Corporate Law · 13.11.2024

CORPORATE LAWYERING IN VIETNAM – UNILAW

Corporate Lawyering in Vietnam – Unilaw Corporate lawyering is essential for businesses in Vietnam, and Unilaw stands out with its professional legal services guided by seasoned lawyers. A recent Supreme Court ruling on a bitter dispute between company members shows exactly why s…

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By Lawyer Le Phuong Thanh – UniLaw LLC

Corporate Lawyering in Vietnam – Unilaw

Corporate lawyering is essential for businesses in Vietnam, and Unilaw stands out with its professional legal services guided by seasoned lawyers. A recent Supreme Court ruling on a bitter dispute between company members shows exactly why sound corporate lawyering — not just paperwork filed at the right window — is what actually protects a business.

Introduction to Corporate Lawyering in Vietnam

Corporate legal work in Vietnam encompasses a wide range of legal services that support business operations in compliance with Vietnamese regulations. Legal experts like Unilaw play a crucial role in helping companies navigate legal complexities within the country’s fast-evolving economic and regulatory landscape. With offices in major cities such as Hanoi, Ho Chi Minh City, and Nha Trang, Unilaw has become a reliable partner for businesses seeking proficient legal guidance. Vietnamese corporate law itself keeps moving — a good example is the government’s newest Decree No. 168/2025/NĐ-CP on business registration, dated 30 June 2025, which reshapes how enterprises file, amend, and prove their registration dossiers. Keeping up with instruments like this, and applying them correctly to a client’s specific corporate structure, is the daily work of corporate lawyering.

A Cautionary Tale: When Corporate Governance Fails

Vietnam’s Supreme Court Decision No. 08/2024/KDTM-GĐT, issued on 11 June 2024, is a sobering illustration of what happens when capital transfers and internal governance are not properly structured and enforced from the outset. The case involved a limited liability company (referred to in the judgment as “Company K”) with a charter capital of VND 100 billion, originally held by three members in a 50% / 45% / 5% split. In October 2012, two of the members transferred their combined 50% stake to the third member through capital-transfer contracts, with liquidation minutes confirming that payment and other contractual obligations had been completed.

The trouble began afterward. In January 2013, the company’s Members’ Council adopted a resolution to establish a branch that would take over 100% of the management of a housing project built on a 4,944.4 sqm land plot the company had won at auction — covering financial management, investment procedures, construction supervision, capital mobilization, sales, and issuance of land-use-right certificates to customers. The chairman of the Members’ Council, who was also the company’s legal representative and director, never implemented that resolution. Instead, he went on to build several houses within the project area on his own authority and to sign and issue company documents outside the scope of the company’s day-to-day business — conduct the plaintiff argued breached point b, clause 1, Article 64 of the 2014 Law on Enterprises and directly contradicted the Members’ Council’s own resolution.

The financial fallout was severe: the plaintiff sought compensation for delay-related losses calculated at over VND 100 billion in accrued interest, more than VND 24 billion in late-payment penalties owed to the state budget, additional land-use fees still outstanding to the tax authority, and overdue-interest and court-fee liabilities arising from an unresolved bank loan. Whatever the eventual scope of liability determined on remand, the case shows how a resolution left unenforced, a director acting beyond authority, and unclear internal control over a major project can snowball into liabilities running into the tens of billions of dong — and years of litigation up to the Supreme Court level. This is precisely the terrain corporate lawyering is meant to manage before it ever reaches a courtroom.

Key Areas of Corporate Lawyering

Corporate legal work involves various aspects, including business registration, corporate restructuring, mergers and acquisitions, compliance, and litigation. Unilaw specializes in these areas, providing businesses with comprehensive solutions tailored to meet local requirements and international standards.

1. Business Registration and Licensing

One of the primary aspects of corporate legal work is business registration and licensing. Vietnam’s investment and corporate laws stipulate that foreign and local investors must comply with specific licensing requirements, and these requirements are refreshed periodically — most recently through Decree No. 168/2025/NĐ-CP, which governs the dossiers, procedures, and evidentiary documents required for business registration, registration of household businesses, and related information-sharing between registration authorities, tax authorities, and social insurance agencies. The decree is explicit, for instance, about what counts as valid proof of completed capital contribution or capital transfer — including copies of the member or shareholder register, liquidation minutes of the transfer contract, or bank confirmation of payment. In the Company K dispute discussed above, it was exactly this kind of documentation — liquidation minutes and confirmations of completed transfer — that the parties relied on to establish who legitimately held what percentage of charter capital years after the transaction closed. Corporate lawyers at Unilaw assist in obtaining all necessary licenses, handling paperwork, and ensuring that business operations align with the country’s legal framework, while also making sure that internal corporate records are built to withstand exactly this kind of scrutiny later on. This support is especially vital for foreign companies unfamiliar with Vietnam’s regulatory environment, where the difference between a properly evidenced capital transfer and a poorly documented one can determine who legally controls a company a decade later.

