Two's Company, Three's a... Union Due? 🦊⚖️ Does a One-Employee Company Really Owe Trade Union Fees?

 

📖 Etymology corner, before we dive in

The word "union" comes from the Latin unio — "oneness," from unus, meaning "one." The word "due" comes from Old French deu, rooted in Latin debere — "to owe."

So, etymologically speaking, a "union due" is literally "something owed because of oneness." Which is delightfully ironic for today's topic, because the whole legal puzzle is this: if your company is about as "one" as it gets — one unpaid director, one employee — does that oneness still create something owed? 🤔

Let's find out, Ngọc Prinny -style: no drama, just the mechanism. 🦊

🧐 The case in a nutshell

Meet Two's Company Ltd. — a real-world-style micro business with exactly two humans on the org chart:

• Director Noah Payne — runs the show, signs the contracts, takes home... nothing. He draws zero salary. (Yes, "No Pay" is doing a lot of work in that name. We don't apologize.)
• Employee Wendy Wage — the one person actually on payroll, earning a real salary and enrolled in compulsory social insurance (BHXH).

Two's Company Ltd. wants to know: do we have to pay kinh phí công đoàn (trade union dues)? 💸

This isn't a courtroom drama — there's no judge banging a gavel here. It's a regulatory question answered by Vietnam's Trade Union Law 2024 (Luật Công đoàn 2024), Decree 105/2026/NĐ-CP, and the Social Insurance Law 2024. But it does have a classic "everyone assumes X, the rulebook says Y" twist — so let's run it like a trial anyway. 😏

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🧐 Exhibit A: "Surely We're Too Small for This" (the common first instinct)

Most micro-business owners' gut reaction goes something like:

• "We're basically a two-person operation — surely the union doesn't care about us."
• "Our director doesn't even take a salary, so there's no 'wage fund' to tax, right?"
• "We don't even have a union chapter here — why would we pay union fees?"

Verdict on the first instinct: not quite right. Size and the director's unpaid status are red herrings. 🐟

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⚖️ The Actual Ruling (straight from the statute books, not a courtroom)

Here's the rule, stripped to its logical core. Two conditions, both required, decide everything:

1. Is there an actual employer-employee labor relationship (per Article 3, Labor Code 2019) — i.e., someone hired under a labor contract, not just an owner running their own show?
2. Is that worker subject to compulsory social insurance?

If both boxes are checked, the company owes kinh phí công đoàn = 2% of the wage fund used as the basis for that worker's compulsory social insurance contributions (Article 29, Trade Union Law 2024). It applies regardless of headcount — one employee is just as "due" as one hundred. 📊

Now here's the twist that resolves Two's Company Ltd.'s case:

• Director Noah Payne is technically required to participate in compulsory social insurance — Vietnam's Social Insurance Law 2024 specifically pulls unpaid company managers, Directors, and General Directors into mandatory coverage (Article 2). But since he draws no salary, there's no wage figure to calculate dues from. Zero salary → zero contribution to the union-dues base. His "oneness" generates nothing owed. 🫥
• Employee Wendy Wage, on the other hand, does have a labor contract and does have a salary subject to mandatory social insurance. That single fact is enough to flip the switch.

So: Two's Company Ltd. owes union dues — calculated solely on Wendy's wage base, not Noah's. ✅

• What would make them exempt instead? Only dissolution or bankruptcy proceedings under Article 11 of Decree 105/2026/NĐ-CP qualify for a dues waiver. "We're tiny" or "our boss isn't paid" are not on that list — and nowhere in the regulations is there a small-business carve-out for this.

Here's the logic mapped out:

The takeaway from that flow above: the trigger is the relationship, not the size of the company or the director's paycheck.

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🏠🚗 Real-life analogies, because legal logic always lands better with everyday stuff

• 🏠 The empty house vs. the rented house. Own a house and live in it alone? No tenant, no rental income, no landlord registration obligations kick in. The moment you bring in one paying tenant, the obligations switch on — it doesn't matter if it's a mansion or a studio. Same logic: it's the relationship (tenant present or not) that flips the switch, not the size of the house.
• 🚗 The garaged car vs. the car on the road. Mandatory liability insurance isn't about how many cars you own — it's about whether a car is actually registered and driven. A car sitting untouched in your garage isn't "in traffic." The moment it's on the road, insurance is compulsory. Director Noah is the car in the garage (technically covered by social insurance rules, but generating no usable "wage" output); Wendy is the car on the road — actively driving the obligation forward.

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🤔 Did you know? Quick legal trivia 🤔

• Vietnam's trade union dues rate has held steady at 2% of the compulsory social insurance wage base for years — it's one of the more stable figures in an otherwise frequently-updated labor law landscape.
• The Trade Union Law was itself amended in 2025 alongside changes to the Vietnam Fatherland Front Law, Youth Law, and Grassroots Democracy Law — a reminder that in Vietnam, the trade union system isn't just a workplace-rights body; it's woven into a broader socio-political organizational structure, which is part of why its funding mechanism (employer-paid dues, not just member dues) is broader than in many other countries.
• Unpaid company managers being swept into mandatory social insurance is a relatively unusual design choice — most countries link compulsory coverage strictly to actual wage payment. Vietnam's 2024 Social Insurance Law deliberately closed that gap for business managers and legal representatives.

