Foreign Investment Legal Services Vietnam Under the 2025 Law

Foreign investment legal services Vietnam should begin before an investor chooses a company name or signs a lease. The decisive questions are whether the proposed activity is open to foreign investment, which entry route fits the commercial plan, which approvals must precede closing, and whether the project can lawfully use its intended site, capital and licences. This guide presents a transaction-focused approach under the law applying on the scheduled publication date of 2 August 2026.

Define the investment project before selecting a procedure

Investors often describe the objective too broadly: “set up a trading company”, “buy a factory”, or “open a technology business”. Counsel needs an operating model. Identify products and services, customers, delivery channels, import and export activity, premises, headcount, technology, data, regulated equipment, expected revenue and funding. Each feature can affect market access, licences, land use, tax and the application dossier.

A useful first-stage deliverable is a written issues map, not an immediate filing. It should separate conditions that determine whether the investment is viable from matters that can be completed after establishment. This prevents capital, leases and commercial promises from being committed around an approval that may not be available on the assumed terms.

Market access is tested activity by activity

Vietnam applies market-access conditions to foreign investors in relevant sectors. The review must match the investor’s exact activities against the current statutory framework, implementing instruments and applicable international commitments. Conditions may concern foreign ownership, form of investment, scope of activity, investor qualifications, local partners or other requirements.

Business descriptions should not be made vague to avoid analysis. Registration wording must support what the company will actually do. A project combining software, online intermediation, advertising, logistics and payment features may trigger different rules even though the founder calls it one platform. Counsel should document the legal basis for each proposed line and identify any interpretation that requires confirmation with the competent authority.

Choose between a new vehicle, acquisition or contractual route

A greenfield structure gives the investor a clean vehicle and tailored governance, but may require investment and enterprise registration before operations begin. Acquiring shares or capital in an existing company can provide contracts, workforce and licences, while adding historic tax, labour, compliance and ownership risk. A business cooperation contract may suit a defined collaboration without establishing a new entity, but requires careful allocation of management, revenue, tax and exit.

Investment approval, registration and enterprise establishment

The procedural path depends on the investor, project, location, scale, land arrangements and sector. Some projects require approval of investment policy by the competent authority. A foreign-invested greenfield project commonly involves an Investment Registration Certificate and then enterprise registration, subject to the current law and exceptions. These are distinct legal steps: project registration does not replace the company’s enterprise record or sector licences.

A credible dossier aligns the project objectives, location, implementation schedule, investment capital and investor capacity. Inconsistent figures across corporate documents, financial evidence and lease arrangements cause questions. Translations and legalisation of overseas documents should be planned early. Counsel should confirm the correct receiving authority and current forms rather than relying on a historic filing pack.

Transition from the 2020 law must be handled expressly

Law No. 143/2025/QH15 contains effective-date and transitional provisions. The correct treatment of a project already approved, a pending dossier or an incentive previously granted depends on its procedural status and the relevant provision. Existing implementing texts may continue to operate to the extent allowed by transition arrangements until replaced, but they must be checked for consistency with the new law.

Foreign investment legal services Vietnam should therefore record the date on which the application, approval or transaction step occurred. A memorandum should identify whether the new rule applies, whether an existing entitlement is preserved and whether the authority requires a revised form or supplemental document. Simply replacing the name of the statute in an old template is not a legal update.

Capital, bank accounts and funding evidence

Investment capital, charter capital and borrowed funding perform different functions. The documents should state realistic amounts and contribution schedules. After establishment, foreign-investment capital flows generally need to use the appropriate bank-account structure under foreign-exchange rules. Late or incorrectly routed contributions can create registration, accounting and repatriation problems.

Funding documents should align with the approved project and enterprise records. Shareholder loans require review of foreign borrowing rules, maturity, reporting and registration where applicable. Investors should model the path for dividends, loan repayment, service fees and exit proceeds rather than asking about repatriation only after profits arise.

Site, land and construction feasibility

A signed lease does not prove that a location can support the project. Due diligence should verify the lessor’s rights, permitted land use, construction status, planning, fire-safety position, environmental requirements, access and utility capacity. For industrial facilities, the review may extend to infrastructure agreements, wastewater arrangements and handover conditions.

Lease conditions should correspond to investment approvals. If the project depends on an approval or licence, the lease needs workable conditions precedent, rent commencement and exit rights. An investor should avoid non-refundable expenditure until the critical site assumptions are confirmed.

Operational licences sit beyond incorporation

Enterprise registration establishes a legal entity; it does not automatically authorise every regulated activity. Depending on the business, separate requirements may concern retail, education, healthcare, food, logistics, advertising, telecommunications, cybersecurity, environment, construction or other sectors. Product registration and facility conditions may also apply.

A licence matrix should identify legal basis, authority, prerequisites, lead time, responsible team and whether activity may start before approval. This becomes the launch plan. Marketing, contracts and invoices should not describe a service that the company is not yet authorised to provide.

Acquisition approvals and due diligence

For acquisitions, counsel assesses whether foreign-investor approval or other pre-closing clearance is required under current investment law, sector rules, competition law or the target’s licences. The ownership chain and ultimate investors may be relevant. Closing steps must be sequenced so payment, approval, register changes and control transfer do not contradict one another.

