Abilities
Industries
Vietnam
About
Insights
Need Advisory?
Every engagement begins with a structured conversation about your situation.
Contact Us →Every engagement begins with a structured conversation about your situation.
Contact Us →InvestPro Law Firm
The legal environment for foreign-invested enterprises in Vietnam has grown increasingly sophisticated over the past decade. New legislation — the Law on Enterprise 2020, the Law on Investment 2020, the Labor Code 2019, and the Civil Code 2015 — has tightened compliance obligations while creating clearer frameworks for commercial activity. Navigating this landscape requires counsel that understands not only the text of the law, but also the administrative practice through which it is applied.
Our litigation philosophy is grounded in preparation and proportionality. We represent clients in economic and civil proceedings before courts and administrative agencies at district, provincial, and appellate levels. Our attorneys handle matters from pre-litigation risk assessment through the completion of the appeals process, with a disciplined focus on the commercial objectives underlying each dispute. We do not measure success by the volume of cases filed, but by the practical resolution of conflicts in a manner that preserves business relationships where possible and protects our clients' positions where necessary.
Contract architecture is a core strength of our practice. Rather than approaching drafting as a form-filling exercise, we structure agreements for enforceability under Vietnamese law, anticipating the interpretive principles that courts and arbitration panels apply. This means addressing governing law clauses, dispute resolution mechanisms, and jurisdictional provisions with an understanding of how Vietnamese courts treat foreign judgments and arbitral awards. We pay particular attention to the Law on Contracts and Torts 2023, which introduced material changes to liability regimes, force majeure interpretation, and penalty clauses.
Labour compliance presents distinct challenges for foreign-invested enterprises. The Labor Code 2019 introduced significant changes to indefinite-term contracts, overtime limits, and disciplinary procedures, while retaining strict work permit requirements for foreign employees. We advise on employment contract structuring, internal labour regulations, collective bargaining, and termination procedures, with particular attention to the compliance audits conducted by provincial labour departments. Our experience includes defending clients in labour disputes before the Labour Arbitration Council and courts, as well as proactive compliance reviews that identify risks before they crystallise.
Regulatory navigation in Vietnam requires an appreciation of provincial variation. While national laws provide the framework, implementation differs meaningfully across provinces and centrally governed cities. Department of Planning and Investment (DPI) offices, provincial tax authorities, and labour departments each interpret their mandates with varying degrees of formality and consistency. Our practice maintains active working relationships with regulators at both national and provincial levels, enabling us to advise clients on the practical requirements they will face in specific jurisdictions — not merely the theoretical requirements set out in statute.
Discovery — We begin by understanding your business, legal position, and objectives through detailed consultations.
Strategy & Documentation — We develop legal strategies and draft or review all necessary contracts, agreements, and corporate documents.
Implementation — We execute filings, negotiate with counterparties, and represent you in proceedings as required.
Ongoing Compliance — We provide continued monitoring and advisory to ensure your business remains compliant with evolving regulations.
The Law on Enterprise 2020 governs company formation, corporate governance, M&A, and share transfers, and is critical for all FDI structuring. Recent implementing decrees have clarified registration procedures for conditional business lines, but foreign investors should be aware that charter capital contributions must be made in accordance with the schedule set out in the Investment Registration Certificate, with delays potentially triggering administrative penalties or revocation.
The Civil Code 2015 provides the foundation for contract law, property rights, and civil obligations essential for commercial transactions. The 2023 amendments introduced changes to guarantee structures, agency relationships, and liability frameworks that affect how foreign-invested enterprises structure their contractual arrangements with local partners, suppliers, and distributors.
The Commercial Law 2005 governs commercial transactions, agency, distribution, and international trade contracts. Distribution agreements, franchise arrangements, and commercial agency relationships must comply with specific formal requirements, including registration obligations with the Ministry of Industry and Trade for certain categories of contract.
The Labor Code 2019 sets comprehensive employment regulations including contracts, termination, and foreign worker requirements. Enterprises employing foreign nationals must navigate work permit quotas, temporary residence card requirements, and social insurance contributions under the Law on Social Insurance 2014 (as amended), with non-compliance exposing both the enterprise and individual employees to significant penalties.
Foreign ownership restrictions and conditional business lines may apply depending on your sector and require careful navigation. Decree 31/2021/ND-CP details the list of conditional business lines and foreign ownership caps consistent with Vietnam's WTO commitments, with additional restrictions applying in certain sensitive sectors through specific ministry regulations.
Dispute resolution clauses should be drafted with an understanding of Vietnamese enforcement practice. While Vietnam is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, actual enforcement of foreign arbitral awards requires navigation of the Civil Procedure Code 2015 and remains subject to limited grounds for refusal recognised by Vietnamese courts.
