Vietnam Legal Services for Foreign Investors and International Business
ECOVIS Vietnam Law is a Vietnam-based business law firm advising foreign investors on Vietnamese law matters relating to market entry, foreign direct investment, factory setup, corporate governance, commercial contracts, labour compliance, regulatory approvals and post-licensing operations in Vietnam.
The firm advises German Mittelstand companies, European manufacturers, Asian multinationals, family-owned business groups and other international investors. The practice is led by Attorney Vu Manh Quynh, Managing Partner, with a focus on practical execution of Vietnam FDI projects, including investment licensing, provincial implementation practice, corporate structuring and foreign-invested enterprise governance.
As a member of ECOVIS International, a global professional services network founded in Germany with a presence in more than 90 countries, ECOVIS Vietnam Law coordinates Vietnam-law advice with tax advisers, accountants, auditors, lawyers and business advisers in relevant jurisdictions where required.
Our core advisory areas include Investment Registration Certificate and Enterprise Registration Certificate procedures, manufacturing investment, factory setup, industrial park due diligence, commercial contract localization, labour and work permit compliance, M&A support, joint ventures, tax-aware legal structuring, transfer pricing coordination and Vietnam-side supplier compliance support for German and European manufacturers.
Clients engage ECOVIS Vietnam Law for practical legal advice that can be implemented in Vietnam. We help decision-makers understand regulatory requirements, manage approval sequencing, reduce avoidable compliance risks and build legally stable operations in Vietnam.
International investors engage ECOVIS Vietnam Law for execution-ready advice, not abstract legal opinions. Our advisory value lies in the gap between what Vietnam’s Investment Law says and what provincial DPI offices, industrial zone authorities, and sector regulators actually do — the implementation reality that determines whether your capital is deployed on schedule or held in regulatory transit. We work across the full investment lifecycle: from initial market entry structuring through IRC and ERC registration, factory setup and industrial zone licensing, ongoing operational compliance, M&A transactions, and corporate governance for mature FIEs. For investors who need to move from decision to deployment with predictable timelines, we provide the regulatory sequencing, implementation roadmap, and province-level advisory that makes that possible.
Our Legal Services Include
1. Investment Law
ECOVIS Vietnam Law advises international investors on the full legal lifecycle of Foreign Direct Investment (FDI) in Vietnam — from initial investment structuring and enterprise registration through ongoing operational compliance. We work within the Investment Law 2020 and Enterprise Law 2020 framework, guiding investors through the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) process, sector-specific approvals, and foreign ownership restrictions applicable to each business line. Our advisory covers the practical execution layer: provincial DPI timelines, industrial zone licensing procedures, and the conditions precedent that determine how long capital is in transit versus deployed. Investment incentives — tax holidays, preferential corporate income tax rates, land lease exemptions — are mapped to your sector and investment location at the structuring stage, not discovered after registration.
2. Commercial and Corporate Law
Foreign-invested enterprises (FIEs) operating in Vietnam face a regulatory environment that combines national law with province-level administrative practice — and the gap between the two is where execution risk concentrates. ECOVIS Vietnam Law advises on corporate governance frameworks, charter structuring, board authority, and shareholder rights for foreign-invested limited liability companies (LLCs) and joint-stock companies. We draft and review internal regulations, investment and shareholder agreements, and governance documents that meet Vietnamese legal requirements while satisfying the compliance standards your parent company’s board expects. For German and European investors, we integrate LkSG Supply Chain Act and CS3D governance obligations into the FIE’s corporate structure from the establishment stage.
3. Private International Law
Cross-border transactions involving Vietnam require careful navigation of conflict-of-laws questions, recognition of foreign judgments, and the enforcement gap between contractual choice-of-law clauses and Vietnamese procedural reality. ECOVIS Vietnam Law advises on governing law selection, seat-of-arbitration strategy, and the enforceability of foreign arbitral awards in Vietnam under the New York Convention. We structure international contracts to minimize exposure in scenarios where Vietnamese courts have concurrent jurisdiction, and advise on recognition and enforcement of foreign court judgments through Vietnamese civil procedure. For intra-group transactions between a Vietnamese FIE and its overseas parent, we advise on related-party transaction documentation, transfer pricing compliance under Decree 132/2020/ND-CP, and regulatory approvals required for cross-border capital flows.
