Legal Services for FDI Companies in Vietnam

Foreign-invested enterprises (FDI) operating in Vietnam are not only governed by the laws on enterprises and investment but must also comply with regulations on tax, accounting, labor, foreign exchange, commerce, intellectual property, land, environment, and specialized laws.

Therefore, the legal needs of FDI enterprises do not stop when they set up an FDI company in Vietnam but arise throughout the entire investment lifecycle: from market entry, project implementation, capital contribution, licensing, recruitment to operation, investment expansion, M&A, restructuring, dispute resolution, and termination of operations.

With experience consulting foreign investors, Viet An Law Firm provides legal services for FDI companies in Vietnam in a synchronized manner, supporting clients throughout the investment and business process in Vietnam.

Legal basis applicable to FDI companies in Vietnam

The operations of FDI companies in Vietnam are governed by various groups of relevant legal regulations. The current foundational legal basis is the Law on Investment No. 143/2025/QH15, effective from March 1, 2026, and Decree 96/2026/ND-CP dated March 31, 2026, detailing and guiding the implementation of a number of articles of the Law on Investment.

Besides investment laws, the establishment, corporate governance, and operations of foreign-invested enterprises must also comply with laws on enterprises, taxes, labor, foreign exchange, land, construction, environment, intellectual property, and specialized licenses.

For foreign investors, special attention must be paid to regulations on market access conditions, conditional business investment sectors, investment procedures, investment projects, and compliance obligations during operations. Specific bases need to be determined according to each project, industry, and investment form.

What do legal services for FDI companies in Vietnam include?

Legal services for FDI companies do not only arise at the time of company formation in Vietnam but extend throughout the entire investment and business process in Vietnam. Depending on the industry, foreign ownership ratio, project scale, and each operating stage, enterprises may incur different legal procedures, obligations, and risks.

Viet An Law Firm provides legal services covering the entire lifecycle of an FDI enterprise, ranging from pre-establishment legal services for FDI, establishment, operation, compliance to expansion, restructuring, and operation termination:

A specific characteristic of FDI enterprises is that a business decision can simultaneously give rise to multiple legal procedures. For example, a capital increase may involve investment, enterprise, and foreign exchange; a change of investor may simultaneously trigger investment, enterprise registration, and tax procedures.

Therefore, FDI enterprises should manage legal issues across the entire chain:

Investment preparation → Establishment → Operation → Compliance → Expansion → Restructuring → Termination of investment.

This approach helps enterprises not only to handle immediate legal requests but also to proactively identify obligations, deadlines, and legal risks that may arise in the next stage.

Establishment and modification of investment activities of FDI companies in Vietnam

Before they set up an FDI company, foreign investors need to evaluate the feasibility of the project and market access conditions in Vietnam. Here, utilizing pre-establishment legal services for FDI ensures compliance from the start.

Viet An Law Firm supports:

• Checking market access conditions for foreign investors;
• Consulting on business lines and foreign ownership ratios;
• Selecting the form and type of enterprise;
• Consulting on capital structure and ownership ratio;
• Reviewing project implementation locations;
• Consulting on investment capital, charter capital, and capital contribution progress;
• Applying for the Investment Registration Certificate (IRC);
• Applying for the Enterprise Registration Certificate (ERC);
• Guiding post-establishment procedures;
• Identifying specialized licenses required before operation.

During operation, Viet An Law Firm continues to support enterprises in making changes such as:

• Increasing or decreasing capital;
• Changing investors;
• Changing the headquarters or project location;
• Adding business lines;
• Adjusting project objectives, scale, or schedule;
• Changing the legal representative;
• Amendment of Investment Registration Certificate (IRC) and ERC;
• Other changes related to projects and enterprises.

Enterprises should note that not every ERC change leads to an obligatory adjustment of the IRC and vice versa. Each case must be reviewed to accurately determine the chain of legal procedures to be carried out.

