By Lawyer Le Phuong Thanh – UniLaw LLC

Corporate Law Firms – UNILAW

When searching for corporate law firms that specialize in investment, maritime, and insurance law, Unilaw stands out as a leading choice. With offices in Hanoi, Ho Chi Minh City, and Nha Trang, Unilaw offers expert legal services tailored to businesses and investors alike.

The complexities of corporate legal disputes in Vietnam often require specialized expertise and strategic navigation through the country’s evolving legal framework. A recent case handled by our firm involved a corporate dispute concerning capital contribution transfers that ultimately required intervention at the appellate level before reaching resolution. This case, decided by the Supreme People’s Court’s Appellate Tribunal in Ho Chi Minh City in September 2025, exemplifies the intricate nature of corporate governance issues that businesses face—and the importance of engaging experienced law firms corporate practitioners who understand both procedural requirements and substantive business law.

What Are Corporate Law Firms?

Corporate law firms provide legal services to businesses, ensuring compliance with laws, handling transactions, resolving disputes, and mitigating risks. Their expertise spans across various fields, including contract law, mergers and acquisitions, tax law, and international trade regulations. In Vietnam’s dynamic business environment, these firms serve as essential partners for both domestic enterprises and foreign investors navigating the country’s regulatory landscape.

A corporate law firm differs from general practice firms in its deep focus on business-related legal matters. These firms typically maintain specialized departments covering corporate governance, commercial transactions, regulatory compliance, and dispute resolution—all critical areas for companies operating in Vietnam’s rapidly developing market economy.

Why Corporate Law Firms Are Essential for Businesses

• Legal Compliance: Ensuring adherence to national and international regulations, particularly Vietnam’s evolving corporate law framework as codified in the 2020 Law on Enterprises and supporting decrees such as Decree 01/2021/ND-CP on business registration.
• Risk Mitigation: Helping companies avoid legal liabilities through proactive structuring and dispute prevention strategies.
• Contract Drafting and Review: Ensuring fair and enforceable agreements that protect business interests while complying with Vietnamese legal requirements.
• Litigation and Dispute Resolution: Representing businesses in legal disputes, from shareholder conflicts to commercial disagreements, as illustrated by the capital contribution transfer dispute our firm recently handled.
• Intellectual Property Protection: Securing patents, trademarks, and copyrights in accordance with Vietnam’s IP legal framework.
• Corporate Governance Advisory: Guiding companies through complex governance issues, including shareholder relations, board responsibilities, and compliance with the Law on Enterprises.

Unilaw: A Leading Corporate Law Firm in Vietnam

Navigating Corporate Disputes in Vietnam’s Legal System

Corporate disputes in Vietnam can escalate quickly when parties disagree on fundamental issues such as capital contributions, ownership transfers, or corporate governance matters. According to Article 289 of the Civil Procedure Code, parties have the right to withdraw their appeals during the appellate process, which can lead to the discontinuation of proceedings and the affirmation of first-instance judgments. Understanding these procedural mechanisms is crucial for businesses seeking efficient resolution of corporate conflicts.

In the case handled by Unilaw, the dispute centered on capital contribution transfers involving a party who was not yet a formal company member but had engaged in transactions regarding the transfer of contributed capital. The matter proceeded through the People’s Court of Ho Chi Minh City, which issued its first-instance commercial judgment in September 2024. Following an appeal, the Supreme People’s Court’s Appellate Tribunal ultimately discontinued the appellate proceedings in September 2025 after the appellant withdrew their appeal, allowing the original judgment to take legal effect.

This case demonstrates several critical aspects of corporate dispute resolution in Vietnam. First, it highlights the importance of clearly documenting capital contribution arrangements and transfer agreements. Second, it underscores the procedural rights available to parties throughout the litigation process. Third, it illustrates how strategic legal counsel can guide clients through complex multi-stage proceedings involving both district courts and appellate tribunals.

Business Formation and Registration Under Vietnamese Law

One of the foundational services that law firms corporate practice groups provide is guidance on business formation and structuring. Decree 01/2021/ND-CP, issued on January 4, 2021, provides comprehensive regulations on business registration procedures in Vietnam. This decree implements the 2020 Law on Enterprises and establishes detailed requirements for establishing various corporate forms.