Due diligence should be risk-based. Confirm corporate ownership, capital contributions, licences, material contracts, land, tax, labour, litigation, data and environmental exposure. Findings should feed directly into price adjustment, conditions precedent, warranties, indemnities, escrow or holdback. A long report that does not change the transaction documents has limited value.

Governance that works after closing

The Law on Enterprises 2020 remains central to company formation and governance, subject to amendments and the structure selected. Charter provisions and shareholder agreements should align on reserved matters, appointments, quorum, information, financing, related-party transactions, transfer restrictions, deadlock and exit. Contract rights should be checked against mandatory corporate rules and registration records.

For joint ventures, practical control is more than an ownership percentage. Consider who controls budgets, bank mandates, key hires, licences, technology and customer contracts. Deadlock provisions should distinguish genuine fundamental disagreement from ordinary operational delay and provide a lawful, fundable exit.

Tax and incentives require fact-specific confirmation

Investment incentives may depend on sector, location, scale, technology or other statutory criteria. They should not be advertised as automatic. Counsel and tax advisers must confirm eligibility, duration, calculation, procedural steps and ongoing conditions under current investment and tax law. The financial model should also address corporate income tax, value-added tax, import duties, withholding and transfer pricing.

Incentive documentation should be retained with evidence that conditions continue to be met. A restructuring, relocation or change of activity can affect entitlement. The investment team should assign responsibility for monitoring rather than treating incentive approval as permanent.

Post-licensing compliance calendar

The company should convert approvals into a controlled compliance calendar before launch. This is where foreign investment legal services Vietnam work shifts from transaction execution to operational ownership, with each obligation assigned to a responsible officer and supported by retained evidence.

1. Complete capital contributions through the correct account and retain evidence.
2. Maintain enterprise and investment registers and report changes on time.
3. Obtain operational licences before commencing regulated activities.
4. Adopt accounting, invoice, tax and transfer-pricing processes.
5. Execute compliant labour arrangements and foreign-worker procedures.
6. Implement data, cybersecurity, anti-corruption and internal approval controls.
7. Track project milestones and required investment reports.
8. Review licence impact before changing ownership, activity, location or capital.

How to scope foreign investment legal services Vietnam

A written engagement for foreign investment legal services Vietnam should allocate responsibility for market-access research, filing, licence coordination and post-closing compliance. The foreign investment legal services Vietnam team should identify assumptions that depend on an authority or technical adviser. Management should also require the foreign investment legal services Vietnam work product to distinguish mandatory conditions from recommended controls. This makes the foreign investment legal services Vietnam budget measurable and avoids treating incorporation as project completion.

Request a viability memorandum before filings

The memorandum should state the proposed activities, market-access basis, entry options, approvals, site dependencies, licences and unresolved assumptions. It provides a decision record for management.

Define responsibility across advisers

Legal, tax, accounting, technical, environmental and real-estate work may overlap. A responsibility matrix prevents gaps and identifies which opinion supports each closing condition.

Ask for an implementation deliverable

The final product should include more than certificates. Request a closing binder, licence matrix, obligations calendar and list of conditions that remain outstanding after launch.

Build an investment decision record before committing capital

The board or investment committee should receive a concise decision paper showing the ownership chain, selected entry route, required approvals, critical licences, site conditions, funding path, incentives and key legal uncertainty. Each unresolved point should have an owner and a date by which it must be confirmed. The paper should distinguish a legal prohibition from a matter that remains subject to authority practice or factual evidence.

That record improves later compliance. If the project changes its product, location, capital or shareholder, management can compare the change with the approved assumptions and obtain advice before implementation. It also gives auditors and incoming officers a reliable explanation of why the original structure was selected.

A foreign investment file is complete only when the approved structure can operate as described. Certificates, funding routes, premises, licences, governance and reporting duties must form one consistent implementation record rather than separate workstreams that meet for the first time after launch.

Jurion & Partners investment-project principle

Conclusion: foreign investment legal services Vietnam should protect implementation

Before closing or launch, management should hold a readiness review. The agenda should cover the approved project description, corporate records, capital evidence, bank mandates, premises, tax registration, employment, operational permits, customer contracts and mandatory reports. Each unresolved item should have a lawful interim position; commercial pressure is not a substitute for authorisation.

The same discipline applies after launch. Proposed changes to ownership, capital, location, technology, project scale or business activity should be screened before commitments are made. Some changes may require adjustment or approval, while others affect sector licences, tax treatment or contractual consents. Maintaining the original decision record makes this analysis faster and more reliable.

Investors should also schedule periodic compliance reviews around the company’s actual operations. A certificate-based review can miss an online feature, distribution model, foreign loan or facility change introduced by the business team. Interviews with operational owners and sample transaction testing provide stronger evidence that the registered structure and daily activity remain aligned.

Foreign investment legal services Vietnam are effective when market access, structure, approvals, funding, land, licences, tax and governance are designed as one implementation plan under the law in force. For a scoped assessment, review Jurion & Partners’ Investment practice, Book a Consultation, or Contact Jurion & Partners with the business model, ownership chain, funding plan and proposed location.

This foreign investment legal services Vietnam article is general information only, stated for the scheduled publication date. Current implementing rules, sector conditions and project facts must be checked before investment or filing.