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📝 Quick self-quiz — are you union-dues-fluent yet?

1. A company has only its unpaid director and zero employees. Does it owe union dues?
   A. Yes B. No C. Only above a certain revenue D. Depends on registered capital
2. What percentage of the mandatory social insurance wage base is used to calculate union dues?
   A. 1% B. 1.5% C. 2% D. 3%
3. Which of these is NOT a valid exemption from union dues under Decree 105/2026/NĐ-CP?
   A. Company dissolution B. Company bankruptcy C. Having only one employee D. Both A and B are valid
4. True or false: an unpaid director's mandatory social insurance status adds to the wage fund used to calculate union dues.

Answer key: 1-B · 2-C · 3-C · 4-False 🎉

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Here's our office's resident cast for this case study — Director Noah Payne, halo and all, next to Employee Wendy Wage, whose paycheck is doing all the legal heavy lifting:

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💡 Practical tips for businesses in Two's Company Ltd.'s shoes

• Track headcount and contract types, not company size. The instant you bring on your first employee under a labor contract subject to mandatory social insurance, the 2% clock starts ticking — whether you have 1 employee or 100.
• Don't let "we're tiny" or "the boss isn't paid" become a compliance assumption. Neither factor appears anywhere in the legal exemption list.
• Keep clean invoices and non-cash payment records for dues paid. Under Article 9 of the 2025 Corporate Income Tax Law, union dues are deductible only if they're an actual business-related expense backed by proper invoices/non-cash payment documentation.
• If you're winding down, check Article 11 of Decree 105/2026/NĐ-CP — dissolution and bankruptcy are the only doors to a dues waiver, and they come with their own procedure, not a self-declared "too small" excuse.

📅 Payment method & deadlines (Article 4, Decree 105/2026/NĐ-CP) — bullet-point version

• Monthly, alongside compulsory social insurance payments, for: enterprises, cooperatives, cooperative unions, non-fully-state-funded public service units, foreign organizations/representative offices employing Vietnamese workers, and most other employing entities.
• Monthly or quarterly (by registration with the union) for agricultural, forestry, fishery, and salt-production businesses that pay wages by production cycle.
• Deadline: last day of the following month for monthly payers; last day of the month following the quarter for quarterly payers.

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🌿 A quick detour into nature's version of this rule

Biology runs on a strikingly similar principle. A lone organism living off-grid owes nothing to any ecosystem's social contract — no exchange, no obligation. But the moment a relationship of dependency forms — say, a clownfish moving into a sea anemone — an exchange kicks in: shelter for cleaning services, a tiny mutual "due" paid in services rather than dong. The obligation isn't triggered by the size of the reef. It's triggered by the relationship existing at all. Vietnamese labor law, as it turns out, runs on the same logic as a coral reef. 🐠

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🗣️ Over to you

Have you run into surprises like this with union dues, social insurance, or labor compliance for a micro or small business? Drop your story in the comments below — let's compare notes (and maybe commiserate over a cup of tea ☕). Know another tiny-but-mighty business wrestling with the "are we too small for this rule" question? Tag them — this one's worth sharing.

#VietnamLaw #TradeUnionDues #KinhPhiCongDoan #LaborLawVietnam #SmallBusinessVietnam #CorporateCompliance #DeluluVN #NgocPrinny #LegalEducation #HRVietnam

🚨 Fun but serious: a brief legal disclaimer 🚨

Hey there, legal explorer! 🕵️‍♀️ Before you close this tab —

• This article is a map, not a teleporter 🗺️ — it'll orient you, but it won't zap your specific compliance headache away.
• Every legal journey is its own unicorn 🦄 — your company's facts may shift the analysis.
• For real-world quests, summon a professional legal wizard 🧙‍♀️ — may we suggest Thầy Điệp & Associates Law Firm, the firm that actually reviews what gets published here.
• Reading this doesn't make you a lawyer, the same way watching Top Gun doesn't make you a pilot. ✈️😉

Full disclaimer details: ngocprinny.blogspot.com/2024/08/disclaimer.html

#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

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💝 Support your legal ninja's wellness fund! 🍵

Enjoyed Ngọc Prinny's witty legal wisdom today? Every article like this one runs on:

• Hours of digging through statutes and decrees 📚
• 10+ years of hands-on legal expertise ⚖️
• A questionable amount of pun-crafting 📝
• And an even more questionable amount of herbal tea 🍵

If this post helped you navigate Vietnam's regulatory maze, consider treating this ninja to a green tea →. It keeps the puns flowing, the research thorough, and the ninja caffeinated enough for the next deep dive. 🌱

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More about the author and the DELULU world: delulu.vn/about-2/

Author: Nguyễn Lê Bảo Ngọc (Ngọc Prinny)
Reviewed by: Lawyer Lê Thị Kim Dung and Lawyer Nguyễn Văn Điệp, Thầy Điệp & Associates Law Firm

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And as always — a little closing wish, sized to whenever you're reading this:

🇬🇧 Whatever time zone you're in — may your paperwork be light and your tea be strong.
🇯🇵 いつ読んでいても、心穏やかな一日を。
🇫🇷 Et où que vous soyez, que vos prochaines démarches administratives soient douces. ☘️