Under Article 1 of Decree 01/2021/ND-CP, the decree regulates documentation, procedures, and processes for business registration, household business registration, and state management of business registration activities. The decree applies to domestic and foreign organizations and individuals establishing enterprises in Vietnam, as well as to business registration agencies and tax authorities.

Article 5 establishes fundamental principles governing business formation: establishing an enterprise is a right of individuals and organizations protected by the state, but this right carries corresponding obligations to complete registration procedures fully and promptly. Importantly, Article 5 prohibits business registration agencies and other governmental bodies from creating unnecessary obstacles during the registration process, and it explicitly prevents ministries and local authorities from issuing separate regulations on business registration that contradict the national decree.

The business registration certificate issued under Article 6 serves simultaneously as the enterprise’s tax registration certificate, streamlining administrative requirements. However, the decree clarifies that the business registration certificate is not a business license—separate licensing requirements may apply depending on the industry sector.

Corporate Structuring and Compliance Requirements

Proper structuring can significantly impact a company’s tax obligations, liability exposure, and ability to raise capital. Article 7 of Decree 01/2021/ND-CP addresses how enterprises must register their business lines according to the Vietnam Economic Sector System. Companies select fourth-level economic sectors when registering, and registration agencies guide this selection process to ensure accuracy in the National Business Registration Database.

For conditional business sectors—those requiring special licenses or qualifications—enterprises must register their business lines according to specialized legal provisions. Article 7 makes clear that state management of conditional business sectors and verification of compliance with business conditions falls under the authority of specialized sector agencies, not the business registration office itself.

This separation of registration and licensing functions is crucial for businesses to understand. While the business registration process through the Department of Planning and Investment or equivalent agencies is relatively streamlined, companies must separately ensure they obtain all necessary sector-specific approvals before commencing operations in regulated industries.

The Enterprise Identification System

Article 8 of Decree 01/2021/ND-CP establishes that each enterprise receives a unique enterprise code that serves simultaneously as its tax code and social insurance participation code. This unified identification number remains with the enterprise throughout its operational life and cannot be reassigned to another organization or individual after the enterprise ceases operations.

The enterprise code is generated automatically by the National Business Registration Information System and the tax registration information system, then recorded on the business registration certificate. State management agencies must use this unified enterprise code for administrative management and information exchange regarding enterprises, ensuring consistency across governmental databases.

Branches and representative offices receive dependent unit codes, which also serve as their tax codes. This systematic approach to business identification facilitates regulatory oversight while reducing administrative burden on enterprises that might otherwise need to maintain separate identification numbers for different governmental purposes.

Capital Contribution Transfers and Corporate Governance Disputes

When businesses seek to restructure ownership or bring in new investors, capital contribution transfers become a critical mechanism. Article 52 of the 2020 Law on Enterprises governs the transfer of capital contributions in limited liability companies, establishing both the rights of members to transfer their stakes and the procedures that must be followed. Understanding these provisions is essential for corporate law firms advising on ownership restructuring transactions.

The transfer of capital contributions involves more than a simple contractual agreement between parties. It requires proper documentation, compliance with internal company procedures, and registration with competent state authorities. The enterprise code system discussed earlier plays a vital role here, as transferred capital must be accurately reflected in the National Business Registration Database to ensure the transferee’s legal status as a company member.

Legal Framework for Capital Transfers in Limited Liability Companies

Article 52 of the 2020 Law on Enterprises permits members of a limited liability company with two or more members to transfer part or all of their capital contribution to other members or non-members. However, the law establishes a hierarchy of transfer rights: members must first offer their capital to existing members before transferring to outsiders, unless the company charter provides otherwise. This pre-emptive right protects existing members’ interests and maintains control over who joins the ownership structure.

When a member wishes to transfer capital to a non-member, they must notify the company and other members in writing. Other members then have 30 days to exercise their pre-emptive purchase rights. If multiple members wish to purchase, the capital is divided proportionally to their existing ownership stakes unless they agree otherwise. Only after this period expires without full exercise of pre-emptive rights can the transferring member sell to external parties.

The company charter may impose additional restrictions on capital transfers, provided these do not completely prohibit transfers, which would violate members’ fundamental ownership rights. Many experienced biggest corporate law firms advise clients to carefully draft charter provisions that balance the need for ownership stability with members’ liquidity rights.

