By Lawyer Le Phuong Thanh – UniLaw LLC

Business Law Law Firm – UNILAW

In Vietnam’s rapidly evolving commercial landscape, businesses face increasingly complex legal challenges that require specialized expertise and strategic guidance. From company formation and corporate restructuring to investment compliance and dispute resolution, navigating the intricate web of Vietnamese business regulations demands a business law law firm with deep local knowledge and international perspective. Unilaw stands as a trusted legal partner for enterprises seeking comprehensive business law services, combining rigorous legal analysis with practical solutions tailored to each client’s unique circumstances.

Recent legal developments underscore the critical importance of proper legal representation in business matters. A case handled by the Supreme People’s Court Appellate Tribunal in Ho Chi Minh City (Decision No. 30/2025/QĐ-PT dated September 23, 2025) illustrates the complexities that can arise in corporate disputes. The case involved a dispute between a prospective company member and a limited liability company regarding capital contribution transfer—a common yet legally intricate transaction that many businesses encounter. While the appellant ultimately withdrew their appeal, the case demonstrates how corporate governance issues, shareholder disputes, and capital contribution matters can escalate to appellate-level proceedings if not properly managed from the outset. This reinforces why businesses need experienced legal counsel to structure transactions correctly and avoid protracted litigation.

Why Choose Unilaw as Your Business Law Law Firm?

Unilaw is a leading business law law firm that provides comprehensive legal services to businesses in Vietnam and internationally. With offices strategically located in major cities including Hanoi, Ho Chi Minh City, and Nha Trang, Unilaw is well-positioned to serve clients across Vietnam’s key commercial centers. Our firm’s strength lies not only in our geographic reach but in our deep understanding of both Vietnamese legal frameworks and international business practices, making us an ideal partner for domestic enterprises and foreign investors alike.

As a prominent business law firm in Vietnam, we recognize that effective legal representation extends beyond mere technical knowledge of statutes and regulations. It requires understanding the practical realities of doing business in Vietnam, anticipating potential legal obstacles, and crafting solutions that align with both legal requirements and business objectives. Our team combines legal expertise with commercial acumen, enabling us to provide advice that is not only legally sound but also strategically valuable.

Our Expertise in Business Law

Unilaw specializes in multiple legal domains, ensuring businesses operate within proper legal frameworks while maximizing opportunities for growth and minimizing exposure to legal risks. Our core areas of expertise include:

Corporate Law and Company Formation

We assist clients through every stage of the corporate lifecycle, from initial company formation to complex mergers, acquisitions, and corporate restructuring. Our corporate law practice encompasses drafting articles of association, shareholder agreements, and corporate governance documents that protect stakeholder interests while ensuring compliance with Vietnamese corporate law requirements.

Under Decree 01/2021/NĐ-CP on Business Registration, which took effect on January 4, 2021, Vietnam has streamlined many aspects of company registration and corporate administration. Article 1 of this decree specifies detailed procedures for business registration, household business registration, and state management of these processes. Our firm guides clients through these procedures efficiently, ensuring that all documentation meets the requirements set forth in the decree.

The decree establishes important principles that shape how businesses interact with registration authorities. Article 4 clarifies that enterprises and individuals establishing companies are responsible for self-declaring information in business registration dossiers and bear legal responsibility for the legality, truthfulness, and accuracy of declared information. Meanwhile, business registration authorities are responsible for the validity of registration dossiers but not for violations occurring before or after registration. Understanding this allocation of responsibility is crucial for businesses to ensure proper compliance from the outset.

Investment Law and Foreign Investment Advisory

Our firm advises foreign investors on Vietnam’s business environment, investment structures, and regulatory requirements. We help clients navigate investment approval processes, understand sectoral restrictions, and structure investments to optimize both legal compliance and commercial outcomes. Whether establishing wholly foreign-owned enterprises, joint ventures, or other investment vehicles, we provide comprehensive guidance tailored to each investor’s specific circumstances and objectives.

Contract Law and Commercial Transactions

Drafting, reviewing, and negotiating contracts forms a cornerstone of our business law practice. We ensure that commercial agreements are fair, enforceable, and compliant with both Vietnamese law and international standards where applicable. Our contract services cover a wide spectrum including supply agreements, distribution contracts, service agreements, licensing arrangements, and complex commercial transactions. We pay particular attention to dispute resolution clauses, ensuring that our clients have effective mechanisms for resolving disagreements should they arise.

