This guide is about legal support for companies operating in Vietnam — Vietnamese companies, foreign-owned companies already established here, and foreign companies, including US companies, entering the market. It sets out when a business genuinely needs a lawyer in Vietnam, and what that support looks like at each stage.
Vietnamese companies
| Situation | What is at stake |
|---|---|
| Commercial contracts | Payment terms, acceptance, penalties and damages, governing law, and the forum that will hear a dispute |
| Governance | Charter terms, board and general meeting procedure, authority to sign, records the company must keep |
| Shareholder or member disputes | Voting thresholds, access to documents, challenges to resolutions, buy-out and valuation |
| Compliance | Beneficial owner declaration and registered particulars under Decree 168/2025/ND-CP, conditional business lines, labour and tax filings |
Foreign-owned companies already in Vietnam
The issues are the same, plus the ones that come with foreign ownership: keeping the investment registration certificate and the enterprise registration certificate consistent after every change, capital contribution and loan registration, work permits and residence cards for foreign staff, and intra-group contracts that have to survive both Vietnamese law and the parent’s internal rules.
US and other foreign companies entering Vietnam
- Structure: a subsidiary, a joint venture, a branch or a representative office — each with different licensing, tax and liability consequences.
- Market access: whether the intended business lines are open to foreign investors, and on what conditions.
- Entity and licences: the investment registration certificate, the enterprise registration certificate and any sector licence, in the right order.
- Commercial agreements: distribution, supply, manufacturing and service agreements drafted for enforcement in Vietnam, not merely translated.
- Employment: work permits, residence cards and Vietnamese-law employment contracts for expatriate staff.
This is legal support for doing business in Vietnam. It is not advice on the company law of the investor’s home country, which stays with counsel there.
When to involve a lawyer early
Before signing anything that runs for more than a year; before any transaction involving land, licences or shares; before a first payment in a cross-border arrangement; and the moment a counterparty misses an obligation. Most of the losses we are asked to repair were created in a clause nobody negotiated, or in a notice nobody sent on time.
When litigation or arbitration becomes necessary
When the other side stops responding, when a deadline or time bar is approaching, or when assets need to be secured. The choice between a Vietnamese court and arbitration is usually made years earlier, in the dispute resolution clause — which is exactly why that clause deserves attention when the contract is drafted.
Working with UniLaw
Send the documents and the deadline. We answer whether the matter has a basis, which route to take and what it will cost, before any engagement is signed. For the full service — company set-up, governance, contracts and company disputes — see our corporate lawyers in Vietnam. Enquiries: legal@unilaw.vn.
Legal work and commercial advice tend to arrive at the same table. A company deciding how to present itself in a new market has to settle the positioning before counsel can draft anything useful around it — the service description, the claims made in it, and the entity that stands behind them all follow from that decision rather than precede it. Firms working through that stage often begin with marketing consulting for the Vietnamese market.
Explore More Legal Topics
Register Company Headquarters Address Change in Vietnam
How to Register a Company in Vietnam
Register Company Business Line Change in Vietnam
Register Two-Member LLC Legal Representative Change in Vietnam
How to Open Company in Vietnam: A Comprehensive Guide
Notify two-member LLC business line change in Vietnam
Register Two-Member LLC Name Change in Vietnam
Register Two-Member LLC Business Line Change in Vietnam
Read more
