
Vietnam's investment regime varies dramatically by sector. Some are unrestricted; others are conditional, capped, or closed entirely. Mistaking the regime in your sector is an expensive error.
JVs that look balanced on paper often fail under stress. Governance, deadlock, exit, related-party transactions, and dividend rights all need careful Vietnamese drafting.
Most foreign-investor commercial disputes I see were structurally avoidable: weak contracts, missing arbitration clauses, undocumented capital injections, or related-party transactions never approved as required.
Vietnam is one of the fastest-growing economies in Asia and a destination of choice for foreign direct investment in manufacturing, technology, financial services, and consumer products. The country offers a young workforce, expanding domestic consumption, and trade-agreement preferences (EVFTA, CPTPP, RCEP) that few peer economies can match. The flip side is a regulatory environment that rewards careful local navigation and punishes the casual or under-prepared.
I represent foreign-invested enterprises (FIEs), overseas holding companies, and individual investors at every stage of their Vietnamese commercial life. Market entry — whether by greenfield FIE, joint venture, or share acquisition — has its own procedural choreography, with multiple licences and approvals that vary by sector. Ongoing operations involve continuous compliance with corporate governance, tax, labour, and sector-specific regulation. And exits — whether structured sales, strategic mergers, or contested divestments — bring their own legal complexities.
Beyond the day-to-day, commercial disputes are an inevitable feature of doing business in any emerging market. When they arise between a foreign investor and a Vietnamese counterparty, the stakes are amplified by cultural, language, and procedural differences. I represent foreign clients in these disputes through negotiation, arbitration, and litigation — and increasingly, in early-stage advisory work designed to prevent disputes by structuring contracts and operations defensively from the outset.
The most expensive mistakes in Vietnamese corporate practice are made at the entry stage. A poorly chosen vehicle (an FIE versus a representative office, a 100%-foreign LLC versus a JV), a sectoral cap missed in due diligence, an insufficient minimum charter capital declared, or a contract drafted to common-law expectations and unenforceable under Vietnamese law — each of these can define the next ten years of an investor's experience in the country. Spending properly on legal at entry is a direct and outsized investment in the rest of the business.
The same is true at exit. Vietnamese share-purchase agreements look superficially like their international counterparts but contain quirks (notarisation requirements, pre-emption rights, escrow rules, foreign-exchange restrictions on share payments) that can surface late and force last-minute restructuring. A buyer who walks away over a discoverable defect leaves more than money on the table.
Between entry and exit, ongoing corporate housekeeping matters more in Vietnam than in many investor home jurisdictions. Annual filings, regular changes to charter capital and ownership, board and shareholder governance, employee contracts, related-party transactions — all of these create paper trails that future buyers, lenders, regulators, or litigants will examine. Keeping that record clean is not glamorous but is exactly what protects long-term value.
My practice is structured around the specific needs of clients who are new to — or unfamiliar with — Vietnam's legal system.
Companies and individual investors planning their first investment in Vietnam — vehicle selection, sectoral analysis, IRC and ERC procedures, and operational set-up.
Foreign-invested enterprises already in Vietnam, requiring ongoing corporate, contractual, and dispute support — and senior counsel for inflection points (capital changes, restructuring, M&A).
Foreign buyers acquiring Vietnamese targets, foreign sellers exiting Vietnamese investments, and joint-venture partners restructuring or unwinding their relationships.
Comparative analysis of vehicle types (LLC, JSC, branch, representative office), sectoral conditions, capital requirements, and tax treatment. Full procedural set-up: IRC, ERC, banking, tax registration, seal.
No surprises, no hidden steps. Here's exactly what happens after you reach out.
Understanding the business objective, the deal structure, and the regulatory landscape. Output: a written strategy memo with options, costs, and timeline.
1-2 weeksDrafting the contracts and applications, submitting to the relevant regulators, and managing iterative approvals.
4-12 weeksFormal closing of the transaction, registration of the new entity or change, and post-closing compliance steps.
1-4 weeksContinuing as outside Vietnamese counsel for governance, contracts, disputes, and inflection points throughout the life of the investment.
Ongoing
From entry to exit, the right legal partner makes the difference between a Vietnamese investment that works and one that wears you down. Reach out for a strategic conversation.
Office Hours: Mon-Fri, 8:30 AM - 6:00 PM (GMT+7, Indochina Time)