4. Technology Law (Blockchain, FinTech, EdTech)
Vietnam’s technology sector operates under a rapidly evolving regulatory landscape covering cybersecurity law, payment intermediary licensing, e-wallet operator regulations, and sector-specific foreign ownership restrictions for digital service businesses. ECOVIS Vietnam Law advises technology investors on licensing requirements, data localization obligations under the Cybersecurity Law 2018, foreign ownership restrictions in technology service sectors, and compliance with State Bank of Vietnam (SBV) regulations for fintech-adjacent business models. For blockchain and digital asset ventures, we advise on permissible business structures, foreign exchange control implications, and the compliance posture that reduces enforcement exposure in the current regulatory environment. EdTech investors face additional foreign ownership restrictions under Vietnam’s education sector FDI rules, which we map to your specific service delivery model at the structuring stage.
5. Initial Public Offering (IPO)
Listing a Vietnam-based entity on the Ho Chi Minh Stock Exchange (HoSE), Hanoi Stock Exchange (HNX), or an international exchange requires multi-jurisdictional coordination of securities regulation, corporate restructuring, financial disclosure requirements, and foreign investor holding limits. ECOVIS Vietnam Law advises on pre-IPO restructuring of foreign-invested enterprises into joint-stock companies, compliance with the Securities Law 2019, State Securities Commission (SSC) disclosure requirements, and the foreign ownership limit (FOL) framework under Decree 155/2020/ND-CP. For dual-listing or international listing structures, we coordinate with ECOVIS network advisors across relevant jurisdictions to ensure legal consistency across the offering structure. Pre-IPO legal due diligence, corporate clean-up, and related-party transaction rationalization are standard components of our IPO preparation mandate.
6. National and International Contract Law
Contracts governing foreign investment projects in Vietnam carry risks that generic contract review misses: foreign exchange payment restrictions, the enforceability of penalty clauses under Vietnamese Civil Code 2015, and tax characterization of cross-border service fees and royalties that creates withholding tax exposure. ECOVIS Vietnam Law drafts and reviews EPC contracts, supply agreements, distribution agreements, technology transfer contracts, and intercompany service agreements for foreign investors operating in Vietnam. We advise on where standard international contract templates require adaptation for Vietnamese legal enforceability, and on State Bank of Vietnam approval requirements for cross-border payment terms. Transfer pricing documentation for intercompany contracts is coordinated with our tax advisory team to ensure commercial terms align with regulatory compliance under Decree 132/2020/ND-CP.
Ready to Structure Your Vietnam Investment?
Attorney Vu Manh Quynh advises international investors on FDI structuring, licensing and regulatory compliance in Vietnam.
7. Company Incorporation
Establishing a foreign-invested enterprise (FIE) in Vietnam requires more than completing registration forms — the legal structure chosen at incorporation determines tax position, foreign ownership flexibility, profit repatriation rights, and future M&A optionality. ECOVIS Vietnam Law advises on entity type selection (LLC vs. joint-stock company), single-member vs. multi-member structures, branch office vs. representative office vs. incorporated entity, and the conditions under which a foreign investor can hold 100% ownership versus requiring a local joint-venture partner. We manage the full Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) process, including sector-specific sub-licensing for regulated industries. For manufacturing investors, we advise on industrial zone registration versus outside-zone establishment, including the licensing pathway differences between Export Processing Enterprise (EPE) status and standard FIE registration.
8. Competition Law
Vietnam’s Competition Law 2018 and implementing Decree 35/2020/ND-CP established the Vietnam Competition and Consumer Authority (VCCA) with enhanced powers to investigate anti-competitive agreements, abuse of dominance, and economic concentrations. Foreign investors face competition law exposure at multiple points: merger control notification thresholds for M&A transactions, distribution agreement restrictions that may constitute vertical restraints, and market dominance thresholds applicable from 30% market share. ECOVIS Vietnam Law advises on merger control notification requirements for inbound M&A, competition law compliance programs for distribution networks and agency arrangements, and dominance risk assessments for companies with significant Vietnam market positions. For German and European investors, we advise on the interaction between Vietnam competition law obligations and EU competition compliance requirements applicable to parent group conduct.
9. Industrial Property Protection
Intellectual property protection for foreign investors in Vietnam requires proactive registration and active monitoring — Vietnam operates a first-to-file trademark system, and well-known international brands have been pre-registered by local parties, creating costly disputes that a timely registration strategy prevents. ECOVIS Vietnam Law advises on trademark registration through the National Office of Intellectual Property (NOIP), patent protection strategies for manufacturing and technology investors, trade secret protection under Vietnamese law, and copyright registration for software and creative assets. For investors transferring technology to Vietnamese joint-venture partners or contract manufacturers, we draft technology transfer agreements, licensing arrangements, and confidentiality frameworks that protect IP rights under Vietnamese law while complying with NOIP registration requirements. IP due diligence — assessing the target’s IP position before an M&A transaction — is an integrated component of our legal due diligence service.
