Startups & SMEs Legal Advisory
Great products die from bad paperwork. IVLF Advisors gives startups and SMEs in Vietnam the legal foundation investors expect – incorporation, founder agreements, ESOPs, fundraising documents and compliance – at fee levels built for early-stage budgets.
How we help founders
Formation & founder agreements
The right entity and cap table from day one, plus founder agreements covering vesting, roles and exits – the clauses that prevent co-founder disputes later.
ESOP & talent
Employee stock option plans that work under Vietnamese corporate and labour law, employment contracts and IP assignment so the company actually owns what it builds.
Fundraising
Convertible instruments and priced rounds: term sheets, SHA/SSA negotiation, foreign investor approvals and DICA capital routing – closing rounds without licensing surprises.
Commercial contracts & compliance
Customer and supplier templates, data protection basics, sub-licences for conditional sectors and a compliance calendar that scales with you.
Exit readiness
Clean corporate records, UBO filings and due diligence preparation – so an acquisition or Series B never stalls on housekeeping.
Why now is a good time to build in Vietnam
- Resolution No. 198/2025/QH15 on private-sector development: the business licence fee is abolished from 2026 and duplicative inspections are restricted
- SME tax relief: qualifying small enterprises enjoy 15%–17% CIT under the new CIT Law 67/2025
- Faster market entry: the Law on Investment 2025 allows qualifying foreign founders to incorporate first and complete investment registration afterwards
- Digital economy framework: new legislation on the digital technology industry brings incentives for tech enterprises from 2026
Frequently asked questions
How much does it cost to set up a startup in Vietnam?
A domestic LLC can be incorporated for a modest fixed fee within about a week; foreign-founded companies start from USD 2,000 including licensing. We quote fixed fees before starting.
Can we issue ESOP shares to employees in Vietnam?
Yes, subject to corporate approvals and, for foreign-invested companies, some structuring choices. We design plans that are enforceable and tax-aware.
Do foreign investors need approval to invest in our startup?
Usually a registration or approval step applies depending on sector and shareholding level. Handled early, it adds days – discovered late, it can kill a closing timeline.