Employment Law and Labor Compliance

We help businesses develop employment contracts, labor policies, and workplace regulations that comply with Vietnamese labor law while supporting effective human resource management. Our employment law services include advising on hiring practices, compensation structures, termination procedures, and dispute resolution. We also assist with social insurance compliance and workplace safety requirements, helping businesses maintain positive employee relations while meeting all legal obligations.

Dispute Resolution and Litigation

Our litigation team effectively handles business disputes through negotiation, mediation, arbitration, and court proceedings. We represent clients in commercial disputes, shareholder conflicts, contract breaches, and other business-related litigation. The case referenced earlier—involving capital contribution transfer disputes—exemplifies the type of corporate litigation we handle. Such disputes, governed by the Civil Procedure Code (as referenced in Decision 30/2025/QĐ-PT citing Articles 289 and 295), require not only legal expertise but also strategic thinking to achieve optimal outcomes for our clients.

Understanding Vietnam’s Business Registration Framework

Operating a business in Vietnam requires thorough understanding of the country’s business registration system, which has undergone significant modernization in recent years. Decree 01/2021/NĐ-CP establishes a comprehensive framework for business registration that emphasizes efficiency, transparency, and electronic processing.

Article 3 of the decree defines business registration as “the act of enterprise founders registering information about the enterprise to be established, or enterprises registering changes in business registration information with the Business Registration Authority, which is then stored in the National Business Registration Database.” This definition encompasses not only initial company formation but also all subsequent changes to registered information, emphasizing the ongoing nature of registration obligations.

A critical innovation is the National Business Registration Information System (Article 3, Clause 2), which serves as the specialized professional information system for business registration managed by the Ministry of Planning and Investment. This system facilitates electronic submission, receipt, storage, and processing of registration data. The National Business Registration Database (Article 3, Clause 3) contains all business registration data nationwide, and information stored in this database has legal value as original enterprise information.

Enterprise Identification Numbers and Tax Integration

Article 8 of Decree 01/2021/NĐ-CP establishes that each enterprise receives a unique enterprise identification number that simultaneously serves as both the tax code and the social insurance participation unit code. This integration streamlines administrative processes and reduces bureaucratic burden on businesses. The enterprise identification number remains valid throughout the enterprise’s operational life and cannot be reassigned to other organizations or individuals. When an enterprise ceases operations, its identification number also ceases to be effective.

This unified identification system represents a significant improvement over previous fragmented approaches, enabling better coordination among state management agencies and simplifying compliance for businesses. As stated in Article 8, Clause 4, “State management agencies uniformly use enterprise identification numbers to implement state management and exchange information about enterprises.”

Shareholder Disputes and Corporate Governance Challenges

While the business registration framework provides the structural foundation for corporate operations, disputes among shareholders and members frequently test the practical application of Vietnam’s corporate governance laws. Decision 08/2024/KDTM-GĐT of the Supreme People’s Court, issued on June 11, 2024, illustrates the complexities that arise when shareholder relationships deteriorate and foundational corporate transactions are challenged.

The case involved K Company Limited (a multi-member limited liability company) and centered on disputes between company members regarding capital contribution transfers, corporate governance authority, and project implementation decisions. The company had been issued its initial business registration certificate on May 3, 1994, with the fifth amendment dated October 31, 2012, establishing charter capital of 100 billion VND distributed among three members: Mr. Đoàn Minh Q (50% stake), Mr. Nguyễn Lương T (45% stake), and Ms. Nguyễn Kim A (5% stake). Mr. T served as the company’s legal representative with the title of Director.

The dispute arose after the company successfully bid for land use rights at Lot A-D4 in the Cầu G New Urban Area, Hanoi, covering 4,944.4 square meters (pursuant to Decision 253/QĐ-TN&MT dated December 24, 2008, of the Hanoi Department of Natural Resources and Environment). In 2012, the Hanoi People’s Committee issued Decision 1034/QĐ-UBND permitting the company to convert the land use purpose for construction of the W Street residential housing project.

Validity of Capital Transfer Agreements Under Scrutiny

On October 16, 2012, two capital contribution transfer contracts were executed: Contract 01/HĐCN-KA, whereby Ms. Kim A transferred a capital contribution valued at 45 billion VND (representing 45% of charter capital) to Mr. Q, and Contract 02/HĐCN-KA, whereby Mr. T transferred a capital contribution valued at 5 billion VND (representing 5% of charter capital) to Mr. Q. Both parties issued confirmations regarding completion of the capital transfer procedures and minutes of contract liquidation indicating that capital transfers had been completed and payment obligations fulfilled.

