Investment Consulting

Practice Overview

Vietnam's investment landscape is governed by sector-specific frameworks that create distinct regulatory environments for different industries. Manufacturing investments benefit from established industrial zone infrastructure and long-standing incentive regimes. Technology and fintech investments navigate a newer regulatory framework under the Law on Investment 2020 and the Law on Technology Transfer 2017, with additional oversight from the State Bank of Vietnam for payment-related activities. Healthcare and education investments face foreign ownership caps and conditional licensing requirements that vary by sub-sector. Real estate investments are subject to land use right restrictions and foreign ownership limits on residential developments. We advise clients within the specific framework governing their sector, rather than applying a generic investment template.

Partner identification and due diligence is a critical service for investors considering joint ventures or strategic alliances. Our methodology includes systematic screening against criteria defined with the client, preliminary background checks on potential partners' corporate history and litigation record, and structured interviews to assess strategic alignment and operational capability. We evaluate not only the partner's financial standing but also their regulatory compliance history, relationships with local authorities, and reputation within the industry. For manufacturing partnerships, we assess production capabilities, quality certifications, and supply chain relationships. For distribution partnerships, we examine channel coverage, logistics infrastructure, and historical performance with comparable brands.

Joint venture structuring and governance requires attention to mechanisms that will function under Vietnamese law. We design shareholder agreements that address capital contribution schedules, board composition and voting rights, dividend policy, dispute resolution, and exit mechanisms. Particular attention is given to deadlock resolution procedures, as Vietnamese courts have limited experience with complex corporate governance disputes. We also address the practical aspects of JV management, including financial reporting standards, procurement policies, and related-party transaction controls. Our experience indicates that well-documented governance frameworks reduce the incidence of shareholder disputes and accelerate resolution when conflicts arise.

Exit strategy planning should be incorporated at the investment design stage rather than deferred until exit becomes imminent. We advise on the full range of exit mechanisms available in Vietnam: share transfers to strategic or financial buyers, buy-back provisions, put and call options, and voluntary liquidation. Each mechanism carries distinct regulatory, tax, and timing implications. Share transfers to foreign buyers may trigger Investment Registration Certificate amendment requirements. Buy-back provisions must comply with capital maintenance rules under the Law on Enterprise 2020. Voluntary liquidation is a formal process supervised by the Business Registration Office with creditor notification requirements and statutory timelines. We structure investments with exit flexibility that accommodates changing circumstances.

Incentive negotiation with provincial authorities is often the most commercially significant aspect of greenfield investment planning. Vietnam offers a multi-layered incentive framework comprising corporate income tax holidays, reduced tax rates, land rent exemptions, import duty exemptions on capital goods, and accelerated depreciation. The availability and generosity of these incentives depend on the project's location, sector, scale, and technology level. We assist clients in preparing investment proposals that position projects favourably within the applicable incentive categories, and we engage directly with provincial People's Committees and management boards of industrial zones to negotiate incentive packages. Our objective is to secure incentives that are documented in the Investment Registration Certificate and therefore legally enforceable.

Key Capabilities

• Market Entry Strategy — Comprehensive entry mode analysis — greenfield, JV, M&A, or partnership — tailored to your sector and risk appetite.
• Feasibility Studies — Robust financial and technical feasibility analysis to validate investment assumptions and project returns.
• Regulatory Mapping — Clear identification of licensing requirements, ownership restrictions, and compliance obligations for your sector.
• Competitor Analysis — In-depth competitive landscape assessment including market share, pricing, distribution, and strategic positioning.
• Location Selection — Industrial zone comparison, logistics analysis, and incentive evaluation to identify optimal operating locations.
• Partner Identification — Systematic search and screening of potential local partners, distributors, or acquisition targets.

Our Process

Important Considerations