🤖📋 Training Your AI on Other People's Data: What Vietnam's New IP Law Says You Can (and Can't) Do

By Nguyễn Lê Bảo Ngọc (Ngọc Prinny) · Reviewed by Ls. Lê Thị Kim Dung & Ls. Nguyễn Văn Điệp

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📖 Etymology Corner: "Intellectual" — The Mind's Own Work

The word "intellectual" traces to the Latin intellectus — the act of understanding, perception, from intelligere (to understand, to choose between). When we speak of intellectual property, we are speaking of property that originates in the mind — in a deliberate act of creative understanding. The legal question at the heart of this article is genuinely philosophical: when an AI system learns from human creative work, is that learning a tribute to the mind that created it, or is it a form of taking without giving back? Vietnam's amended IP Law 2025 has decided it can be both — depending on what you do and how you do it. 🧠📜

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🎬 In a Nutshell

Every AI system needs training data. Language models need text. Image generators need images. Medical AI systems need patient records and research papers. The question for every Vietnamese business building or deploying AI is: where can that data legally come from?

The answer just got clearer — and more conditional — with Clause 5, Article 7 of the amended IP Law 2025 (Law 131/2025/QH15). This provision introduces an explicit text and data mining exception for AI training: a legal basis for using IP-protected works to train AI systems, subject to three cumulative conditions. Miss any one of them, and the legal protection disappears.

This post breaks down what those conditions are, what the AI-specific IP ownership rules say, and what Vietnam's state policy on IP tells us about the direction of travel.

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📋 Section 1: The Three-Condition Rule — All or Nothing

Article 7, Clause 5 of the IP Law 2025 creates the following permission:

Organisations and individuals may use texts and data relating to IP-protected subject matter that has been lawfully published and made accessible to the public, for the purposes of scientific research, testing, and training artificial intelligence systems — provided that such use does not unreasonably affect the rights and legitimate interests of authors and IP rights holders.

Three conditions. All mandatory. Here they are in plain language:

Condition 1 — Lawfully published and publicly accessible: The data must have been published through lawful means and be accessible to the public. This is not just "available on the internet." It means the data was legitimately released into the public domain or made genuinely accessible — not scraped from paywalled sources, not extracted from databases the user doesn't have access rights to, not pulled from private repositories. If accessing the data would itself require bypassing a paywall, a licence restriction, or any form of access control, the data is not "publicly accessible" in the required sense.

Condition 2 — Correct purpose: The use must be for scientific research (nghiên cứu khoa học), testing (thử nghiệm), or AI training (huấn luyện hệ thống trí tuệ nhân tạo). These are the three permitted purposes — and they are listed exhaustively, not illustratively. Using data to train a model that will then be commercialised raises questions about whether the training falls within these purposes or goes beyond them. This is an area where the implementing Government decree (still pending) will be critical.

Condition 3 — No unreasonable harm to IP rights holders: The use must not "unreasonably affect" the rights and legitimate interests of authors and IP owners. This is the most interpretively flexible of the three conditions — and therefore the most legally dangerous. "Unreasonable" is a proportionality standard: some degree of impact on an author's market or interests may be acceptable; systematic substitution for the original work, or training that enables mass reproduction of protected works without licence, is unlikely to be considered reasonable. The three-step test familiar from international copyright law is the interpretive framework lurking behind this language.

The additional rule for copyright-protected data: For texts and data that are subject to copyright and related rights specifically, compliance with all three conditions above is necessary but not sufficient. Additional requirements will be set out in a Government decree — which has not yet been issued. Until that decree is published, businesses using copyright-protected data for AI training are operating in a zone of residual regulatory uncertainty even if they satisfy the three main conditions.

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🏛️ Section 2: Who Owns What an AI Creates?

Separately from the training data question, the amended IP Law 2025 also addresses a question that has plagued IP lawyers globally: if an AI system creates something — a text, an image, a musical composition — who owns it?

Article 6 of the IP Law 2025 (as amended) adds an important new provision: the Government will set out rules on the arising and establishment of IP rights in cases where the subject matter was created using an AI system.

This is a significant policy signal. Vietnam is not ignoring the question — but it is delegating the answer to subordinate legislation. The current law does not directly declare that AI can or cannot be an author or IP rights holder. It leaves that determination for the Government's implementing decree.

What we do know from the existing framework:

Copyright (quyền tác giả) arises automatically when a work is created and expressed in a tangible form — regardless of whether it has been published or registered. The question of whether an AI-generated work qualifies for copyright protection turns on whether the creation process involves a human author in a meaningful way.

Industrial property rights (patents, trademarks, design rights) are established through formal registration — and the question of who may register an AI-generated invention remains open pending the implementing decree.

Trade secrets and well-known marks follow their own logic (use-based for the latter; lawful acquisition and maintenance of confidentiality for the former) and are less directly affected by the AI authorship question.

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🏛️ Section 3: State Policy — The Direction of Travel

Article 8 of the IP Law 2025 sets out the Vietnamese state's IP policy — and it contains several provisions that signal where things are headed for AI-related IP:

The state policy emphasises promoting innovation while balancing the interests of rights holders with the public interest. Financial support, tax incentives, and preferential investment treatment are available for IP creation, protection, and exploitation — including for IP developed using AI systems, once the implementing decree clarifies the rules.

