Transfer of Copyright and Important Considerations

Transfer of copyright and important considerations are issues of concern to many individuals and organizations in the context where creative products are increasingly being exploited commercially on a wide scale. Transfer of copyright includes two main forms: assignment of ownership (transfer of copyright) and licensing (transfer of usage rights), requiring parties to strictly adhere to principles regarding contract form and scope of authority. The following article by Long Phan Consulting Company will analyze in detail the current legal regulations and provide practical solutions.

General regulations on the transfer of copyright and related rights

Based on regulations in Clause 1, Article 45 of the Intellectual Property Law 2005 (amended and supplemented in 2009, 2019, 2022, 2025), assignment of copyright and related rights is the transfer of ownership rights by the copyright owner or related rights owner regarding the rights prescribed in Clause 3 Article 19, Article 20, Clause 3 Article 29, Article 30, and Article 31 to other organizations or individuals pursuant to a contract or relevant laws. Specifically, these rights include:

1. The right to publish the work or authorize others to publish the work.
2. Economic rights (Property rights), including:

• Making derivative works.
• Performing works to the public directly or indirectly.
• Reproducing directly or indirectly the whole or part of the work.
• Distributing or importing for distribution to the public (original or copies).
• Broadcasting or communicating the work to the public via wire or wireless means, electronic information networks, including making the work available to the public in such a way that members of the public may access it from a place and at a time individually chosen by them.
• Leasing originals or copies of cinematographic works and computer programs.

3. Economic rights of performers, including:

• Fixing their live performances on audio or video recordings.
• Reproducing directly or indirectly the whole or part of their fixed performances.
• Broadcasting or communicating to the public their unfixed performances.
• Distributing or importing for distribution to the public the original or copies of their fixed performances.
• Commercial renting to the public of the original or copies of their fixed performances.
• Making available to the public their fixed performances.

4. Rights of producers of audio and video recordings:

• Reproducing the whole or part of their recordings.
• Distributing or importing for distribution to the public.
• Commercial renting to the public.
• Broadcasting or communicating to the public.

5. Rights of broadcasting organizations:

• Broadcasting or rebroadcasting their programs.
• Reproducing directly or indirectly their fixed broadcasts.
• Fixing their broadcasts.
• Distributing or importing for distribution to the public their fixed broadcasts.

Important Note: Authors are not allowed to assign moral rights prescribed in Article 19 (except for the right to publish). Performers are not allowed to assign moral rights prescribed in Clause 2, Article 29.

In cases where a work, performance, recording, or broadcast has joint owners, the assignment must have the agreement of all joint owners. If the work consists of separate parts that can be used independently, individual owners may assign the rights to their specific parts.

>>> See more: What is copyright? Things to know about copyright

General regulations on the transfer of copyright and related rights

According to Clause 1, Article 47 of the Intellectual Property Law 2005 (amended and supplemented in 2009, 2019, 2022, 2025), licensing of copyright and related rights is when the owner permits other organizations or individuals to use, for a definite term, one, several, or all of the rights prescribed in Clause 1 and Clause 3 Article 19, Clause 1 Article 20, Clause 3 Article 29, Clause 1 Article 30, and Clause 1 Article 31.

This includes the permission to use:

1. Naming the work: The author may license the right to name the work to the transferee of economic rights.
2. Publishing the work or authorizing others to publish.
3. Economic rights (Derivative works, public performance, reproduction, distribution, broadcasting, leasing, etc.).
4. Economic rights of performers (Fixation, reproduction, broadcasting, distribution, commercial renting, making available to the public).
5. Rights of producers of audio/video recordings (Reproduction, distribution, commercial renting, broadcasting/communication).
6. Rights of broadcasting organizations (Broadcasting/rebroadcasting, reproduction, fixation, distribution).

Restrictions:

• Authors may not license the moral rights prescribed in Clauses 2 and 4 of Article 19 (Right to be named, Right to protect integrity).
• Performers may not license the moral rights prescribed in Clause 2 Article 29.
• Sub-licensing: Organizations and individuals receiving the license may license the rights to others only if agreed upon by the copyright/related rights owner.

Important considerations when transferring copyright and related rights

When conducting a copyright transfer, parties need to thoroughly assess risks related to the scope of exclusivity and protection terms. Lack of understanding can lead to the permanent loss of control over the work or economic damage.

1. “Selling Off” (Assignment) vs. Future Benefits: For an assignment contract (“selling off”), the author completely loses ownership of the transferred economic rights. The protection term lasts for the author’s life plus 50 years. If permanently assigned for a fixed initial fee, the author and their heirs will not enjoy economic benefits arising in the long-term future.
2. Exclusivity and Territory: In licensing cases, it is necessary to clearly define limits on territory, time, and exclusivity. If an exclusive contract is signed without a time limit, the copyright to a recording may permanently belong to the licensee, preventing the author from self-exploiting or collaborating with third parties. This often leads to “copyright strikes” on digital platforms like YouTube, affecting the artist’s reputation and revenue.
3. Derivative Works and Moral Rights: Strictly control the making of derivative works to protect moral rights. In many cases, the transferee modifies or edits the work in a way that distorts the artistic intent, harming the author’s honor. Transfer contracts need binding clauses on compensation liability and limits on interference with the original content.