However, Mr. T subsequently challenged the validity of these transfer contracts, alleging that they involved forged signatures and fictitious payment of the 50 billion VND transfer amount. He claimed that Mr. Q never actually paid the 50 billion VND to the transferring members either in cash or by bank transfer, nor was there any deduction of this amount from the 200 billion VND that Mr. V (Mr. Q’s father) had contributed to the D4 project. This challenge to foundational ownership documents created uncertainty regarding Mr. Q’s legal status as a company member.

The plaintiff Mr. Q, conversely, asserted his legitimate membership status and argued that Mr. T, in his capacity as Chairman of the Members’ Council and Director, had violated corporate governance procedures by failing to implement resolutions adopted by the Members’ Council and by undertaking construction activities without proper authorization.

Corporate Governance and the Members’ Council Resolution

Central to the dispute was a Members’ Council meeting held on January 11, 2013, at which the council discussed establishing a branch of K Company to independently implement the W Street housing project. According to the meeting minutes, the Members’ Council agreed to delegate 100% of project implementation authority to the branch, including financial management, investment preparation procedures, project management (contractor selection, construction organization, supervision, completion, acceptance, and settlement), capital mobilization and sales activities, and preparation of certificates of land use rights for customers.

Mr. Q alleged that Mr. T, despite his position as Chairman of the Members’ Council and Director, failed to implement this resolution by not proceeding with branch establishment procedures and not delegating full authority to the branch for project implementation. Furthermore, Mr. Q claimed that Mr. T unilaterally proceeded to construct four houses within the project area, constituting a violation of Article 64(1)(b) of the 2014 Enterprise Law and the January 11, 2013 Members’ Council Resolution.

Mr. T defended his actions by arguing that the January 11, 2013 meeting produced only minutes discussing the direction of establishing a branch, not a formal resolution with specific determinations. He contended that no formal decision to establish the branch had been signed by the Chairman of the Members’ Council, and therefore the required documentation for branch registration (which must include a Members’ Council decision) had never been finalized. Mr. T further referenced a working minutes dated October 22, 2012 (Minutes No. 09), signed by Mr. Q’s family, which allegedly divided the D4 project into two separate zones for each party to independently develop, manage, and conduct business, with accompanying diagrams and drawings bearing the parties’ signatures confirming that “each party has full authority to use, construct, and conduct business on 14 separate land lots, with no encroachment, and 2 lots for common use.”

Legal Framework Versus Judicial Application: A Comparative Analysis

The Supreme People’s Court case reveals significant tensions between the formal requirements of Vietnam’s corporate governance framework and the informal arrangements that parties sometimes adopt in practice. Article 64 of the 2014 Enterprise Law (applicable at the time of the dispute) clearly delineates the authority of the Members’ Council in a limited liability company with multiple members. Clause 1(b) specifically requires Members’ Council approval for decisions on investment projects and contracts valued at 35% or more of total asset value as recorded in the most recent financial statement, or a lower percentage as specified in the company charter.

The legal framework establishes a clear hierarchy: the Members’ Council holds supreme decision-making authority on strategic matters, while the Director (or General Director) manages day-to-day business operations within the scope authorized by the Members’ Council. Article 57 of the 2014 Enterprise Law defines the rights and obligations of company members, and Article 71 establishes liability for managers who breach their obligations, potentially requiring compensation for damages caused to the company.

However, the practical application in this case demonstrates how informal agreements and working arrangements can create parallel governance structures that conflict with statutory requirements. The October 22, 2012 working minutes—which purportedly divided the project into separate zones for independent development by each party—represents an informal partition arrangement that appears inconsistent with the company’s unified legal structure and the formal governance mechanisms established by law. Such informal arrangements, even when documented and signed by the parties, cannot override the statutory requirements governing limited liability companies or the company’s registered charter.

The dispute also highlights the critical importance of distinguishing between meeting minutes (biên bản họp) and formal resolutions (nghị quyết). Under Vietnamese corporate law, a Members’ Council resolution requires specific formalities, including proper convening procedures, quorum requirements, voting procedures, and formal adoption. The January 11, 2013 meeting minutes, even if they reflect agreement in principle on establishing a branch, do not constitute a binding resolution unless they meet these formal requirements. Mr. T’s defense relied precisely on this distinction—arguing that directional discussions had occurred but no formal, executable resolution had been adopted.

