Startups and IP — the cheapest steps, most often skipped
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Most startup IP problems come not from failing to register but from having no paperwork showing who owns what.
When a Vietnamese startup hits an IP problem, the cause is rarely "we registered nothing". It is usually: we have assets but no paperwork showing they belong to the company.
The problem surfaces at three moments, all of them the worst possible time to discover it: during investor due diligence, when a founder leaves, and when a competitor complains.
The four cheapest steps
1. An IP clause in every employment contract — all works and solutions created within the scope of employment belong to the company, with obligations to hand over source files and accounts on exit. Cost: one paragraph.
2. An assignment clause in every outsourcing contract. Logo design, copywriting, software development — if the contract is silent on IP, you may hold only a right to use rather than ownership, and the supplier may resell similar work.
3. A founders' agreement on IP. Who contributed what, what the company owns, what happens if someone leaves. A hard conversation, far cheaper than the dispute.
4. Register the trademark early. The only real spend on this list, but the only right someone else can take from you under first-to-file.
Why the trademark goes first
Copyright in your code and content already exists automatically — registering is evidentiary and loses nothing by waiting. Patents are expensive and only worth it with a genuine technical solution.
Trademarks are different. Trade under a brand for two years without registering, and if someone files for a similar sign they may be granted it and you are the one who has to rename. Identity, domains, social accounts and accumulated goodwill all restart.
Registering one class today costs far less than rebranding — especially through 2026, while industrial property fees are halved under Circular 64/2025/TT-BTC and VNeID filing waives the filing and grant charges.
An IP inventory
Build a simple table, one row per asset, four columns: what it is, who created it, what paperwork proves company ownership, and whether it is registered.
Typical rows: brand name and logo; product source code; website content and marketing material; interface design; customer database; internal process documentation; domains and social accounts.
The third column is usually empty. That is the work.
Three questions investors will ask
"Does the company own all the source code?" The answer needs to point at employment contracts with IP clauses and contractor agreements. Code a friend wrote early on with no paperwork is a real gap.
"Is the brand registered, and in which classes?" Unregistered, or one class while trading across several lines, is a mark against you.
"Which open-source libraries do you use, under what licences?" One AGPL library in a SaaS product can trigger an obligation to open the whole service. See software and open source.
Common early mistakes
Assuming business registration is enough — a business registration certificate is not a trademark right.
Disclosing a technical solution before filing — event demos, detailed posts about how the product works, and public fundraising materials can all destroy novelty.
Leaving the paperwork until fundraising — by then you are chasing signatures from people who left long ago and have no reason to sign.