Judicial Reality: The Supreme People’s Court Decision No. 08/2024/KDTM-GĐT

The practical application of capital transfer regulations reveals significant complexities when disputes arise. In Decision No. 08/2024/KDTM-GĐT dated June 11, 2024, the Supreme People’s Court examined a shareholder dispute at Company K (a limited liability company) involving contested capital contribution transfers that fundamentally altered the company’s ownership structure and governance.

Company K was originally established with registered capital of 100 billion VND. According to the business registration certificate’s fifth amendment dated October 31, 2012, the company had three members: Mr. Đoàn Minh Q (50% ownership representing 50 billion VND), Mr. Nguyễn Lương T (45% ownership representing 45 billion VND), and Ms. Nguyễn Kim A (5% ownership representing 5 billion VND). Mr. T served as the company’s legal representative with the title of Director.

The dispute centered on two capital transfer contracts dated October 16, 2012. Under Contract No. 01/HĐCN-KA, Ms. A purportedly transferred her 45 billion VND capital contribution (45% ownership) to Mr. Q. Under Contract No. 02/HĐCN-KA, Mr. T purportedly transferred 5 billion VND (5% ownership) to Mr. Q. Both parties issued written confirmations that the capital transfers had been completed and all payment obligations fulfilled.

However, Mr. T subsequently challenged the validity of these transfers, arguing that the contracts were fabricated—specifically that signatures were forged and that Mr. Q never actually paid the 50 billion VND transfer price in cash or by bank transfer. Mr. T further contended that there was no offsetting of this amount against the 200 billion VND that Mr. Q’s father (Mr. V) had contributed to the D4 project. This challenge struck at the heart of Mr. Q’s membership status in Company K.

The case proceeded through multiple judicial levels. At first instance, the Hanoi People’s Court in Commercial Judgment No. 07/2019/KDTM-ST dated March 6, 2019 rejected Mr. T’s counterclaim seeking to void the capital transfer contracts. The court found insufficient evidence to support the forgery allegations and recognized Mr. Q as a legitimate company member. The appellate court upheld this decision in Judgment No. 13/2019/KDTM-PT dated August 12, 2019.

However, the Chief Justice of the Supreme People’s Court issued Protest Decision No. 05/2024/KN-KDTM dated March 8, 2024, leading to supervisory review. At the June 11, 2024 supervisory hearing, the case revealed the profound practical challenges that corporate law firms near me and nationwide must navigate when ownership transfers are disputed after registration.

Comparing Legal Standards with Judicial Application

The Law on Enterprises establishes clear procedural requirements for capital transfers: written contracts, proper notice to the company and members, respect for pre-emptive rights, and registration with business registration authorities. Article 52 focuses primarily on these procedural safeguards and the sequence of transfer rights among existing members versus external parties.

What the statute does not extensively address—but which the Supreme People’s Court case illuminates—is the evidentiary burden when a capital transfer’s authenticity is challenged years after registration. The Company K dispute demonstrates that even when transfer contracts are signed, confirmations issued, and business registration certificates amended by state authorities, the underlying transaction can still be contested on grounds of fraud, forgery, or lack of actual payment.

This gap between statutory procedure and judicial scrutiny creates significant risk. The law presumes that once business registration authorities issue an amended certificate reflecting new ownership, that registration is valid. However, courts will look behind the registration documents when presented with credible evidence of fraud. In the Company K case, Mr. T presented arguments regarding lack of actual payment and potential signature forgery—factual issues that business registration offices do not typically investigate during the administrative registration process.

The practical implication is that biggest law firms advising on capital transfers must implement verification procedures beyond what the statute strictly requires. While Article 52 mandates written transfer contracts and member notifications, prudent legal practice demands documentary evidence of actual payment (bank transfer records, receipts), verification of signature authenticity, and clear paper trails connecting transfer consideration to specific sources of funds.

Corporate Governance Complications from Disputed Ownership

The Company K case also illustrates how disputed capital transfers paralyze corporate governance. Following the contested 2012 transfers, Mr. Q claimed 50% ownership and sought to exercise corresponding management rights, including enforcement of a January 11, 2013 Board of Members resolution. Mr. T, as Director and Board Chairman, refused to recognize Mr. Q’s authority, arguing his membership was fraudulent.

