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February 25, 2026

Lexology Panoramic: Licensing 2026 – Vietnam

Tilleke & Gibbins has updated the Vietnam chapter in the newly released Licensing 2026 guide, published by Lexology Panoramic. The comparative guide provides companies and other interested readers with information on licensing law and practice in various countries around the world.

Licensing 2026 provides detailed information on the following topics:

  • Restrictions, laws and licensing arrangements
  • Intellectual property issues: Paris Convention for the Protection of Industrial Property, contesting the validity of licensor’s IP rights, invalidity and expiry of IP rights, security interests, proceedings against third parties, sublicensing, jointly owned IP, first to file, scope of patent protection, trade secrets, copyright
  • Software licensing: Perpetual licensing, legal requirements, user restrictions
  • Royalties and payments, currency conversion, and taxes: Relevant legislation, restrictions, taxation of foreign licensors
  • Competition law issues: Restrictions on trade, legal restrictions, and IP-related court rulings
  • Indemnification, disclaimers, and damages: Prevalence and enforceability of indemnity provisions and contractual waivers of damages
  • Termination: Right to terminate, impact of termination
  • Bankruptcy: Impact of licensee or licensor bankruptcy
  • Dispute resolution: Governing law, arbitration, enforceability, injunctive relief, contractual waivers

The Vietnam chapter is available below as a PDF.

Readers can gain 30 days of complementary access to the full Licensing 2026 guide and the rest of Lexology Panoramic’s varied offerings through this link.

RELATED INSIGHTS​ 

February 20, 2026
The past year has been an important one for the Trade Competition Commission of Thailand (TCCT). With a right combination of commissioners bringing expertise in competition law, investigations, administrative procedures, court processes, and sector-focused industries, the regulator has pushed forward with stronger enforcement efforts and closer cooperation with both domestic and international stakeholders. In 2025 the TCCT participated in major international initiatives—including peer reviews conducted by the OECD and ASEAN. These efforts reflect Thailand’s ongoing ambition to elevate its competition law framework to meet international expectations and build trust among global communities. There was also significant momentum around potential amendments to the Trade Competition Act (TCA). Political parties, the TCCT, the private sector, and civil society all agreed that the 2017 law could benefit from clearer rules and more effective enforcement tools. Although a draft amendment passed an initial reading and moved to a subcommittee for revision, the process stalled following the dissolution of Parliament. At the same time, the TCCT invested heavily in strengthening its own internal capabilities. It expanded collaborations with organizations such as the OECD, ASEAN authorities, the EU, and counterparts in Japan and Australia. The TCCT also published sector-specific market studies, including on digital platforms and e‑marketplaces and on cold‑rolled steel. The regulator also shared draft guidelines aimed at regulating online platforms—although these have not yet been finalized. What’s Next for the TCCT? Looking ahead, the TCCT is set to keep building on the momentum it has created and be a more active, transparent, and practical regulator. It is likely to become even more visible in the public sphere as it steps up efforts to raise awareness about competition law, especially among businesses that may not traditionally follow or be familiar with such regulatory developments. Digital markets, including e‑commerce and online marketplaces, will remain a
February 19, 2026
Thailand’s Securities and Exchange Commission (SEC) has overhauled its approach to related-party transactions (RPTs) by issuing new rules that simplify approval processes while expanding oversight. Capital Market Supervisory Board Notification No. TorJor. 46/2568 will replace the longstanding Notification No. TorJor. 21/2551, which has governed RPT compliance for over a decade. The new regulation takes effect on July 1, 2026. Any RPT matters approved by a company’s board of directors or approved for shareholders’ approval before that date remain subject to Notification No. TorJor. 21/2551. The new RPT rules will introduce significant changes that market participants should carefully consider. Consolidated Definitions Under the previous framework, key definitions relevant to RPT compliance were dispersed across multiple sources, including SEC notifications, Stock Exchange of Thailand (SET) regulations, and provisions of the Securities and Exchange Act (before amendments). The new regulation consolidates these definitions into a single notification. Concepts such as “related party” and “connected person,” as well as relevant transaction categories, are now more systematically organized and written in greater detail. The SET has yet to issue corresponding regulations, which should include more detailed related disclosure requirements. Unified Threshold and Mandatory Board Approval The most significant change under the new regulation is the elimination of the multitiered approval framework based on transaction type. Instead of various categories, transactions are now classified as either (1) financial assistance provided to related persons, or (2) other RPTs in order to determine the level of corporate approvals and disclosures for each transaction size in these categories, but the concept remains the same. Under the previous regulation, RPTs were divided into small, medium, and large transactions, with differing approval requirements. The new regulation effectively merges the small and medium categories. As a result, all RPTs must now be approved by the board of directors as a baseline
February 19, 2026
Thailand’s Securities and Exchange Commission (SEC) has issued a new regulation on material transactions (MTs) to govern asset acquisitions and disposals by listed companies and their subsidiaries. The new notification on MT criteria (No. TorJor. 45/2568) from the Capital Market Supervisory Board replaces the long-standing notification (No. TorJor. 20/2551) that has governed such matters. The SEC has also introduced parallel amendments to the country’s related-party transaction rules. The new regulation will take effect on July 1, 2026. Any MT matters approved by a company’s board of directors for shareholders’ approval before that date remain subject to Notification No. TorJor. 20/2551. Following that date, the new MT rules will introduce several significant changes that market participants should carefully consider. Expanded Scope of Material Transactions One of the key changes under the new regulation is the expansion of the definition of MTs, which now expressly covers financial assistance and certain lease and business lease arrangements that are not in the ordinary course of business of the listed company or its subsidiaries. For financial assistance, this includes lending, granting credit, providing guarantees, or entering into any arrangement that increases the company’s financial obligations, particularly where the recipient is facing liquidity issues or unable to repay debts. Other forms of financial support also fall within scope. However, whether the provision of collateral for others qualifies as an MT remains somewhat unclear, since no disposal of assets occurs for the provider of collateral. This issue remains to be carefully considered. For lease-related transactions, the MT rules now specifically include the lease or hire-purchase of all or part of a business or assets operated by or belonging to a listed company or its subsidiaries. New Exemptions The new regulation introduces clearer exemptions for transactions between a listed company and its subsidiaries or among subsidiaries, which
February 16, 2026
On February 4, 2026, the Trade Competition Commission of Thailand (TCCT) released a draft notification outlining updated criteria and procedures for requesting advance decisions under section 59 of the Trade Competition Act (TCA). This draft is now open for public comment through the TCCT website until March 5, 2026. Section 59 of the TCA lets businesses proactively ask the TCCT to review whether a planned activity, such as a business strategy, marketing program, or other proposed conduct, could potentially violate the TCA. The major limitation is that this mechanism cannot be used for merger‑control matters. The new draft aims to make the process more accessible and user‑friendly. Key updates include allowing for electronic submission of requests and establishing a shorter notification timeframe, requiring the TCCT to explain any delay to the 60‑day review period within 7 days instead of the previous 15 days. For many businesses, this preliminary consultation tool is an effective way to reduce regulatory and competition‑law risks. Businesses that have taken advantage of this process have found that obtaining an advance decision can provide meaningful legal certainty, as the decision is binding once issued.