This case underscores a recurring challenge in Vietnamese corporate practice: the gap between what parties agree informally and what they formalize through proper corporate procedures. For a business law law firm advising clients on corporate governance, this case provides valuable lessons on the necessity of ensuring that strategic decisions are not only discussed and agreed upon but also properly documented through formal resolutions that comply with statutory requirements and the company’s charter. Informal working minutes, email exchanges, or verbal agreements—regardless of how clear the parties’ intentions may appear—cannot substitute for properly adopted corporate resolutions when disputes arise and matters proceed to litigation.

Hotel Management Agreements and Cross-Border Corporate Structures

Beyond domestic corporate governance disputes, Vietnamese businesses increasingly engage in complex cross-border arrangements requiring sophisticated legal structuring. Unilaw’s experience includes advising international hospitality clients on comprehensive management frameworks. In one matter, our firm assisted a U.S.-based hospitality company operating as a lessee of hotel properties in structuring a master hotel management agreement with a related management services entity.

The engagement required careful definition of key contractual terms including “Applicable Standards” (operating standards to be maintained), “Base Management Fee” (the management company’s compensation structure), and detailed schedules of “Deductions” (expenses properly chargeable to hotel operations) versus items specifically excluded from deductible expenses. The agreement addressed personnel costs, administrative expenses, advertising and marketing expenditures, utilities, maintenance obligations, taxes, franchise fees, and emergency expenditures.

This type of hotel management structure—common in international hospitality operations—presents unique challenges when implemented in Vietnam’s regulatory environment. The arrangement must comply not only with general contract law principles under the Civil Code but also with specific regulations governing hotel operations, foreign investment (if applicable), transfer pricing rules, and potentially franchise or intellectual property licensing requirements. For a business law law firm, structuring such arrangements requires understanding both the commercial objectives of the parties and the multiple layers of Vietnamese regulatory requirements that may apply to hotel operations, management services, related-party transactions, and cross-border payments.

Corporate Bond Issuance and Regulatory Compliance

Another critical area of corporate law practice involves debt financing through corporate bond issuances. Decree 08/2023/NĐ-CP, issued on March 5, 2023, amended and supplemented provisions of previous decrees governing the offering and trading of privately placed corporate bonds in the domestic market and offshore corporate bond offerings. This decree reflects the government’s ongoing efforts to strengthen oversight of the corporate bond market following concerns about risks in the private placement segment.

Article 1 of Decree 08/2023/NĐ-CP amended Clause 3 of Article 34 of Decree 153/2020/NĐ-CP, which addresses the issuing enterprise’s obligation to make full and timely payment of bond principal and interest upon maturity. The amendment introduced specific provisions for situations where an issuing enterprise cannot make full, timely payment of bond principal and interest in Vietnamese dong according to the issuance plan disclosed to investors. In such circumstances, the enterprise may negotiate with bondholders to settle maturity obligations using alternative assets, subject to three mandatory principles: (a) compliance with civil law and other relevant legal provisions, including specific regulations for conditional business lines; (b) bondholder consent; and (c) the issuing enterprise must disclose extraordinary information and bear full responsibility for the legal status of assets used to settle bond obligations.

Article 2 of the decree further amended provisions regarding modification of bond terms and conditions, establishing that any extension of bond maturity cannot exceed two years beyond the term specified in the issuance plan disclosed to investors. Critically, the amendment requires that bondholders who do not consent to modifications must have their rights protected through negotiation, and if any bondholder refuses the negotiated solution, the issuing enterprise must fully perform its obligations according to the original issuance plan—even if 65% or more of bondholders have approved the modifications.

These regulatory refinements demonstrate the evolving nature of Vietnam’s corporate finance framework and the increasing emphasis on investor protection. For enterprises seeking to raise capital through bond issuances, and for the business law law firms advising them, staying current with these regulatory changes is essential to ensuring compliant capital-raising strategies and avoiding potential enforcement actions or investor disputes.

Frequently Asked Questions About Business Law Law Firms in Vietnam

What services do corporate investment law firms in Vietnam typically provide?

Corporate investment law firms in Vietnam provide comprehensive legal services covering the full spectrum of business operations and investment activities. These services include advising on corporate structuring and governance, drafting and negotiating commercial contracts, guiding clients through M&A transactions, ensuring compliance with foreign investment regulations under the Investment Law, handling labor and employment matters, managing intellectual property protection, and advising on corporate finance transactions including equity and debt fundraising. A business law law firm with deep expertise in Vietnam’s regulatory environment helps both domestic enterprises and foreign investors navigate the complex legal framework governing business establishment, operation, expansion, and restructuring in the Vietnamese market.

