Most joint ventures in Vietnam are lost at the drafting table, not in court. A law firm for joint ventures earns its fee in the weeks before anyone signs.
What a law firm for joint ventures does at the drafting stage
The Enterprise Law supplies default rules for everything the parties forget. Those defaults rarely suit a fifty-fifty venture, and they bite years later.
So the drafting work is mostly about overriding them on purpose. Which decisions need which majority, who breaks a tie, what happens when one side stops paying, and where a dispute goes — each of these has a statutory answer that the charter can change.
The quorum trap in a fifty-fifty venture
Article 58 sets the meeting rule. A first meeting needs members holding 65% of charter capital. If that fails, a second meeting fifteen days later needs 50%.
Then comes the part that surprises people. Under Article 58(2)(b), a third meeting goes ahead whatever the attendance, ten days after the second.
Article 59(3) sets the majorities. Ordinary resolutions need 65% of the capital held by members present, and 75% covers charter amendments, reorganisation, dissolution, and any sale of assets worth half the balance sheet or more.
Read those two articles together and the risk is obvious. A partner who simply stops attending cannot block the company forever, yet a partner holding just over a quarter can veto every important decision. Consequently the charter must say what the parties actually want, because silence hands them the defaults.
Where the dispute will be heard
Article 13(3) of the Investment Law 2025 gives a foreign investor a choice that a domestic partner does not have. A dispute involving a foreign investor may go to a Vietnamese court, to Vietnamese arbitration, to foreign arbitration, to international arbitration, or to an ad hoc tribunal the parties set up themselves.
That choice only exists if the contract makes it. Pick the forum, the seat, the language and the number of arbitrators while everyone is still friendly.
The capital deadline nobody diarises
Article 47(2) gives members 90 days from the enterprise registration certificate to pay in the capital they promised, in the asset type promised.
Miss it and Article 47(3) works automatically. A member who paid nothing stops being a member, and a member who paid part keeps rights matching the payment. The company then has 30 days under Article 47(4) to register the corrected figure.
This clause quietly redraws the shareholding. A venture designed as 51/49 can wake up at 100/0 because one side was slow with a bank transfer.
What a law firm for joint ventures fixes before the licence application
A foreign partner needs an investment registration certificate under Article 26 of the Investment Law, issued by the Department of Finance outside the zones or the zone management board inside them under Article 27.
Several commercial points have to be fixed before that application, because changing them afterwards means amending the certificate. The business lines, the charter capital, the project location, the project term and the ownership split all fall into that group.
Furthermore, Article 8 decides whether a foreign partner may hold the stake at all. Check the market access conditions for the sector first, not after the term sheet.
Choosing a law firm for joint ventures in Vietnam
Ask three questions of any firm you are considering.
- Will the same lawyer handle the licence, the charter and the joint venture contract? Splitting them across teams is how the charter ends up contradicting the application.
- Can the firm show decided cases on the point being argued, rather than a general description of the law?
- Who will answer the registry when it refuses the file, and how quickly?
We publish the judgments we rely on, so you can read them yourself before you take advice on them.
Legal basis
- Enterprise Law, Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 of 17 June 2025 — Article 47 on the 90-day capital deadline, Article 58 on meetings of the Members’ Council, and Article 59 on resolutions and the 65% and 75% majorities.
- Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 8 on market access for foreign investors, Article 13 on dispute resolution, and Articles 26 and 27 on the investment registration certificate and the issuing authority.
Decided cases are published on case.unilaw.vn. The law behind the structure, with two appeal judgments on ventures that ended badly, sits in our note on the joint venture company in Vietnam. See also mergers and acquisitions in Vietnam and our Vietnam investment lawyers.
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