10. Legal Due Diligence
Legal due diligence for Vietnam M&A and investment transactions requires expertise that goes beyond reviewing corporate documents — it means understanding the gap between what licenses say and what provincial authorities have actually approved, identifying undisclosed regulatory violations, and assessing labour liabilities for factories with large workforces. ECOVIS Vietnam Law conducts legal due diligence for inbound acquisitions, joint-venture formations, and real estate investment transactions, covering corporate structure and ownership chain, land use rights and construction permitting, regulatory licensing, employment law compliance, tax compliance history, and material contract review. We structure due diligence reports for deal teams that need to make investment decisions: findings are prioritized by risk level, conditions precedent are distinguished from post-closing remediation items, and price adjustment implications are identified where legal findings affect deal economics. For manufacturing facility transactions, we include a compliance review covering environmental permits, fire safety certification, and industrial zone compliance.
11. Mergers, Acquisitions, and Joint Ventures
Vietnam M&A transactions involving foreign investors require navigation of foreign ownership restrictions, sector-specific approval requirements, and a deal execution process that differs materially from European or US M&A practice. ECOVIS Vietnam Law advises acquirers and targets on inbound M&A structuring, foreign investor approval procedures under Investment Law 2020, economic concentration notifications to the VCCA, and deal structuring for regulated sectors including banking, insurance, real estate, and manufacturing. For joint-venture formations, we draft shareholders’ agreements, charter documents, management structure provisions, and exit mechanisms that protect minority investor rights under Vietnamese corporate law. Our M&A advisory integrates legal due diligence, tax structuring including capital gains tax and withholding tax analysis, and post-closing integration support — giving investors coordinated advice on transaction structure, tax efficiency, and regulatory compliance from a single team.
12. Labour Law
Vietnam’s Labour Code 2019 introduced significant changes to employment contracts, working hours, trade union obligations, and termination procedures that directly affect foreign-invested manufacturers and service companies. ECOVIS Vietnam Law advises on employment contract structures for expatriate and local employees, internal labour regulations required for enterprises with 10 or more employees, collective bargaining and trade union obligations, and lawful termination procedures that avoid wrongful dismissal liability. For manufacturing investors, we advise on workforce planning for factory setup — including probation period limits, overtime cap compliance under Labour Code 2019, shift arrangement legality, and legal requirements for employing foreign experts and technicians in Vietnam. German and European investors subject to LkSG or EU CS3D require supply chain labour compliance documentation meeting both Vietnamese law and parent-country reporting standards — we advise on both simultaneously.
Planning a Vietnam M&A Transaction, Factory Setup or Market Entry?
Get execution-ready legal advice from ECOVIS Vietnam Law — practical guidance built for international investors.
13. Family, Estate and Inheritance Law for Foreign Nationals
Foreign nationals residing in Vietnam and internationally mobile families with assets in multiple jurisdictions face complex questions around property rights, inheritance planning, and cross-border family law matters that require advice bridging Vietnamese law and the law of the home country. ECOVIS Vietnam Law advises expatriate residents and internationally mobile families on property ownership restrictions for foreigners under the Housing Law 2023, marriage property regime planning for cross-border couples, and the inheritance rights of foreign beneficiaries under Vietnamese succession law. For family offices and high-net-worth investors with Vietnam-based assets, we advise on estate planning structures that ensure Vietnam-sited assets pass efficiently to intended beneficiaries within the constraints of Vietnamese inheritance law. Through the ECOVIS International network, we coordinate with advisors in Germany, Switzerland, and other jurisdictions to ensure cross-border estate plans are legally consistent across all relevant legal systems.
14. Real Estate and Planning Laws
Vietnam’s real estate framework for foreign investors was substantially updated by the Land Law 2024, Housing Law 2023, and Real Estate Business Law 2023 — a major legislative overhaul that took effect in August 2024 and changed land use rights transfer procedures, foreign buyer eligibility, and property project approval pathways. ECOVIS Vietnam Law advises foreign investors on permissible forms of real estate acquisition — land use rights leasing, commercial property acquisition, and industrial zone land lease structuring — within the constraints applicable to foreign-invested enterprises under Vietnamese land law. For industrial investors, we advise on land use rights certificates (LURC) for factory sites, industrial zone land lease agreements, and the regulatory pathway for obtaining construction permits under the Construction Law 2020. Foreign individuals purchasing residential property under the Housing Law 2023 foreign buyer quota system receive tailored advice on ownership form, title transfer procedures, and the resale restrictions applicable to foreign-owned residential property.