Can foreign law firms practice in Vietnam?

Foreign law firms cannot practice Vietnamese law directly in Vietnam. Under current regulations, foreign law firms may only establish representative offices or commercial presence in the form of branches or a foreign law firm’s commercial presence in association with a Vietnamese law firm. These entities are permitted to provide legal services on international law and the law of the jurisdiction where the foreign lawyers are licensed, but they are not authorized to provide advice on Vietnamese law or represent clients before Vietnamese courts or arbitration tribunals on matters governed by Vietnamese law. For comprehensive legal services covering both international and Vietnamese legal matters, foreign investors often engage Vietnamese business law law firms that have experience working with international clients and understanding cross-border business requirements.

How do I choose between a law firm in Hanoi versus a law firm in Ho Chi Minh City?

The choice between a law firm in Hanoi and a law firm in Ho Chi Minh City often depends on the nature of your business activities and where your primary operations are located. Hanoi, as the capital city, is the center of government administration and regulatory agencies, making law firms there particularly well-positioned to handle matters requiring frequent interaction with ministries, government departments, and central regulatory bodies—such as investment licensing, regulatory compliance, and policy advocacy. Ho Chi Minh City, as Vietnam’s commercial hub, hosts law firms with strong practices in corporate transactions, M&A, banking and finance, and commercial litigation. Many leading business law law firms maintain offices in both cities to serve clients nationwide. The most important factors in selecting a law firm should be the firm’s expertise in your specific legal needs, the experience of the lawyers in hanoi or lawyers in ho chi minh city who will handle your matters, and the firm’s track record in delivering practical, business-oriented legal solutions.

What should I look for when hiring an investment dispute lawyer in Vietnam?

When hiring an investment dispute lawyer in Vietnam, prioritize experience in both dispute resolution mechanisms and substantive investment law. The lawyer should have a strong understanding of Vietnam’s legal framework governing foreign investment, including the Investment Law and sector-specific regulations, as well as practical experience in resolving disputes through negotiation, mediation, arbitration, or litigation. Look for a lawyer who understands the commercial context of investment disputes—whether they involve shareholder conflicts, joint venture disagreements, regulatory compliance issues, or contractual breaches—and can develop strategies that protect your legal rights while preserving business relationships where possible. Vietnam lawyers with experience representing both foreign investors and Vietnamese entities bring valuable perspective on how disputes are likely to be approached by opposing parties and adjudicators. A business law law firm with a dedicated dispute resolution practice can provide coordinated support across litigation, arbitration, and transactional matters, ensuring consistency in legal strategy throughout the lifecycle of your investment.

Do business law law firms in Vietnam handle both transactional work and litigation?

Many full-service business law law firms in Vietnam maintain practices in both transactional work and dispute resolution, though the scope and depth of each practice area varies by firm. Transactional work encompasses corporate and commercial matters such as business formation, M&A, contract drafting and negotiation, regulatory compliance, corporate governance, and financing transactions. Litigation and dispute resolution practices handle commercial disputes, investment disputes, labor disputes, intellectual property enforcement, and regulatory proceedings. Having a business law law firm that can handle both transactional and contentious matters offers significant advantages: transactional lawyers can draft contracts and structure deals with an eye toward minimizing future dispute risk, while litigators can provide input on enforcement mechanisms and dispute resolution clauses. For clients with ongoing business operations in Vietnam, a firm capable of supporting both day-to-day transactional needs and occasional disputes provides continuity of representation and institutional knowledge of the client’s business that enhances the quality of legal advice across all matters.

Partner with Unilaw for Comprehensive Business Law Services

Navigating Vietnam’s dynamic legal landscape requires a business law law firm with deep local expertise, practical commercial experience, and a commitment to delivering solutions tailored to your specific business objectives. Whether you are a foreign investor entering the Vietnamese market, a domestic enterprise expanding operations, or a company navigating complex regulatory requirements or corporate transactions, Unilaw’s team of experienced vietnam lawyers provides comprehensive legal support across all aspects of business law.

Our practice encompasses corporate and commercial law, M&A and investment, regulatory compliance, contract negotiation, labor and employment, intellectual property, corporate finance, and dispute resolution. With offices serving clients throughout Vietnam, our lawyers in hanoi and lawyers in hochiminh city combine technical legal expertise with an understanding of the business, cultural, and regulatory context that shapes successful outcomes in Vietnam.

Contact Unilaw today to discuss how our business law law firm can support your legal needs and help you achieve your business goals in Vietnam.