There is explicit support for helping Vietnamese individuals and organisations value, transfer, and contribute IP rights as capital contributions — relevant for AI companies whose primary asset is trained models and datasets. The policy also encourages cooperation between the state, researchers, S&T organisations, and enterprises on IP sharing — a framework that could apply to publicly-funded AI training datasets.

The emphasis on developing an "integrated and efficient IP ecosystem" and investing in IP management and enforcement bodies suggests that the regulatory infrastructure for AI-specific IP compliance is being built in parallel with the substantive rules.

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🏠🚗 Real-Life Examples

Example 1 — The legal training set: ✅ A Vietnamese legaltech startup wants to train a contract analysis model. It uses publicly available court decisions from the official judicial portal (free, publicly accessible, lawfully published), academic legal articles from open-access journals, and government gazette text. All three conditions are met: lawfully published, publicly accessible, used for AI training, and using official and open-access materials does not unreasonably harm the original publishers. Permitted — though they should monitor the Government decree on copyright-protected data.

Example 2 — The scraped news corpus: ⚠️ A media monitoring company scrapes the full archives of 50 Vietnamese news websites — including articles behind subscription paywalls — to train a news summarisation AI. The paywall content is not "publicly accessible" in the required sense. Condition 1 fails for the paywalled content. The company faces IP infringement risk for using that data, regardless of whether the training itself is for an AI system.

Example 3 — The music training dataset: 🎵 A Vietnamese music streaming startup wants to train a generative music AI using its catalogue of licensed Vietnamese pop music. The music is lawfully published and publicly accessible (it's on the platform). The use is for AI training. But does training a generative model that will produce music similar in style to the original works "unreasonably affect" the rights of songwriters and labels? This is exactly the grey zone where the Government decree on copyright-protected data will be critical. Until that decree is issued, the legal risk is real.

Example 4 — The synthetic dataset: ✅ An AI company generates its own synthetic training data — text created by its own employees, images commissioned from freelancers with appropriate work-for-hire agreements. No third-party IP is involved. The three-condition framework doesn't apply because there's no third-party IP being used. Clean from an IP perspective — though data protection and personal data considerations may apply separately.

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🤔 Did You Know?

The text and data mining exception in Vietnam's amended IP Law 2025 is directly modelled on similar provisions in the European Union's Copyright in the Digital Single Market Directive (Article 4, CDSM Directive 2019), which also allows text and data mining for research and commercial purposes, subject to rights holders' ability to opt out. Vietnam's version is slightly narrower — it does not explicitly include a commercial TDM exception separate from the research one — but the conceptual framework is the same. Vietnam is aligning its IP framework with international norms at a moment when the global legal landscape for AI training data is still being actively litigated in courts from the US to the EU. 🌐

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🌿 Law in Nature — The Pollination Parallel

The text and data mining exception works like the legal framework governing bee pollination and honey production. Bees collect nectar from flowers — they "use" the flower's resources. But the flower does not suffer unreasonably: the bees also pollinate, the ecosystem benefits, and the flower continues to produce. The law doesn't require bees to pay royalties on nectar. But if a commercial beekeeper were to destroy the flowers to extract nectar directly — causing genuine harm to the plant's reproductive capacity — that would be a different matter. Vietnam's AI training exception draws a similar line: using publicly accessible data for AI training is the bee collecting nectar. Systematically replacing or undermining the original works is the beekeeper destroying the flowers. 🐝🌸

💡 Tips for Businesses Using Data to Train AI

Audit your training data sources now: Before your next training run, document where every dataset came from, whether it was lawfully published and publicly accessible, and whether you have any additional licences or terms of service governing its use. Build this into your ML pipeline as standard practice.

Purpose matters — document it: If your AI system is trained for internal research and then commercially deployed, ensure the documentation reflects the training purpose accurately. The exemption covers training, not the subsequent commercial exploitation of the model. The line between the two is where legal risk concentrates.

Copyrighted data needs extra care: Until the Government decree implementing Article 7(5) for copyright-protected material is published, any training data that carries copyright (essentially anything creative) should be treated with additional caution. Consider whether licences or opt-in arrangements with content owners are available.

Watch the Government decree pipeline: Article 6's provision on AI-generated IP and Article 7(5)'s requirement for a Government decree on copyright data are the two most significant pending pieces of the puzzle. Subscribe to updates from the Ministry of Science and Technology and the Ministry of Justice.

Consider synthetic data and open-licensed sources: Training on data you own, data generated internally, or data released under permissive open licences (Creative Commons, government open data portals) substantially reduces IP risk. It also builds a more defensible training data provenance record.

