Corporate & Business Law

Practice Overview

Corporate law in Vietnam is governed primarily by the Law on Enterprise 2020 and the Law on Investment 2020, which together establish the framework for business establishment, capital structure, governance, and ongoing compliance. Foreign investors face additional layers of regulation, including foreign ownership restrictions under Vietnam's WTO commitments, conditional business line requirements, and Investment Registration Certificate obligations. The interaction of these frameworks creates complexity that requires careful navigation from the initial structuring phase through the operational lifecycle.

Entity selection is the foundational decision in any Vietnam market entry. The Law on Enterprise 2020 recognises several organisational forms, but foreign investors typically operate through limited liability companies (single-member or multi-member) or joint stock companies. Each form carries distinct implications for capital requirements, governance structure, transferability of ownership interests, and regulatory filing obligations. We advise clients on entity selection based on their ownership structure, capital plans, intended exit pathway, and sector-specific requirements.

Corporate governance under Vietnamese law requires attention to mechanisms that may differ from common law jurisdictions. The Members' Council or Board of Directors has specified authority over capital increases, mergers, divestitures, and amendments to the company's charter. The Charter itself is a constitutive document filed with the Business Registration Office and is enforceable against the company and its members. We draft charters that allocate authority appropriately between shareholders and management, establish clear decision-making procedures, and provide for deadlock resolution.

Restructuring and reorganisation of Vietnamese entities requires compliance with procedures that can be time-consuming if not planned in advance. Capital increases require amendments to the Investment Registration Certificate and the Enterprise Registration Certificate, with provincial Department of Planning and Investment review. Share transfers may trigger foreign investment approval requirements, tax obligations, and — in certain sectors — regulatory consent. Conversions between entity types require statutory procedures including creditor notification and amended registration filings.

Ongoing corporate compliance is a discipline that many foreign-invested enterprises underestimate. Annual compliance obligations include audited financial statement filing, corporate income tax finalisation, labour report submission, and foreign investment report filing. Changes to registered information — including charter capital, legal representative, business lines, or head office address — require amendment filings within specified deadlines. Non-compliance can result in administrative penalties, restrictions on capital repatriation, and, in extreme cases, revocation of the enterprise registration.

Key Capabilities

• Entity Formation — IRC and ERC applications, charter drafting, and operational readiness for LLCs and JSCs.
• Corporate Governance — Charter drafting, board procedures, shareholder agreements, and authority allocation.
• Restructuring — Capital increases, share transfers, entity conversions, and group reorganisations.
• Compliance Management — Annual filing obligations, regulatory reporting, and amendment procedures.
• Foreign Investment Structuring — Ownership optimisation, nominee arrangements, and offshore holding structures.
• Dissolution & Liquidation — Voluntary winding-up, creditor settlement, and deregistration procedures.

Our Process

Important Considerations