An investment lawyer Vietnam clients engage at the term sheet stage does substantially different work from one engaged at signing. The earlier instruction is cheaper, because most of what goes wrong in Vietnamese investments is fixed at the structuring stage or not at all.
This guide explains what the role covers across the investment lifecycle, and where the value actually sits.
Investment Lawyer Vietnam: Market Access and Structuring
The first question is whether the intended activity is open to foreign ownership, and under which instrument. The WTO schedule is the baseline; the CPTPP, EVFTA, UKVFTA and the Vietnam–UAE agreement go further in defined sectors, and entitlement is tested at the level of the direct investor.
Holding company jurisdiction is therefore a legal decision with commercial consequences, and it must be made before incorporation rather than after. An investment lawyer Vietnam investors instruct early will map activities to business lines and select the instrument, as described in our market access guide.
Investment Lawyer Vietnam: Licensing and Sub-Licences
The investment registration certificate and enterprise registration certificate are only the beginning. Distribution needs a business licence under Decree 09/2018/ND-CP; construction, environment, fire safety, education, healthcare, logistics and payment services each carry their own approvals.
Sub-licence conditions frequently dictate capital, personnel and premises, which means they shape the corporate structure rather than following it. Identifying them before filing is what separates a six-week licensing timetable from a six-month one. See our note on the IRC and ERC procedure.
Investment Lawyer Vietnam: Land and Premises
Whether the project takes land in an industrial zone, leases a commercial building or acquires a company holding land use rights, the land file drives the timetable and carries the largest hidden liabilities.
Form of land use, payment status, planning conformity and the certificate itself must all be verified, and sensitive locations trigger approval requirements regardless of deal size. Our guides to land using companies and planning conformity cover the checks.
Investment Lawyer Vietnam: Transactions and Approvals
On acquisitions, the work is diligence, M&A approval, payment routing, closing mechanics and the registration updates that make the buyer the legal owner. Each of these has a failure mode that is expensive to correct after completion.
The most common is payment routing: a mechanism agreed in the sale agreement that the bank cannot execute. Confirming it before signing costs nothing; discovering it at closing stops the deal. Our guide to FDI company acquisitions sets out the sequence.
Investment Lawyer Vietnam: Tax and Capital Structure
Capital structure decisions taken at licensing determine borrowing capacity, incentive eligibility and the ability to repatriate profit years later. The split between total investment capital and charter capital, and the routing of contributions through the direct investment capital account, are the two that matter most.
For groups above the global minimum tax threshold, incentive value must now be modelled against the fifteen per cent floor rather than assumed. Our notes on the global minimum tax and profit remittance explain the interaction.
Investment Lawyer Vietnam: People and Mobility
Founders and executives need work permits or exemption confirmations under Decree 219/2025/ND-CP and residence cards aligned to them, and the investor visa tier depends on how the individual holds their interest.
Structuring a founder’s personal holding to reach the intended tier is a five-minute decision at incorporation and a capital increase afterwards. See our guides to the investor visa and work permits for executives.
Investment Lawyer Vietnam: Ongoing Compliance and Exit
After launch, the work is the compliance calendar, annual investment reporting, transfer pricing documentation, labour and insurance, and the periodic amendments that keep registrations aligned with reality.
At exit, buyers and underwriters test the whole history: historic approvals, capital routing, incentive conditions and ownership chains. Structures that were never remediated reduce price or kill deals, which is why we treat exit readiness as an ongoing exercise rather than a transaction task. Our restructuring practice handles remediation.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Frequently Asked Questions
When should counsel be engaged?
Before the holding jurisdiction and business lines are fixed. Those two decisions constrain everything that follows.
Is a Vietnamese-licensed lawyer required?
Filings and representation before Vietnamese authorities require Vietnamese-qualified practitioners. International groups usually use one firm covering both the local filings and the cross-border structuring.
How are fees usually structured?
Fixed fees for licensing and immigration workstreams, capped or hourly for transactions and disputes.
What is the most common expensive mistake?
Capital contributed outside the direct investment capital account, discovered years later when profit cannot be remitted.
Work With IVLF Advisors
IVLF Advisors is a Vietnamese legal, tax, finance and investment advisory firm serving foreign investors on market entry, licensing, land, M&A, tax structuring and dispute resolution. See our foreign investment practice and team profiles, or guidance from the Ministry of Planning and Investment. Contact our team for a scoped proposal.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