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📝 Quick Quiz — AI Training Data IQ Test

Question 1: Under Art. 7(5) IP Law 2025, which of the following is a permitted use of third-party data to train an AI?

a) Using paywalled academic papers scraped without a subscription · b) Using open-access government legal texts to train a legal AI for research purposes, without substituting the original works · c) Using any data found on the internet, as long as it's for AI training · d) Using licensed music to train a commercial generative music AI (pending the Government decree)

Question 2: For copyright-protected training data, what additional requirement applies?

a) Nothing — the three conditions are sufficient · b) Compliance with a forthcoming Government decree providing additional rules · c) Explicit consent from every rights holder · d) Registration with the Ministry of Science and Technology

Question 3: The IP Law 2025 directly answers the question of whether AI-generated works can be copyrighted. True or false?

a) True — AI cannot be an author · b) True — AI-generated works are automatically in the public domain · c) False — the law delegates this question to a Government decree to be issued · d) True — AI can hold copyright if registered

Question 4: Which condition is most likely to require case-by-case legal analysis rather than a clear yes/no answer?

a) Condition 1 — lawfully published · b) Condition 2 — correct purpose · c) Condition 3 — no unreasonable harm to IP rights holders · d) All conditions are equally clear

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🗣️ Call to Action

Are you building AI products in Vietnam, managing a data science team, or advising on AI compliance? Is your company already using third-party data for model training — and have you mapped that against the new IP Law 2025 framework? 💬

Drop your questions and real-world scenarios in the comments — Ngọc Prinny reads every one. And share this post with your engineering leads, legal team, and anyone responsible for ML compliance. The rules are here. The Government decrees are coming. The time to build good data governance habits is before enforcement begins. 📤

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you go...

• This article explains the current statutory framework — the Government decrees implementing Art. 7(5) and Art. 6 have not yet been issued and will add important detail 🗺️
• AI and IP law is evolving rapidly — this is one of the fastest-moving areas of legal practice globally 🦄
• For compliance advice specific to your AI training pipeline, please consult a qualified IP lawyer 🧙‍♂️ — may we suggest Thầy Điệp & Associates Law Firm
• Need certified translations of technical documents or IP registration materials? Thu Thiem Notary Office is ready 🖊️

Full disclaimer: ngocprinny.blogspot.com/2024/08/disclaimer.html

#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

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Every article is powered by:

• Hours of deep-dive research into IP law, AI policy, and comparative international frameworks 📚
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If these posts have helped you navigate Vietnam's legal landscape, consider buying me a green tea ☕ Your support keeps this ninja sharp for the next article! 🌱

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If you're reading this at night — sweet dreams, and may your training data always be lawfully sourced! 🌙✨

If you're reading this in the morning — wishing you a productive day, clean datasets, and a Government decree that arrives sooner rather than later! ☀️🤖

If you're reading this at lunch — enjoy every bite, and may your model's loss function converge as smoothly as this meal goes down! 🍱📉

Whenever you're reading this — may your IP be protected, your training data be clean, and your AI be compliant! 🔬⚖️

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Author: Nguyễn Lê Bảo Ngọc (Ngọc Prinny) | Reviewed by Ls. Lê Thị Kim Dung & Ls. Nguyễn Văn Điệp

 #AILaw #IntellectualProperty #VietnamTech #NgocPrinny #IPLaw2025 #AITraining #SởHữuTríTuệ #delulu_vn #VietnamAI #TechLaw #DataMining #MachineLearning #VietnamLaw2026

🌤️⚖️ Fans vs. Copyright Defenders: Breaking Down the "Come My Way" Culture War (With Actual Law)

By Nguyễn Lê Bảo Ngọc (Ngọc Prinny) · Reviewed by Ls. Lê Thị Kim Dung & Ls. Nguyễn Văn Điệp

⚠️ Reminder: As of 11 June 2026, no competent authority has reached any official conclusion about whether copyright infringement occurred. This is academic analysis only. All parties retain the presumption of innocence. This article presents legal education, not legal conclusions.

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📖 Etymology Corner: "Controversy" — To Turn Against Each Other

The word "controversy" comes from the Latin controversia — from contra (against) + vertere (to turn). Literally: two sides turning against each other. What's fascinating is that the word doesn't imply one side is right. A controversia is a structured disagreement — and in Roman rhetoric, it was actually a formal debate exercise where students were required to argue both sides of a case. The Come My Way – Tàn Chỉ dispute has become one of the most heated controversiae on Vietnamese social media in 2026. Today, Ngọc Prinny plays the Roman rhetoric teacher: let's examine both sides of the argument — fairly, rigorously, and with the law as our referee. 🏛️⚖️

🎬 In a Nutshell

When the Come My Way copyright controversy erupted online, it didn't stay in the legal sphere for long. Within hours, two very distinct tribes had formed on Vietnamese social media — and they were speaking entirely different languages.

On one side: the Sky fandom (fans of Sơn Tùng M-TP) defending their artist, arguing the dispute was overblown, unfair, and driven by bad faith.

On the other: a coalition of copyright advocates, artists, designers, and legal commentators arguing that this was a textbook case of intellectual property being taken from a smaller artist without permission or credit.

Both sides had real passion. Both sides had some good points. And both sides made serious legal errors.

The problem: neither side is a court. And in a country governed by rule of law, that matters enormously.

Let's steelman both camps — give each their strongest possible argument — and then apply the law. 🔍

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🌤️ Camp A: The Sky Fandom — Their Best Arguments

The fandom's defence deserves to be taken seriously before it's critiqued. Here are their strongest arguments, presented charitably:

"This is traditional cultural heritage — nobody owns that."

