Vietnam’s Ministry of Science and Technology recently commissioned a comprehensive analysis of legal frameworks governing intellectual property rights as collateral in public-private partnerships and capital raising, a move that exposes both the promise and complexity of treating intangible assets as bankable securities.
According to reports from the Vietnam Banking Times, while the amended Intellectual Property Law officially establishes IP rights as assessable, tradable, and mortgageable assets, significant operational gaps remain. The current Civil Code (2015) and Decrees 21/2021/ND-CP and 99/2022/ND-CP provide only generic mechanisms for secured assets, with no specific adjustments addressing the intangible, highly volatile, and difficult-to-control nature of intellectual property rights.
Three critical gaps emerged from the Ministry’s analysis: the absence of specific regulations on handling IP rights when collateral obligations arise (including sale, transfer, or assignment to third parties); lack of guidance on civil enforcement procedures when these assets become subject to litigation; and no coordination mechanism for data exchange between the Intellectual Property Office, secured transaction registries, and credit institutions.
The Due Diligence Imperative
From my perspective, after 31 years conducting valuations and due diligence on intangible assets at GlobalBrands®, the fundamental issue transcends regulatory frameworks: the acceptance or rejection of IP assets as collateral must mandatorily pass through rigorous, asset-specific due diligence.
Not all intellectual property is created equal when it comes to monetization potential.
Patents, sales contracts, distribution agreements, agency rights, and image rights are frequently more straightforward to monetize. These assets typically have defined legal parameters, comparable market transactions, and relatively predictable cash flow implications. Their value proposition is largely functional and transactional.
Brands, however, demand an entirely different approach.
The Symbolic Foundation of Brand Value
Brand equity is intrinsically rooted in symbolic dimensions that resist conventional financial analysis. Image, recognition, reputation, and social currency, the four pillars of contemporary brand value, require specialized methodological frameworks grounded in semiotics, consumer psychology, and strategic positioning theory.
As I detailed in Valuation’s Missing Piece (2026) brand valuation cannot rely solely on historical financial performance or comparable transactions. The symbolic capital embedded in brands; their ability to command premium pricing, generate customer loyalty, and sustain competitive advantage, demands methodologies that integrate meaning with economic performance.
The Vietnam Chamber of Commerce and Industry (VCCI) correctly identify that “intellectual property is intangible by nature, has few comparable assets, lacks a centralized trading market, and its value depends heavily on timing, technology lifecycle, market demand, and commercial exploitation efficiency.”
This observation is particularly acute for brands. Unlike patents with defined technical specifications or contracts with explicit terms, brand value fluctuates based on perceptual dynamics: How is the brand perceived in its competitive context? What symbolic associations does it carry? How resilient is its equity during market disruptions?
These questions cannot be answered through traditional asset appraisal. They require semiotic analysis, brand architecture evaluation, and strategic equity measurement.
The Banking Perspective and Operational Reality
Legal experts from the Vietnam Bankers Association (VNBA) highlight a fundamental operational challenge: commercial banks lack mechanisms to monitor and control IP rights throughout the mortgage period. Unlike tangible assets, IP rights remain in the debtor’s possession and exploitation, with credit institutions having no tools for direct intervention when assets are infringed or depreciated.
Attorney Tran Van Nhien (Ho Chi Minh City Bar Association) argues persuasively that legal recognition of IP rights as collateral is necessary but insufficient for practical banking acceptance. In the assessment phase, IP rights depend heavily on corporate innovation capacity and exploitation ability. Protection certificates have limited validity and can be contested, revoked, or cancelled during the collateral period.
More critically, in the enforcement phase, IP rights, especially brands, have extremely low liquidity. These assets are intimately tied to production, commercial activities, and operational capacity. As Nhien notes, “it is very difficult to separate IP rights for independent management unless the bank simultaneously holds equity control of the company owning those rights.”
This reality underscores why specialized brand due diligence is not optional. It’s essential.
Vietnam’s Meritorious Leadership
The proactive stance of Vietnamese authorities on these issues deserves recognition. By commissioning detailed regulatory analysis, identifying specific gaps, and seeking frameworks that balance innovation finance with credit security, Vietnam is establishing a model for other nations grappling with intangible asset financing.
The proposed mechanisms, linking valuation standards to debt recovery and asset disposition, establishing data interconnection between the National IP Institute and secured transaction registries, developing risk-sharing through guarantee funds or IP insurance, represent sophisticated thinking about how to operationalize intangible collateral without exposing financial institutions to unmanageable risk.
Brand Bonds Revisited: A 1995 Vision
This Vietnamese initiative brings me back to a concept I proposed nearly three decades ago in O Império das Marcas (The Empire of Brands, 1995): brand bonds; securities backed by professionally valued brand equity.
The premise was straightforward: if brands represent substantial economic assets capable of generating predictable cash flows and commanding premium pricing in the global economy, why shouldn’t they support capital raising through dedicated instruments? Brand bonds would allow companies to monetize their most valuable intangible assets while providing investors with securities backed by rigorously valued symbolic capital.
The challenge then, as now, was establishing credible, standardized valuation methodologies that financial markets would accept.
Thirty-one years later, the technology, data analytics capabilities, and semiotic frameworks have evolved dramatically. What seemed conceptually sound but operationally challenging in 1995 is now entirely feasible, provided we invest in specialized expertise and resist the temptation to apply generic asset valuation frameworks to fundamentally symbolic assets.
Conclusion: Specialization as Prerequisite
Attorney Bui Sy Thanh (Hanoi Bar Association) observes that “current valuation standards are fragmented, serving mainly purposes like capital contribution, transfer, or tax calculation, and lack specific guidelines for credit relationship valuation.”
Precisely!
Until we develop valuation frameworks specifically designed for the unique characteristics of innovative IP asset classes, brands in particular, the integration of intellectual property into credit systems will remain, as VCCI notes, “at the level of legal principles, making large-scale implementation difficult.” But it is not impossible from my logical and professional viewpoint.
Vietnam’s pioneering regulatory work provides a solid foundation. The next step is building the specialized methodological infrastructure to make that foundation operational.
For those interested in exploring the frameworks necessary for rigorous brand valuation in credit and M&A contexts, Valuation’s Missing Pieceprovides the applied methodology that connects symbolic analysis with economic performance measurement.
José Roberto Martins, MSc.
Founder of GlobalBrands® | Author of The Brand’s Empire (1995), Intangible Capital, (2012), BrandingLeaks and Valuation’s Missing Piece (2026).
Source: Vietnam Banking Times https://thoibaonganhang.vn/quyen-so-huu-tri-tue-khong-nen-la-tai-san-bao-dam-duy-nhat-177129.html