Corporate governance and compliance for FDI companies in Vietnam

After establishment, FDI companies need to maintain a governance system suitable to Vietnamese law and the foreign investor’s management structure.

Viet An Law Firm supports:

• Drafting and amending the charter;
• Governance structure and decentralization;
• Internal governance regulations;
• Resolutions, decisions, and meeting minutes;
• Rights and obligations of members and shareholders;
• Legal representative;
• Transactions with related persons;
• Beneficial owners;
• Investment reporting obligations;
• Reviewing the legal compliance status.

Standardizing governance records helps limit internal disputes and creates a favorable legal foundation when enterprises raise capital, transfer capital, restructure, or conduct M&A.

Business licenses and specialized licenses in Vietnam

Having an IRC and ERC does not mean an FDI enterprise is allowed to immediately deploy all business activities.

Depending on the industry, enterprises may have to meet additional conditions or apply for specialized licenses.

Viet An Law Firm supports procedures related to:

• Business licenses: Goods trading activities, Retail establishments;
• International tour operator licenses;
• Education and healthcare business licenses;
• Customs services, bonded warehouses, logistics;
• Self-declaration of food, Food safety and hygiene certificates;
• Postal operation licenses;
• Online game and e-commerce licenses;
• Printing and advertising licenses;
• Other conditional business lines.

For enterprises with multiple activities, Viet An Law Firm can build a license review table to identify required licenses, maintenance conditions, deadlines, reporting obligations, and when to renew.

Contracts, labor, and intellectual property in Vietnam

During operations, FDI enterprises frequently encounter legal issues related to commercial transactions, labor utilization, and protection of intellectual assets. Viet An Law Firm supports enterprises in building, reviewing, and perfecting legal dossiers in the following three main service groups:

Contract and commercial activity consulting

Viet An Law Firm consults, drafts, reviews, and supports the negotiation of contracts arising in the operations of FDI enterprises, including:

• Goods sale and purchase contracts, service provision contracts;
• Manufacturing, processing, distribution, and agency contracts;
• Commercial franchise contracts;
• Lease, construction, and business cooperation contracts;
• Non-disclosure agreements;
• Technology transfer contracts;
• Other commercial contracts and transactions.

Contract review focuses on important contents such as the rights and obligations of the parties, payment conditions, performance guarantees, penalties for breaches, damage compensation, liability limitations, contract termination, applicable laws, and dispute resolution methods.

For contracts involving foreign elements, Viet An Law Firm simultaneously reviews issues related to applicable laws, dispute resolution jurisdiction, and the feasibility of executing the contract in Vietnam.

Labor, Work Permits, Visas, and Temporary Residence Cards

FDI enterprises employing Vietnamese and foreign workers must simultaneously comply with regulations on labor, social insurance, and immigration.

Viet An Law Firm supports:

• Drafting and reviewing labor contracts;
• Drafting and registering internal labor regulations;
• Collective labor agreements and HR policies;
• Salaries, social insurance, and regimes for employees;
• Labor discipline and termination of labor contracts;
• Restructuring and workforce reduction;
• Resolving labor disputes;
• Work Permits for foreigners;
• Visas and Temporary Residence Cards (TRC);
• Other labor and residency procedures for foreigners working in Vietnam.

For foreign personnel, enterprises must particularly ensure consistency among management titles, enterprise records, labor relations, work permits, and residency records to minimize risks when using labor in Vietnam.

Intellectual property and technology transfer

Protecting intellectual property rights is of great significance to FDI companies when bringing brands, technologies, products, and business models into the Vietnamese market.

Viet An Law Firm consults and represents clients to implement:

• Trademark registration in Vietnam;
• Patent and industrial design registration;
• Copyright and related rights registration;
• Searching, renewing, and maintaining the validity of industrial property rights;
• Licensing contracts and IP transfer;
• Franchising;
• Technology transfer contracts and procedures;
• Protection of trade secrets;
• Handling intellectual property infringement acts;
• Resolving intellectual property disputes.