This is actually the most legally sophisticated argument in Camp A's repertoire. Vietnamese traditional architecture — đình làng columns, carved reliefs, weathered stone — is genuinely part of the shared cultural commons. Nobody owns "crumbling heritage" as a concept. The argument is that both Tàn Chỉ and the MV drew from the same well of collective cultural memory, and parallel independent creation from common sources is not infringement.

Legal assessment: Partially correct. Ideas and cultural themes are not protectable. But this argument proves too much if taken alone — it proves nothing about whether specific expressive choices were reproduced. The question was never whether the theme was copied. It was whether the specific visual arrangement was. More on this below. ⚡

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"There's no court ruling — calling it plagiarism is unfair."

Factually and legally: absolutely correct. As of 08 June 2026, no competent authority has issued any finding. The presumption of innocence is a constitutional right (Article 31, Constitution 2013) and it applies here. No one should be publicly labelled a copyright infringer before a court says so.

Legal assessment: Fully correct on the law. The fandom is right to push back against premature conclusions. This argument stands. ✓

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"The team apologised — isn't that enough?"

This argument reflects a genuinely human instinct: someone said sorry, can we move on? In personal relationships, that might be sufficient.

Legal assessment: In copyright law, no. An apology is not a legal remedy. It doesn't constitute a licence, it doesn't compensate for unauthorised use, and it doesn't resolve the question of infringement. The apology also specifically used the phrase "referencing visual language" — which is carefully crafted language that does not admit infringement. Lê Giang rejected the apology precisely because she regarded the framing as understating what had occurred. The gap between "we referenced your visual language" and "we infringed your copyright" is legally significant. ✗

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"It's only 12 seconds — that's not worth all this drama."

A very relatable reaction. A 12-second after-credit in a 4-minute video feels trivial in the overall scheme of a major production.

Legal assessment: Duration of use is not a copyright threshold. Copyright law does not say "if you use less than X seconds, you're fine." What matters is whether protected expression was reproduced, not for how long. A single photograph can be the subject of a successful copyright infringement case. A 3-second sample in music has triggered litigation. The 12-second argument does not hold up legally. ✗

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"Sơn Tùng didn't design the set himself — why is he being targeted?"

A fair factual point. Based on what's publicly known, Sơn Tùng was the performing artist. The set design decisions were made by Microwave Soups (the art direction team) under coordination by Antiantiart. There is no public evidence that he personally specified any visual element that references Tàn Chỉ.

Legal assessment: Partially correct, with important nuance. Personal non-involvement in set design significantly reduces — though may not eliminate — Sơn Tùng's personal liability. However, as the artist whose image and commercial brand is central to the MV, and as a beneficiary of M-TP Entertainment's commercial exploitation, some residual considerations may exist depending on his contractual arrangements. That said, the fandom's instinct to resist personalising corporate/production responsibility onto the individual performer is legally reasonable. ⚡

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⚖️ Camp B: The Copyright Defenders — Their Best Arguments

Now Camp B, also presented at full strength:

"Tàn Chỉ's specific creative expression — not just the cultural theme — appears in the MV."

This is the heart of the copyright claim. The argument is not "both works use Vietnamese heritage imagery" (Camp A keeps responding to that strawman). It's that the specific spatial arrangement, material treatment, decomposed-column composition, and overall visual grammar of Tàn Chỉ appears in the after-credit sequence in ways that go beyond independent parallel creation.

Legal assessment: This is the correct legal framing of the question. Whether the similarity rises to the legal threshold of substantial similarity in protected expression is what must be determined by experts and authorities — but this is the right question to ask. ✓

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"An apology for 'referencing visual language' is not an acknowledgment of infringement."

Lê Giang's rejection of the Microwave Soups apology was grounded in this precise point. The language used in the public statement acknowledged a creative reference but refused to frame it as wrongdoing. She argued — correctly — that framing the issue as "we used your visual language" reframes a potential legal violation as a stylistic choice.

Legal assessment: Entirely correct. The distinction between "we were inspired by your work" and "we reproduced your protected expression" is the entire legal question. An apology phrased in the former terms doesn't resolve the latter. ✓

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"The lack of a court ruling means process hasn't concluded — not that no violation occurred."

This is a subtle but important counter to Camp A's "no ruling = no violation" argument. Camp B's point is that the absence of a formal finding reflects the fact that the legal process hasn't been completed — not that the facts have been evaluated and cleared. The claim is pending, not dismissed.

Legal assessment: Correct in nuance. "Not yet adjudicated" and "found to be without merit" are very different legal statuses. The dispute is ongoing. ✓

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"Copyright applies equally to a 12-second sequence and a 12-minute film."

Duration has never been a legal threshold for copyright protection or infringement. A work's protected expression doesn't become public domain because it appears briefly.

Legal assessment: Legally correct. Duration is one factor considered in fair use/fair dealing analysis in some jurisdictions, but it is not a threshold that excuses infringement. Vietnam's IP Law does not recognise a "de minimis duration" exception. ✓

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"Commercial beneficiaries of allegedly infringing content can face liability."

Camp B correctly identifies that "I didn't design it" is not a complete liability shield for entities that commercially exploit a work. The nemo dat principle — you cannot transfer rights you don't have — means that a production chain cannot launder an IP violation through subcontracting.