15. Insolvency Law
Financial distress for foreign-invested enterprises in Vietnam creates specific challenges: the Enterprise Bankruptcy Law 2014 process is slow and creditor recovery uncertain, but early out-of-court restructuring — before formal insolvency proceedings — preserves significantly more value for all stakeholders. ECOVIS Vietnam Law advises foreign investors, creditors, and management teams on restructuring options, debt workouts, and operational restructuring for financially distressed FIEs. For foreign creditors with Vietnam exposure, we advise on security enforcement, pledge and mortgage realization over Vietnamese assets, and the procedural pathway for participating in Vietnam bankruptcy proceedings as a foreign creditor. Foreign investors considering withdrawal from the Vietnam market — whether through solvent wind-up, asset sale, or formal liquidation — receive structured advice on tax implications, regulatory de-registration requirements, and timeline management for an orderly exit.
16. Litigation and Dispute Resolution
Dispute resolution for foreign investors in Vietnam requires a strategic choice between Vietnamese courts, domestic arbitration at the Vietnam International Arbitration Centre (VIAC), and international arbitration — a choice that affects enforceability, timeline, confidentiality, and the practical ability to collect on a judgment. ECOVIS Vietnam Law represents foreign investors and FIEs in commercial disputes before Vietnamese courts and at VIAC, and advises on the enforceability of international arbitration clauses in Vietnam-law governed contracts. We advise on recognition and enforcement of foreign arbitral awards under Vietnam’s Civil Procedure Code, and on the strategic considerations that determine whether litigation or arbitration is the more effective path for a specific dispute. For investors in the pre-dispute phase reviewing underperforming commercial relationships, we provide an honest assessment of realistic enforcement options and timelines — including the practical reality of what provincial courts and enforcement officers do in practice.
17. Vietnamese Companies Go Global
ECOVIS Vietnam Law supports Vietnamese companies, founders, family-owned businesses, private groups and growth companies in planning and executing their international expansion beyond Vietnam.
As Vietnamese businesses increasingly expand into Southeast Asia, Europe, North America, Australia and other global markets, they face complex questions involving market entry structure, foreign subsidiary setup, cross-border contracts, offshore investment registration, tax coordination, governance, financing, commercial risk and regulatory compliance.
Our role is to advise Vietnamese companies on the Vietnam-law aspects of outbound expansion and to coordinate, where appropriate, with qualified ECOVIS professionals and other advisers in the target jurisdictions. Through the ECOVIS International network, present in more than 90 countries, Vietnamese companies can access coordinated support from local lawyers, tax advisers, accountants, auditors and business advisers in relevant markets.
Core advisory areas include: outbound investment structuring from Vietnam; offshore investment registration and Vietnam regulatory procedures; establishment of foreign subsidiaries, branches or representative offices; cross-border commercial contracts and distribution structures; international joint ventures and strategic partnerships; acquisition of foreign companies or assets; tax, accounting and audit coordination with overseas professionals; governance structure for Vietnamese-controlled international groups; foreign exchange, capital remittance and profit repatriation planning; risk review for expansion into ASEAN, Germany, the EU, Australia, the United States and other markets.
ECOVIS Vietnam Law helps Vietnamese companies prepare for international expansion with legal clarity, disciplined execution and access to professional support in relevant jurisdictions. For Vietnamese companies going global, ECOVIS Vietnam Law acts as the Vietnam-based legal coordinator — connecting domestic legal requirements with international execution through the ECOVIS professional network.
ECOVIS Vietnam Law advises on Vietnam-law aspects of outbound expansion. Legal, tax, accounting, audit and regulatory advice in foreign jurisdictions is provided by appropriately qualified professionals in those jurisdictions.
Vietnam Legal Advisory for International Investors and Vietnamese Companies Going Global
Contact Attorney Vu Manh Quynh at vietnam@ecovislaw.vn or call +84 898 120 121.
The ECOVIS Difference
Our clients benefit from ECOVIS Vietnam Law’s combination of Vietnam-specific regulatory expertise and the global ECOVIS International professional network. Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law, advising international investors on Foreign Direct Investment (FDI), corporate governance, and regulatory compliance in Vietnam. For a consultation on your Vietnam investment requirements, contact the team at vietnam@ecovislaw.vn or visit ecovislaw.vn.