Establishing and protecting intellectual property rights from the early stages, such as securing trademark registration in Vietnam, helps FDI enterprises limit disputes, protect intangible assets, and create a legal basis for licensing, franchising, technology transfer, M&A, and commercial exploitation in Vietnam.

Tax, accounting, and financial obligations of FDI companies in Vietnam

Tax and accounting are continuous obligations throughout the operations of an FDI enterprise.

Viet An Law Firm and its professional team assist clients in matters related to:

• Accounting services for FDI companies;
• Tax declaration and finalization;
• Value-added tax;
• Corporate income tax;
• Personal income tax;
• Foreign contractor tax;
• Invoices and vouchers;
• Associated transactions;
• Audit coordination;
• Tax obligations in M&A transactions;
• Distribution and lawful transfer of profits abroad.

For transactions with foreign elements, enterprises should consider legal, tax, accounting, and foreign exchange issues simultaneously to avoid situations where a plan is suitable from a corporate perspective but incurs risks related to tax or cash flow. Thus, reliable tax and accounting services for FDI companies are essential.

M&A, restructuring, and legal due diligence in Vietnam

Viet An Law Firm advises investors, buyers, or sellers in transactions:

• Enterprise legal due diligence;
• Transaction structuring consultation;
• Buying and selling capital contributions and shares;
• Registering foreign investors’ capital purchases when required by law;
• Project transfer;
• Negotiating and drafting transaction documents;
• Closing transactions;
• Adjusting IRC, ERC, and post-transaction licenses;
• Enterprise restructuring.

For M&A involving foreign elements, due diligence must concurrently examine issues concerning investment, enterprise, tax, foreign exchange, land, labor, contracts, intellectual property, and specialized licenses.

The goal of legal due diligence is not only to check documents but also to discover unfulfilled obligations, potential disputes, and issues that need remediation before or after completing the transaction.

Comprehensive review of the legal status of FDI companies in Vietnam

An enterprise may still operate normally but possess undetected legal issues, such as unupdated licenses, delayed reporting obligations, incomplete governance records, or actual operations no longer matching registered contents.

Viet An Law Firm conducts a comprehensive review of the legal status of FDI companies across the following groups:

Investment → Enterprise → Licenses → Contracts → Labor → Tax – accounting → Intellectual property → Reporting obligations.

Review results can be classified:

Enterprise legal review services are particularly useful for enterprises operating for many years without a comprehensive review, enterprises preparing to raise capital, M&A, restructuring, or subsidiaries of foreign corporations needing to check compliance levels in Vietnam.

Disputes, suspension, dissolution, and investment termination in Vietnam

Viet An Law Firm helps FDI enterprises resolve disputes with partners, clients, suppliers, employees, members, or shareholders through:

• Negotiation and conciliation;
• Debt recovery;
• Mediation;
• Commercial arbitration;
• Litigation in Court;
• Resolving contract, labor, shareholder, and intellectual property disputes.

When enterprises need to scale down or terminate operations in Vietnam, Viet An Law Firm supports:

• Business suspension;
• Transfer of capital or projects;
• Termination of investment projects;
• Liquidation of contracts and assets;
• Handling obligations to employees;
• Fulfilling tax obligations;
• Company dissolution;
• Transfer of lawful capital and profits abroad.

Building a termination plan from the beginning helps investors synchronously handle investment – enterprise – tax – labor – contract – asset obligations before completely withdrawing from the Vietnamese market.

Why choose legal services for FDI companies in Vietnam of Viet An Law Firm?

FDI enterprises often do not just incur a single isolated legal issue. During the investment and operation process in Vietnam, an enterprise may simultaneously have to handle issues related to investment, enterprise, taxes, labor, foreign exchange, specialized licenses, intellectual property, and compliance obligations. Therefore, consulting quality depends heavily on the ability to view the issue holistically and coordinate uniformly across relevant legal fields.