Legal assessment: Legally correct as a principle. The practical application depends heavily on contractual structures, good faith, and the specific role of each party. But the abstract legal principle is sound. ✓

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🔬 Section 3: The Argument Neither Side Is Making — The Most Important One

Here's what both camps are missing: the question that actually determines the entire legal outcome is one that cannot be answered by scrolling through comparison photos on social media.

The test is substantial similarity in protected expression after filtering out unprotectable elements. In plain language: once you take away everything that belongs to the cultural commons (traditional architecture, heritage decay themes, crumbling ancient Vietnam), does what's left show that the specific creative choices of Tàn Chỉ — the precise compositional decisions Lê Giang made — appear in the MV?

That question requires:

• Expert art analysis comparing the works element by element
• A Copyright Assessment Council or court-appointed examiner
• Formal proceedings with evidence from all parties
• A legally binding determination

None of that has happened yet. Until it does, every confident claim — in either direction — is a civilian playing judge in a case they haven't been appointed to hear. 🏛️

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🚨 Section 4: The "Trial by Social Media" Problem — Who Gets Hurt?

The legal analysis in our source document raises a critical dimension that gets lost in the heat of fandom warfare: social media verdicts hurt everyone, not just the "guilty" party.

For the production team and M-TP Entertainment: reputational damage and harassment campaigns have run ahead of any formal finding. In a functioning rule-of-law system, this is backwards.

For Lê Giang herself: the moment her dispute entered the court of public opinion at full volume, every statement she made became subject to intense scrutiny, potential counter-claims, and the risk that framing gets distorted by the mob dynamics on both sides.

For commenters and content creators: publicly stating as established fact — rather than allegation — that named individuals committed IP violations carries real legal risk under Decree 15/2020/NĐ-CP. Fines of 10–20 million VND for posting unverified information that damages someone's reputation. Calling someone a "criminal" or "thief" before a court does: potential civil liability for defamation under Article 34 of the Civil Code.

The internet wants a winner and a loser. Copyright law wants a fair process. These are different things.

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🏠🚗 Real-Life Examples — The Same Debate in Other Contexts

Example 1 — The craft beer logo: 🍺 An independent craft brewery designs a distinctive logo with a stylised lotus flower and traditional decorative border. Two years later, a larger commercial brewery releases packaging with a logo using a very similar lotus arrangement and border treatment. The large brewery says: "Lotus and traditional patterns are Vietnamese cultural heritage — nobody owns those." The small brewery says: "Our specific graphic composition of those elements is our protected design." Who's right? Both are partially right about different things. The theme is free. The specific creative execution of the theme may not be.

Example 2 — The film set designer: 🎬 A film's production designer creates a distinctive dystopian urban aesthetic with specific architectural fragmentations, colour gradations, and spatial arrangements for an independent Vietnamese film. Three years later, a commercial blockbuster features an almost identical aesthetic in a 2-minute sequence. The independent designer raises a copyright concern. "It's just a generic dystopian aesthetic — can't claim that." Counter: "It's not the genre that's being claimed. It's the specific visual choices within that genre."

Example 3 — The music sample: 🎵 A hip-hop producer samples 4 seconds of a Vietnamese traditional melody, processed through synthesizers. The original musician claims infringement. "It's only 4 seconds!" Counter: "Duration is not the legal threshold." Courts around the world have found infringement in samples shorter than this. Duration alone has never been a legal safe harbour.

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🤔 Did You Know?

The Come My Way – Tàn Chỉ dispute is not Vietnam's first major copyright controversy involving the entertainment industry and visual arts. In 2019, several music videos were found to have used photographs by Vietnamese photographers without authorisation — leading to settlements, takedowns, and increased awareness of image licensing in commercial production. But Come My Way is notable for involving an installation artwork — a category of art that is relatively uncommon in Vietnamese copyright jurisprudence and will likely produce one of the first substantive legal analyses of how Article 6 of Decree 17/2023/NĐ-CP applies to disputes of this scale and commercial significance. 📚

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🌿 Law in Nature — The Ecosystem Equilibrium Parallel

The two-camp debate mirrors the dynamics of predator-prey population cycles in ecology. When a predator population (copyright defenders) increases, prey population (fan defenders) responds with heightened protective behaviour. The prey mobilise countermeasures. The predator population adjusts. Neither side eliminates the other; both are necessary for a functioning ecosystem.

In healthy ecological systems, a regulatory mechanism exists — seasonal scarcity, geographic limits — that prevents either population from consuming the other entirely. In a healthy legal ecosystem, that regulatory mechanism is the court system: it doesn't take sides, it applies rules, and it prevents either camp from simply overrunning the other through sheer volume of noise.

The problem in Come My Way is that both camps have been fighting in the ecosystem without waiting for the regulatory mechanism to activate. The result is a temporary population explosion of hot takes, followed by a crash when everyone realises the actual legal process hasn't even started yet. 🐺🦌

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💡 Tips — For Fans, Commenters, and Anyone Following Online IP Disputes

For fans defending an artist: You can defend them without making legally incorrect claims. "The dispute is unresolved and no finding of infringement has been made" is a legally accurate, completely defensible statement. "This isn't plagiarism because traditional culture is public domain" is not — because it conflates cultural theme (unprotectable) with specific expressive arrangement (potentially protected).