2. Corporate Compliance and Governance

Compliance is a cornerstone of corporate legal work, involving adherence to various statutory and regulatory requirements. Corporate lawyers guide companies on maintaining good governance practices, protecting the interests of shareholders and members, and fulfilling legal obligations to avoid potential penalties. The Company K case again offers a vivid warning: a Members’ Council resolution that is never implemented, a director who continues to act unilaterally in areas outside ordinary day-to-day business, and management decisions taken without proper authorization are the very failures that the duties of company managers under the Law on Enterprises are designed to prevent — and the very failures that, left unchecked, generate the kind of multi-billion-dong compensation claims seen in that dispute. Unilaw’s expertise in compliance ensures that its clients operate smoothly within legal boundaries, with governance structures, resolution-tracking, and internal authorization procedures built to prevent disputes between founders,

3. Capital Contribution Transfers and Ownership Disputes

Founders, shareholders, and managers, before those tensions calcify into the kind of multi-year litigation that ends up in front of the Supreme People’s Court. Nowhere is this more apparent than in disputes over the transfer of capital contributions, an area where corporate lawyering in Vietnam must reconcile a light-touch registration regime with the heavy evidentiary burden that later falls on the parties themselves. Decree No. 01/2021/NĐ-CP on business registration is explicit about where the state’s role begins and ends: under Article 4, the person establishing the enterprise or the enterprise itself self-declares the registration dossier and “bears responsibility before the law for the legality, truthfulness, and accuracy” of the information declared, while the business registration authority is responsible only for the validity of the dossier and expressly “does not resolve disputes between members or shareholders of the company with each other or with other organizations and individuals.” In other words, the law deliberately keeps the registrar out of substantive disputes over who actually owns what — that adjudicatory function is reserved entirely for the courts.

The practical consequences of this division of labor are laid bare in Decision No. 12/2022/KDTM-GĐT of the Council of Judges of the Supreme People’s Court, a cassation-level review of a capital-transfer dispute that took more than a decade to resolve. In that case, the members of a limited liability company signed a document on 25 March 2007 transferring their entire capital contributions to two individuals acting on behalf of a foreign investor, and the company’s legal representative subsequently signed the notification of changes to business registration reflecting that transfer. On its face, this was a completed, registered transaction — precisely the kind of dossier that Article 4 of Decree 01/2021 says the registration authority need not, and indeed cannot, look behind. Yet the plaintiffs later claimed the 2007 transfer documents were signed under duress from investigating officers acting on a denunciation filed by the counterparty, and in 2010 — and again with supplemented claims in 2018 — they sued to have the transfer agreement declared void, to have the investment certificate (registered in 2000, amended six times through 2014) annulled, and to recover the value of the company together with two years of lost profits. The Supreme People’s Court, sitting in cassation more than fifteen years after the underlying transaction, still had to work through whether the 2007 signatures reflected genuine consent, what happened to the sub-lease-purchase arrangement for the factory premises during that period, and how a 2017 valuation report should be reconciled with events from a decade earlier.

This is the gap that corporate lawyering exists to close. The registration authority’s file told only half the story — that a transfer had been notified and recorded — while the real dispute, over duress, consent, and the fair value of what changed hands, was left entirely to be litigated years later on evidence that had grown stale and witnesses whose recollections had shifted. For a foreign-invested enterprise or a group of local co-founders, the lesson is not that Decree 01/2021’s self-declaration regime is defective, but that it places the entire evidentiary burden on the parties to document consent, valuation, and authority at the moment a transfer happens — through independently witnessed minutes, contemporaneous bank confirmations, and clear board or members’ council resolutions — rather than relying on the fact of registration itself as proof that a transaction was valid and voluntary. Corporate lawyers who treat the registration certificate as the end of the story, rather than as one piece of evidence among several, are setting their clients up for exactly the sixteen-year battle that unfolded in this case.

4. Business Dissolution and Exit

Not every engagement in corporate lawyering is about keeping a company running — a significant share of the work lies in closing one down correctly, and doing so is arguably where the discipline of good corporate legal practice is tested most rigorously, because a mishandled dissolution can leave directors and parent companies exposed to residual tax, customs, and labor liabilities long after the local entity has ceased to exist on paper. Unilaw’s own casework illustrates this well. Unilaw advised and carried out the full dissolution process for a Korean-invested single-member limited liability company that had been operating in Vietnam in software development, interior and exterior construction, advertising design consultancy, project management, and import-export consultancy, after its Korean parent company resolved that the business was no longer commercially viable and issued a formal dissolution resolution.