This deadlock prevented the company from implementing the Board resolution requiring establishment of a branch office to manage the W residential project—a decision that allegedly caused the company to miss development deadlines and incur substantial late fees exceeding 24 billion VND. Mr. Q’s lawsuit sought not only recognition of his membership status but also compensation for damages caused by Mr. T’s alleged breach of management duties under Article 71 of the Law on Enterprises.

The judicial proceedings consumed years—from the initial 2016 complaint through 2024 supervisory review—during which the company’s major real estate project remained stalled. For foreign investors and domestic businesses alike, this case underscores why experienced counsel from established biggest corporate law firms emphasize dispute prevention mechanisms in company charters and shareholder agreements, rather than relying solely on statutory remedies that may take years to resolve.

Unilaw’s Approach to Capital Transfer Transactions

Unilaw’s experience advising on capital contribution transfers demonstrates the importance of thorough due diligence and documentation. In 2011, Unilaw advised a Japanese manufacturing client on the transfer of 5% charter capital in its Vietnamese subsidiary. The parent company, Nakamura Seimitsu Kougyo Co., Ltd., which owned 100% of Nakamura Vietnam Co., Ltd., sought to transfer a minority stake to an individual Japanese investor, Mr. Kiminori Nakamura.

Unilaw’s scope of work extended beyond drafting the Charter Capital Assignment Contract in both English and Vietnamese. The firm conducted comprehensive legal review to ensure compliance with Vietnam’s Law on Investment and Law on Enterprises, verified that all pre-conditions for contract effectiveness were satisfied, clearly delineated the obligations and rights of both transferor and transferee, and provided detailed guidance on tax and fee obligations arising from the transaction.

The resulting contract contained clear, transparent terms that protected the legitimate rights of all parties while ensuring full compliance with Vietnamese law. This established a solid legal foundation for the 5% capital transfer, enabling the transaction to proceed smoothly. Unlike the disputed transfers in the Company K case, this transaction was structured with documentary evidence of consideration, proper corporate approvals, and clear registration procedures—minimizing the risk of subsequent challenges to the transfer’s validity.

The contrast between Unilaw’s structured approach and the problematic transfers in Company K illustrates why businesses increasingly seek counsel from reputable firms when restructuring ownership. The incremental legal costs of proper documentation and verification procedures are minimal compared to the potential losses from years of litigation over disputed ownership—losses that in Company K’s case included not only legal fees but also project delays, regulatory penalties, and management paralysis.

Frequently Asked Questions About Corporate Law Services

What is the role of a contract attorney in corporate transactions?

A contract attorney specializes in drafting, reviewing, and negotiating commercial agreements that form the foundation of corporate transactions. In the context of capital contribution transfers and corporate restructuring, contract attorneys ensure that agreements such as Charter Capital Assignment Contracts contain clear terms regarding consideration, transfer conditions, representations and warranties, and dispute resolution mechanisms. As demonstrated in Unilaw’s work on the Nakamura capital transfer, the contract attorney’s role extends beyond document preparation to include verification of legal compliance, coordination with regulatory requirements, and protection of client interests through precise contractual language. For businesses operating in Vietnam, engaging a qualified contract attorney from established corporate law firms is essential to avoid the pitfalls illustrated by Company K’s disputed transfers, where inadequate documentation and unclear contractual terms led to years of litigation.

How does a contract law lawyer differ from a general corporate attorney?

While both practice within the corporate legal sphere, a contract law lawyer focuses specifically on the technical aspects of contractual relationships—interpreting contractual obligations, analyzing breach scenarios, and structuring agreements to minimize dispute risk. A general corporate attorney may handle broader matters including corporate governance, regulatory compliance, and strategic business advice. In practice, particularly within full-service corporate law firms, these roles often overlap. For example, Unilaw’s approach to the Japanese manufacturing client’s capital transfer required both contract law expertise (drafting the bilingual Assignment Contract with precise terms) and general corporate law knowledge (ensuring compliance with the Law on Investment and Law on Enterprises, advising on corporate approval procedures). The distinction becomes most relevant in dispute scenarios: a contract law lawyer analyzing the Company K case would focus on whether the purported transfers satisfied contractual formation requirements—offer, acceptance, consideration—while a corporate attorney would additionally consider shareholder rights, fiduciary duties, and corporate governance implications.