>>> See more: The latest copyright protection conditions today

Copyright transfer consulting services at Long Phan Consulting Company

Long Phan Consulting Company provides comprehensive consulting services, supporting clients throughout the negotiation and establishment of copyright transactions. With a team of experts possessing in-depth knowledge of Intellectual Property Law, we are committed to maximizing the protection of the legitimate rights of all parties. Our services are implemented through a rigorous process with the following key areas of focus:

• Analyze needs and advise on the appropriate form of transfer or licensing.
• Draft a copyright transfer agreement with strict terms regarding the scope of rights, royalties, and limitations of liability.
• Review existing contracts to identify and eliminate unfavorable clauses, ensuring compliance with applicable laws and regulations.

• Providing advice on intellectual property valuation options to serve as a basis for determining the value of transfer contracts.
• We represent our clients in negotiating trade terms with domestic and international partners.
• The representative will carry out the procedure for recording the amendment to the copyright certificate at the Copyright Office after the transfer is completed.

Frequently Asked Questions

Below are some frequently asked questions about copyright transfer; please refer to them:

What is the fundamental difference between transferring copyright and transferring the right to use copyright?

Transfer of ownership is the complete transfer of ownership rights (outright sale) by the owner, with the transferor terminating their rights to the transferred rights. Conversely, the transfer of the right to use (licensing) only allows another party to exploit the work for a specific period and scope; the original owner retains legal ownership of the work.

(Legal basis: Clause 1, Article 45 and Clause 1, Article 47 of the Intellectual Property Law 2005, as amended and supplemented in 2009, 2019, 2022, and 2025)

Is the author permitted to transfer all moral rights to the buyer?

No. Authors are not permitted to transfer moral rights associated with their personal honor and reputation, such as the right to name the work, the right to have their name on the work, or the right to protect the integrity of the work. The only moral right that can be transferred or assigned, along with property rights, is the right to publish the work or to allow others to publish the work.

(Legal basis: Clause 2, Article 45 and Clause 2, Article 19 of the Intellectual Property Law 2005, as amended and supplemented in 2009, 2019, 2022, and 2025)

Do performers have the right to transfer their image and reputation during a performance?

Performers possess personal rights (such as the right to have their name revealed, the right to protect the integrity of their performance) and property rights. The law stipulates that performers are not permitted to transfer the personal rights specified in Clause 2 of Article 29. Therefore, they can only transfer property rights related to the economic exploitation of that performance.

(Legal basis: Clause 2, Article 45 and Clause 2, Article 29 of the Intellectual Property Law 2005, as amended and supplemented in 2009, 2019, 2022, and 2025)

How is the right to “publish the work” understood in the context of transfer?

The right to publish a work is the right to release a work to the public in a sufficient number of copies to meet reasonable demand. This is a special moral right that is transferable. Once the transferee owns this right, they have the exclusive right to decide when and how to make the work available to the public for the first time.

(Legal basis: Clause 1, Article 45 and Clause 3, Article 19 of the Intellectual Property Law 2005, as amended and supplemented in 2009, 2019, 2022, and 2025)

If the company is dissolved, what will happen to the copyrights that the owner possesses?

Copyright is a type of intangible asset. If the organization owning the copyright is dissolved or goes bankrupt, the property rights to that work will be handled according to the laws on business dissolution and bankruptcy (usually through asset liquidation or transfer to another entity).

Legal basis: Clause 1, Article 45 of the Intellectual Property Law 2005 (amended and supplemented in 2009, 2019, 2022, and 2025).

Is it possible to transfer the rights to rent the original copy of a film?

The right to lease original or copies of cinematographic works is a property right stipulated in Article 20 of the Intellectual Property Law of 2005, as amended and supplemented in 2009, 2019, 2022, and 2025. The owner has the full right to transfer or assign the right to use this right to businesses providing film distribution or screening services for commercial exploitation.

(Legal basis: Clause 1, Article 45 and Clause 1, Article 20 of the Intellectual Property Law 2005, as amended and supplemented in 2009, 2019, 2022, and 2025)

>>> See more: Term of copyright protection according to the Law on Intellectual Property

Conclusion

The transfer of copyright is a strategic step in the commercial exploitation of intellectual assets but also harbors many legal risks if not strictly controlled. To ensure transactions take place safely and optimize benefits, clients need in-depth advice from experts. Please contact Long Phan Consulting Company immediately via Hotline 1900636389 for support in appraising and drafting the most accurate transfer documents.