

Chapter II
ESTABLISHMENT OF SCIENCE AND TECHNOLOGY ENTERPRISES

Article 5. Procedure for Establishing Science and Technology Enterprises

1. The subjects specified in Clause 2, Article 1 of this Decree (excluding public science and technology organizations) shall establish science and technology enterprises according to the following procedure:

a) Prepare the business registration dossier in accordance with the Enterprise Law to establish the enterprise and register the business at the competent business registration authority;

b) After being established, the enterprise prepares the dossier to apply for certification as a science and technology enterprise to be submitted to the local Department of Science and Technology where the enterprise's headquarters is located for examination and issuance of the Certificate of Science and Technology Enterprise.

2. Public science and technology organizations establishing science and technology enterprises shall follow the following procedures:

a) Develop a proposal for organizational and operational transformation to establish a science and technology enterprise to be submitted to the competent state management authority for approval;

b) Prepare the business registration dossier in accordance with the Enterprise Law to establish the enterprise and register the business at the competent business registration authority;

c) After being established, the enterprise prepares the dossier to apply for certification as a science and technology enterprise to be submitted to the local Department of Science and Technology where the enterprise's headquarters is located for examination and issuance of the Certificate of Science and Technology Enterprise.

Article 6. Construction and Approval of the Plan for Organizational and Operational Transformation

1. Construct the plan.

a) Public science and technology organizations shall construct the Plan for Organizational and Operational Transformation to establish a science and technology business under the form of a limited liability company with two or more shareholders or a joint-stock company;

b) The content of the plan must clearly specify the capital in the form of money and assets (office premises, factories, research equipment, working tools, land use area, scientific and technological results...) owned by the state that are proposed to be transferred to public science and technology organizations to contribute capital to the science and technology business; the arrangement and reassignment plans for staff and civil servants, and other relevant contents according to the guidelines of the Ministry of Science and Technology.

2. Approve the plan.

The head of the competent state management agency shall be responsible for examining and approving the Plan for Organizational and Operational Transformation of subordinate public science and technology organizations.

The Ministry of Science and Technology shall provide detailed regulations on the content of the Plan for Organizational and Operational Transformation of public science and technology organizations, guide the construction and approval of the plan, and determine the competent state management agency to approve the plan.

Article 7. Documents for Registration and Certification of Science and Technology Business

1. The documents for registration and certification of science and technology businesses of the subjects specified in Clause 2, Article 1 of this Decree (excluding public science and technology organizations) include:

a) Application for certification of a science and technology business;

b) Certificate of Enterprise Registration;

c) Production and business projects.

The content of the production and business project must clearly explain the products expected to be produced and traded from scientific and technological outcomes, and the conditions ensuring production and business activities. Attached to the project are documents confirming the lawful right to use or own scientific and technological outcomes.

2. The documents for registration and certification of science and technology businesses of the subject being public science and technology organizations, in addition to the documents stipulated in Clause 1 of this Article, must also include the Decision of the competent state management agency approving the Plan for Organizational and Operational Transformation.

The Ministry of Science and Technology shall provide detailed regulations on the content of the documents for registration and certification of science and technology businesses, guide the examination and issuance, and revocation of the Certificate of Science and Technology Business.

1. Provincial and centrally-administered city Departments of Science and Technology where the headquarters of the science and technology business is located shall be the competent authority to examine, issue, inspect, handle violations, and revoke the Certificate of Science and Technology Business.

2. Within a maximum period of 30 working days from the date of receiving complete documents, the Department of Science and Technology shall be responsible for examining and appraising the registration documents and issuing the Certificate of Science and Technology Business. In case of non-issuance, within the aforementioned period, the Department of Science and Technology must respond in writing and clearly state the reasons.

3. Businesses are not required to pay fees when registering for the Certificate of Science and Technology Business.

4. The Certificate of Science and Technology Business has the same validity as the Registration Certificate for Scientific and Technological Activities.

Article 9. Effectiveness of the Science and Technology Business Certificate

1. The Science and Technology Business Certificate serves as the basis for considering the implementation of support and preferential policies for science and technology businesses.

2. The Science and Technology Business Certificate shall be effective from the date of issuance until the end of the period during which the business enjoys tax exemption or reduction on corporate income tax as stipulated in Clause 2, Article 10 of this Decree.

Chapter III
SUPPORT AND PREFERENTIAL POLICIES

Science and technology businesses are entitled to enjoy support and preferential policies prescribed by law for businesses and certain specific support and preferential policies listed below.

1. Being considered by competent state management agencies to be granted the right to use or own scientific and technological results belonging to the State.

Science and technology businesses are not entitled to the above preferential provisions for financial years that do not meet the conditions set forth.

3. Reasonable expenses incurred in scientific research and technological development activities, production, trade, services, and other activities carried out in accordance with the law may be deducted when calculating taxable income.

5. Enjoying preferential credit investment policies of the Vietnam Development Bank, the Science and Technology Development Fund, and other funds as prescribed by law to implement investment projects for production and trade.