When should a business engage a contract lawyer for corporate matters?

Businesses should engage a contract lawyer at the earliest stages of any transaction involving significant rights or obligations—ideally before terms are negotiated, not after disputes arise. The Company K case illustrates the consequences of inadequate legal counsel during ownership restructuring: the disputed capital transfers lacked proper documentation, clear consideration, and verified corporate approvals, resulting in protracted litigation that stalled the company’s major real estate project for years. By contrast, Unilaw’s proactive engagement in the Nakamura transaction—conducting comprehensive due diligence before contract execution, clearly delineating obligations and rights, and providing detailed tax guidance—prevented potential disputes before they could materialize. For foreign investors entering Vietnam, engaging experienced counsel from reputable corporate law firms is particularly critical given the complexity of Vietnamese corporate law, the requirement for bilingual documentation, and the practical challenges of enforcing contractual rights through Vietnamese courts and regulatory agencies.

What should I look for in a legal contract lawyer for cross-border transactions?

When selecting a legal contract lawyer for cross-border corporate transactions, businesses should prioritize several key competencies. First, bilingual capability is essential—the lawyer must be fluent in both the client’s language and the local language to ensure accurate translation and cultural understanding. Unilaw’s preparation of the Charter Capital Assignment Contract in both English and Vietnamese exemplifies this requirement, ensuring that both the Japanese parent company and Vietnamese regulatory authorities could clearly understand all terms. Second, the lawyer should demonstrate deep knowledge of both local statutory requirements and international best practices; this dual expertise enables structuring transactions that satisfy Vietnamese regulatory mandates while meeting international investors’ expectations for transparency and enforceability. Third, practical experience with the specific transaction type matters significantly—a lawyer who has successfully guided multiple capital transfers through Vietnam’s registration and approval processes will anticipate obstacles that a generalist might overlook. Finally, the lawyer should be part of a firm with sufficient resources to provide comprehensive support; the Nakamura transaction required not only contract drafting but also tax advice, regulatory compliance verification, and ongoing guidance through the implementation process—services that solo practitioners or smaller firms may struggle to provide.

How do corporate law firms prevent disputes in ownership transfers?

Corporate law firms prevent disputes in ownership transfers through a combination of thorough due diligence, precise documentation, and proactive risk management. Unilaw’s methodology in the Nakamura capital transfer demonstrates this multi-layered approach: conducting comprehensive legal review to identify potential obstacles before contract execution, ensuring all pre-conditions for contract effectiveness were satisfied before proceeding, drafting clear contractual language that left no ambiguity regarding obligations and rights, and providing detailed guidance on ancillary matters such as tax obligations that could otherwise derail the transaction. This contrasts sharply with the approach taken in Company K, where the absence of documentary evidence regarding consideration, unclear corporate approvals, and inadequate registration procedures created vulnerabilities that opponents later exploited through litigation. Experienced corporate law firms also emphasize dispute prevention mechanisms in foundational documents—company charters and shareholder agreements should contain clear procedures for ownership transfers, valuation methodologies, and dispute resolution processes, rather than relying solely on statutory remedies that, as the Company K case demonstrated, may take years to resolve and provide uncertain outcomes.

Partner with Experienced Corporate Law Counsel

Navigating Vietnam’s corporate legal landscape requires more than technical knowledge of statutes and regulations—it demands practical experience, cultural understanding, and a commitment to protecting client interests through every stage of a transaction. Whether you are structuring a capital contribution transfer, resolving shareholder disputes, or establishing corporate governance frameworks, the quality of your legal counsel directly impacts both immediate transaction success and long-term business stability.

Unilaw’s track record in corporate and commercial law reflects our dedication to thorough preparation, clear communication, and practical solutions tailored to each client’s specific circumstances. Our bilingual legal team combines deep knowledge of Vietnamese law with international best practices, enabling us to serve both foreign investors and domestic enterprises with equal effectiveness. From initial due diligence through contract execution and regulatory compliance, we provide the comprehensive support that complex corporate transactions demand.

For businesses seeking reliable guidance on corporate law matters in Vietnam, Unilaw offers the experience, resources, and client-focused approach that distinguish leading corporate law firms. Contact us today to discuss how our legal services can support your business objectives and protect your interests in Vietnam’s dynamic commercial environment.