A retail license Vietnam regulators issue is separate from the business licence and is granted outlet by outlet. Foreign retail groups routinely underestimate this, plan a ten-store rollout on a single approval, and discover that each site carries its own application, its own lease requirement and, beyond the first, its own economic needs test. This…
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Legal & Investment Insights
Analysis and practical guidance from IVLF Advisors LLC on Vietnamese law, foreign direct investment, M&A, capital markets, tax, labor and dispute resolution — written for investors and business leaders operating in Vietnam.
A trading license Vietnam authorities call a business licence is the sub-licence that lets a foreign-invested company buy and sell goods in Vietnam. The enterprise registration certificate alone does not confer that right, and applying for it late is one of the most common reasons a launch slips by two or three months. This guide…
A wholly foreign owned enterprise Vietnam structure is available in most business lines, and it is the default we recommend wherever the sector permits it. Full ownership avoids the governance friction of a joint venture, keeps intellectual property under group control and simplifies eventual exit. The exceptions matter, though. This guide sets out when 100%…
The enterprise registration certificate Vietnam authorities issue is the document that brings a company into legal existence. For a foreign-invested company it is the second certificate in the licensing sequence, filed once the investment registration certificate has issued. The filing looks administrative but contains four decisions that are expensive to change later: the company name,…
Updated September 2026: This guide reflects the Law on Investment No. 143/2025/QH15, Decree No. 96/2026/ND-CP and the current enterprise-registration framework. Vietnam has reversed the traditional licensing order for a newly established foreign-invested company. Under Article 19.2 of the 2025 Investment Law, a foreign investor may establish the economic organisation first and then apply for the…
The DICA account Vietnam regime, formally the direct investment capital account, is the plumbing through which every foreign direct investment flows. Capital in, loans in, profit out and capital out all pass through it, and a payment routed elsewhere can block the corresponding outbound transfer for years. This guide sets out the six operating rules…
Total investment capital Vietnam and charter capital are different numbers doing different jobs, and confusing them is the most common structuring error we see in new foreign-invested companies. Total investment capital is the funding envelope for the project. Charter capital is the equity the owners commit to the company. Getting the split wrong constrains offshore…
WTO commitments Vietnam made on accession in 2007 remain the starting point for every foreign ownership question, but they are no longer the whole answer. Newer free trade agreements grant deeper access in several sectors, and domestic law sometimes opens lines that the schedule left closed. Investors who read only the WTO schedule routinely reach…
A branch of foreign company Vietnam structure is the only entry vehicle that lets an unincorporated foreign trader earn revenue in Vietnam without forming a local company. It is also the least available: branches are permitted only in a narrow band of sectors, and most manufacturing and trading groups will find the option closed to…
Foreign traders regularly ask whether a liaison office can sign labour contracts in its own name. The short answer on representative office employees Vietnam is yes: the office may recruit and directly employ both Vietnamese nationals and foreign experts, subject to registration, tax and insurance obligations that many head offices underestimate. This guide sets out…
The representative office vs subsidiary Vietnam question is the first structural decision every foreign investor faces, and the one most often decided on cost alone. Cost is the wrong primary test. The right test is whether the business will invoice customers in Vietnam within the first eighteen months. This guide sets out the seven decision…
The VIE structure — variable interest entity — is the contractual arrangement through which offshore holding companies claim economic control over a domestic operating company they cannot lawfully own. Familiar from Chinese technology listings, the VIE structure is used in Vietnam wherever foreign ownership limits, licensing conditions or nominee constraints block direct equity ownership. Foreign…