With nearly 20 years of operation in the legal field, Viet An Law Firm has experience consulting foreign investors and FDI enterprises in Vietnam through various stages of an investment project. As a Vietnamese law firm with offices in Hanoi and Ho Chi Minh City, Viet An Law Firm aims for a seamless single-point consulting model, from market entry, company formation in Vietnam, and project implementation to operations, investment expansion, M&A, restructuring, and termination.

Clients choosing Viet An Law Firm are supported on the basis of:

• Practical experience with FDI enterprises: consulting on legal issues arising during the investment, establishment, and operation of foreign-invested enterprises in Vietnam;
• Direct review by lawyers: consultations and legal documents are professionally reviewed and censored by the lawyer in charge before execution;
• Holistic perspective consulting: simultaneously considering elements of investment, enterprise, labor, tax, foreign exchange, licenses, and intellectual property rather than merely handling individual procedures;
• Proactive risk control: identifying in advance obligations, conditions, and legal issues that may arise during transaction execution or enterprise operation;
• Compliance tracking: supporting enterprises in controlling licenses, periodic reports, registration changes, and important legal deadlines;
• Information confidentiality: ensuring the principle of confidentiality for enterprise information, investment projects, transactions, and client documents;
• Post-procedure companionship: continuing to support enterprises when there is a need to adjust projects, expand operations, restructure, M&A, or handle legal issues during the business process.

Viet An Law Firm not only aims to complete a set of dossiers or a specific administrative procedure. The service’s value is to help investors and FDI enterprises have a stable legal focal point, with professionally responsible lawyers, to help maintain compliance, control risks, and ensure the continuity of investment and business activities in Vietnam.

Frequently asked questions about legal services for FDI enterprises in Vietnam

Are FDI companies required to use a legal retainer service?

No. However, having a legal retainer service on a regular basis helps enterprises early detect issues related to investment, governance, contracts, licenses, labor, and compliance before violations or disputes arise.

Does an ERC change always require an amendment of Investment Registration Certificate (IRC)?

No. It is necessary to base on the changed contents, information of the investment project, and enterprise records to determine whether concurrent procedures for adjusting the IRC are required.

With an IRC and ERC, is an FDI enterprise already permitted to do business?

Not in all cases. Depending on the industry, the enterprise may have to meet additional conditions or be granted specialized licenses before officially deploying operations.

When should an FDI enterprise comprehensively review its legal status?

Enterprises should consider periodic reviews, especially before raising capital, conducting M&A, restructuring, expanding projects, or when actual operations have changed significantly compared to the licensed time.

Does Viet An Law Firm support enterprises after establishment?

Yes. Services include the post-establishment process such as adjusting IRC/ERC, governance and compliance, licenses, contracts, labor, Work Permits, TRCs, intellectual property, tax – accounting, M&A, disputes, and dissolution.

Can enterprises use each service individually?

Yes. Enterprises can choose individual services or use service packages suitable to their scale, industry, and investment stage.

Viet An Law Firm – Legal partner for FDI enterprises in Vietnam

From investment research to establishment, operation, expansion, M&A, restructuring, and termination, each stage of an FDI enterprise incurs different legal requirements.

With a service system covering investment, enterprise, licenses, contracts, labor, intellectual property, tax – accounting, M&A, and dispute resolution, Viet An Law Firm provides synchronized legal solutions to help foreign investors and FDI enterprises operate safely, efficiently, and in compliance with Vietnamese law.

Clients who need to use legal services for foreign-invested enterprises in Vietnam, please contact Viet An Law Firm for legal advice and solutions tailored to the specific project and legal status of the enterprise.

Writer: Lawyer Trung Thi Lieu

Article Reviewer: Lawyer Dong Van Thuc

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Article updated in August 2026