For copyright advocates: The strength of your case is undermined when public statements overreach the evidence. "There appears to be substantial similarity that warrants expert examination and formal review" is stronger than "This is clearly copyright infringement." The first is an allegation appropriate to the stage of proceedings. The second is a legal conclusion you're not authorised to make.

For content creators on social media commenting on disputes: Before you share your take, check: am I reporting (documenting what happened), or am I adjudicating (declaring who's guilty)? Reporting is protected speech. Adjudication of unproven facts that damages someone's reputation is actionable. The line matters.

For businesses and production teams watching this unfold: This case is a masterclass in why IP compliance checks belong in the production workflow, not in the apology after launch. The legal, reputational, and commercial costs of post-release controversy dwarf the cost of a pre-production IP audit. The lesson is being taught in real time.

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📝 Quick Quiz — Which Side Is Legally Correct?

Statement 1: "Because no court has ruled yet, Sơn Tùng's team hasn't done anything wrong."

Partially correct. No ruling = no established infringement. Presumption of innocence applies. But "not yet adjudicated" is different from "found to be without merit." The claim exists and deserves formal examination.

Statement 2: "Traditional Vietnamese architecture belongs to everyone, so no one can claim infringement based on using those images."

Legally incomplete. Ideas and cultural themes are unprotectable. However, the specific creative arrangement and expression of those elements can be protected. The question is never "did you use traditional architecture?" but "did you copy this specific creative treatment of traditional architecture?"

Statement 3: "Microwave Soups said sorry, so the matter is settled."

Legally incorrect. An apology is not a legal remedy, not a licence, and not an admission of infringement. The apology specifically used language that does not acknowledge legal wrongdoing. Lê Giang's rights and potential claims remain intact regardless of the apology.

Statement 4: "Copyright protection applies equally to 12 seconds as to an entire film."

Legally correct. Duration is not a threshold for copyright protection or infringement. The question is whether protected expression was reproduced — not for how long.

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🗣️ Call to Action

Where do you stand — not on who's right in the dispute (we genuinely don't know yet), but on how the debate itself has been conducted? Has social media made it harder or easier to get to a fair legal resolution? Is the fandom energy helpful (creating public accountability) or harmful (prejudicing the process)? Is the copyright defender camp appropriately rigorous, or have some overstepped into adjudication? 💬

Drop your thoughts in the comments — reasoned, curious, analytical perspectives are especially welcome. Ngọc Prinny will engage with the ones that add to the legal conversation rather than just repeat the two-camp talking points. And share this with anyone who's been swept up in the debate — on either side — and might benefit from stepping back to look at the legal framework. 📤

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🚨 Fun But Serious: A Brief Legal Disclaimer 🚨

Hey there, legal explorer! 🕵️‍♂️ Before you go...

• This article examines the public debate through a legal lens — it is NOT a finding on any party's liability, nor an endorsement of either camp's position 🗺️
• Every real legal situation is unique — and this one hasn't been officially adjudicated yet 🦄
• If you have a genuine IP concern, consult a professional 🧙‍♂️ — may we suggest Thầy Điệp & Associates Law Firm
• Need certified document services? Thu Thiem Notary Office is here 🖊️

Reading this doesn't make you a copyright adjudicator, just like having a hot take on Twitter doesn't make you a judge! ⚖️😉

Full disclaimer: ngocprinny.blogspot.com/2024/08/disclaimer.html

#LegalInfo #delulu.vn #NotLegalAdvice #ConsultAPro #NgocPrinny

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💝 Support Your Legal Ninja's Wellness Fund! 🍵

Writing this article required reading both sides of a heated online debate with genuine intellectual fairness — arguably the hardest intellectual task a legal writer can face. Every article is powered by:

• Hours of careful research and dual-perspective analysis 📚
• 10+ years of legal expertise ⚖️
• The discipline to say "both sides are partially right" without losing anyone 📝
• And a genuinely extraordinary quantity of calming herbal tea 🍵

If these posts have helped you think more clearly about IP law and online discourse, consider buying me a green tea ☕ Your support keeps the analysis balanced and this ninja sharp! 🌱

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If you're reading this at night — sweet dreams, and may you wake up having resolved the fan debate with clear legal thinking! 🌙✨

If you're reading this in the morning — wishing you a day full of nuanced takes, intellectual fairness, and zero defamatory tweets! ☀️💭

If you're reading this at lunch — enjoy every bite, and may your online disputes be more nourishing than your meal! 🍱⚖️

Whenever you're reading this — may you always be able to separate what you feel from what the law actually says! 🎵🔍

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Author: Nguyễn Lê Bảo Ngọc (Ngọc Prinny) | Reviewed by Ls. Lê Thị Kim Dung & Ls. Nguyễn Văn Điệp

#ComMyWay #TànChỉ #CopyrightDebate #NgocPrinny #SkyFandom #delulu_vn #VietnamIP #FandomCulture #CopyrightVietnam #QuyềnTácGiả #OnlineDebate #LegalAnalysis #LêGiang #SơnTùng2026