Practice Area
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. Our startups practice gives founders investor-ready legal foundations from day one.
How we help startups and 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 startups should build in Vietnam now
- 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.
Related Practice Areas
Legal foundations startups actually need
Most startups do not need a wall of documents; they need six things done properly. A clean cap table with founder vesting. A charter and internal regulations that will not block the next round. Employment and contractor agreements that assign intellectual property to the company. Data and consumer terms that match how the product really works. Licences for any conditional business lines. And an ESOP that motivates the team without creating tax surprises. Our startups package delivers exactly this set, at fixed fees sized for early-stage budgets.
Fundraising support from angel to Series A and beyond
When investors arrive, speed and credibility win. We prepare startups for due diligence before the term sheet – fixing the gaps that would otherwise become price reductions – then negotiate the SHA and subscription documents, manage the licensing steps for foreign investment into Vietnamese startups, and close through escrow where needed. Founders who used our startups team for their first round routinely return for the next one, because clean paperwork from round one compounds like interest.
Common founder mistakes we fix
Three patterns account for most of the emergency work startups bring us. First, intellectual property that still belongs to a founder, a freelancer or a previous employer, discovered by an investor at the worst possible moment. Second, verbal equity promises to early team members that harden into disputes exactly when the company becomes valuable. Third, operating a conditional business line – fintech, edtech, logistics, healthcare – without the licence that a competitor will eventually report you for lacking. Each of these costs a few million dong to prevent and hundreds of millions to repair.
Our advice to startups is unfashionable but consistent: document early, incorporate correctly, and treat the legal file as part of the product. Investors in Vietnam have become sharply more diligent, and startups with a clean file raise faster and at better valuations. A one-hour foundation review with our team – free for pre-seed startups – will tell you exactly where you stand and what to fix first.
SME services beyond the startup phase
Established SMEs use the same team for a different mix: shareholder restructurings among family owners, the 15-17% preferential CIT rates now available to smaller enterprises, supplier and distribution contracts, and preparing the company for eventual sale. The threshold between startups and SMEs is fluid; the need for one accountable legal partner is constant.
Build on a foundation investors trust.
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