6. Being prioritized in using research equipment serving scientific research and technological development activities at national key laboratories, technology incubators, business incubators, and state-owned scientific and technological research institutions.

7. Enjoying free consulting and training services from technology incubators and business incubators established by state agencies.

8. Being prioritized by industrial park management boards, export processing zone management boards, economic zones, high-tech zones, and local People's Committees for land leasing and infrastructure provision at the lowest price as prescribed by law.

Article 11. Certain Provisions Applicable to Science and Technology Businesses with Participation of Public Scientific and Technological Organizations

1. Public scientific and technological organizations can be assigned capital and assets belonging to the State by competent state management agencies to contribute to science and technology businesses, the value of which constitutes the State's investment capital in the science and technology business. For State-owned assets that cannot be assigned, the science and technology business may purchase or lease them according to the law.

2. After being issued the Science and Technology Business Certificate, public scientific and technological organizations can be assigned once the operating budget corresponding to the time of organizational and operational transition earlier than the specified deadline (December 2009) to contribute to the science and technology business.

4. The supervisory agency of public scientific and technological organizations is responsible for resolving the system and policies for surplus staff who do not participate in activities at science and technology businesses according to the policy of streamlining the establishment units or arranging other jobs. The budget for resolving the streamlining policy is allocated annually by ministries, sectors, and localities as prescribed.

5. Science and technology businesses may implement the provisions of Government Decree No. 115/2005/NĐ-CP dated September 5, 2005, concerning the self-management and self-responsibility mechanism of public scientific and technological organizations without contravening the provisions of the Enterprise Law and this Decree.

Chapter IV
RESPONSIBILITIES OF STATE MANAGEMENT ORGANIZATIONS AND ORGANIZATIONS AND INDIVIDUALS PROVIDING SERVICES IN IMPLEMENTING SERVICE PRICES

Article 12. Responsibilities of the Ministry of Science and Technology

1. Taking the lead in coordinating with the Ministry of Finance, the Ministry of Home Affairs, and related agencies to guide and organize the implementation of this Decree.

2. Taking the lead and coordinating with relevant agencies to build and implement programs to promote the development of science and technology businesses; national technology incubation programs; plans to establish technology incubators and business incubators; plans to develop advisory, brokerage, technology transfer, and financial investment organizations to support the formation and development of science and technology businesses.

3. Being responsible before the Government and the Prime Minister for urging and inspecting the implementation of this Decree, serving as the focal point for resolving issues arising during its implementation and reporting to the Prime Minister for resolution of issues exceeding authority; organizing annual evaluations, drawing lessons, and reporting to the Prime Minister on the implementation of the Decree.

Article 13. Responsibilities of the Ministry of Finance

1. Taking the lead and coordinating with the Ministry of Science and Technology to guide the assignment of capital, assets, and rights to use or own scientific and technological results belonging to the State to public scientific and technological organizations contributing to science and technology businesses; specifying the amount of profit tax to be remitted to the State budget from profits earned by science and technology businesses when using or owning scientific and technological results originating from the State budget.

2. Direct the tax authorities at local levels to coordinate with the Department of Science and Technology in implementing the provisions set forth in Clause 2, Article 10 of this Decree.

Article 14. Responsibilities of the Ministry of Home Affairs

Issue guiding documents on the allocation, arrangement of work, or resolution of policies and benefits for staff members of public science and technology organizations who do not participate in activities at science and technology enterprises.

Article 15. Responsibilities of Ministries, ministerial-level agencies, government-affiliated agencies, People's Committees of provinces and centrally governed cities

1. Issue guiding documents on the implementation of relevant provisions of this Decree related to their functions and responsibilities.

2. Direct subordinate science and technology organizations to develop plans for organizational and operational transformation, and review and approve these plans within their authority.

3. Direct the inspection, supervision, handling of complaints and denunciations related to the operations of science and technology enterprises under their management according to the law, decide on additional investment or propose relevant state agencies to support additional investment; decide on the recovery of state capital and assets when science and technology enterprises do not produce or trade in products mentioned in their application for certification as science and technology enterprises, operate ineffectively, or violate the law.

Chapter V
IMPLEMENTING PROVISIONS

Article 16. Handling Violations

Organizations and individuals violating the provisions of this Decree shall be subject to legal sanctions depending on the nature, severity, and consequences of the violation.

Article 17. Effective Date

This Decree takes effect fifteen days from the date of publication in the Official Gazette. Previous regulations contrary to this Decree are abolished.

Article 18. Responsibility for Implementation

1. The Minister of National Defense, the Minister of Public Security, and the heads of political organizations and political-social organizations shall base their decisions on applying the provisions of this Decree to subordinate science and technology organizations based on their characteristics, nature, and fields of activity.

2. Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, Chairpersons of People's Committees of provinces and centrally governed cities, and heads of relevant agencies and organizations are responsible for enforcing this Decree./.