The scope of that engagement traces the full range of statutory obligations a dissolving foreign-invested company must satisfy: issuing and properly notifying the owner’s dissolution resolution to the municipal People’s Committee, the Department of Planning and Investment, the tax department, the police authority, and the General Department of Customs; liquidating all remaining assets and settling every outstanding liability, including unpaid wages, severance allowances, and other obligations arising from labor contracts; obtaining confirmation from the customs authority that no import-export duties were outstanding and closing the company’s tax code with the tax department; returning the corporate seal to the police authority and closing all bank accounts; publishing the dissolution announcement in accordance with legal requirements; and finally compiling and submitting the complete dissolution dossier to the Department of Planning and Investment for official approval. Unilaw drafted the owner’s resolution and every supporting document — including the official letters to the customs authority, tax department, police authority, and the company’s bank, the notifications to the municipal authorities, the asset-liquidation and debt-settlement minutes, and the VAT invoice usage finalization report — and then acted as the client’s representative in filing, following up on, and explaining these submissions to each of the relevant state agencies until final approval was granted. All financial obligations, including tax and labor liabilities, were fully settled, the required confirmations were obtained from every relevant authority, and the Department of Planning and Investment accepted the dissolution dossier, formally ending the company’s legal existence in Vietnam in an orderly and legally compliant manner.

Frequently Asked Questions About Corporate Lawyering in Vietnam

Is a business attorney the same as a business lawyer?

Yes. “Business attorney” and “business lawyer” are simply two labels for the same professional role — a lawyer who advises companies on formation, licensing, contracts, restructuring, and dissolution. Whichever term a client searches for, the underlying service is the same discipline of corporate lawyering described throughout this article: helping a company navigate its legal obligations from incorporation through to an orderly exit, as in the dissolution matter Unilaw handled for its Korean-invested client above.

What is the difference between a business lawyer and a corporate lawyer?

In everyday use the two terms overlap heavily, but “corporate lawyer” is sometimes used more narrowly to describe someone focused on a company’s internal structure and statutory life-cycle events — entity setup, governance, ownership resolutions, restructuring, and dissolution — while “business lawyer” can also cover the day-to-day commercial side, such as drafting and negotiating contracts or handling disputes with vendors and customers. In practice, firms offering corporate lawyering services, including Unilaw, do not separate these functions into silos: the same team that drafts an owner’s dissolution resolution also handles the underlying labor, tax, and customs settlements needed to make that resolution legally effective, because a company’s corporate status and its commercial obligations are inseparable in Vietnamese law.

Does a corporate lawyer only handle paperwork, or also disputes?

Corporate lawyering is not limited to filing documents with state authorities. A company’s legal representative may need support across very different fronts — statutory filings with the Department of Planning and Investment, tax and customs finalization, labor settlement, and, depending on the company’s business line, sector-specific disputes. For companies engaged in shipping, freight, or import-export activities, for example, this can include working with maritime insurance dispute lawyers in Vietnam on cargo-damage or policy-coverage disagreements that arise from the same commercial operations a corporate lawyer already oversees. Having one firm capable of covering both the structural and the dispute side of a business reduces the risk of gaps when problems surface unexpectedly.

When should a foreign-invested company bring in a corporate lawyer before dissolving?

As early as the parent company begins considering the decision — not after a dissolution resolution has already been issued. As the case above shows, a compliant dissolution requires coordinated notifications to the municipal People’s Committee, the Department of Planning and Investment, the tax department, the police authority, and the General Department of Customs, together with full settlement of wages, severance, and other labor obligations before any authority will confirm the company has no outstanding liabilities. Engaging a business lawyer at the planning stage allows these steps to be sequenced correctly, rather than corrected after a rejected filing.

What happens if a Vietnamese company is dissolved without following the correct legal procedure?

As noted earlier, an improperly handled dissolution can leave directors and the parent company exposed to residual tax, customs, and labor liabilities that survive even after the local entity is removed from the business registry on paper. Vietnamese authorities require documented confirmation — not just an internal decision — that duties, taxes, and employee entitlements have been settled before a dissolution dossier is accepted. Skipping this sequence, or handling it informally, is what creates the long-tail liability risk that proper corporate lawyering is designed to prevent.

Getting the Right Corporate Lawyering Support in Vietnam

Whether a company is licensing a new investment, restructuring its ownership, winding down operations, or facing a commercial dispute tied to its core business, the common thread is the same: Vietnamese authorities expect precise, well-documented compliance at every stage, and gaps left unresolved at one stage tend to resurface — often years later — as liabilities at the next. Unilaw’s experience guiding a foreign-invested company through a full, compliant dissolution, from the owner’s resolution through final approval by the Department of Planning and Investment, reflects the kind of coordinated corporate lawyering that foreign investors and Vietnamese businesses alike need when their legal exposure spans multiple state agencies at once.

If your company is evaluating a restructuring, planning a dissolution, or simply wants a business lawyer who can advise across corporate, tax, labor, and commercial matters in one engagement, Unilaw’s team is available to review your situation and outline a practical path forward. Contact Unilaw today to discuss how our corporate lawyering services can support your business in Vietnam.