Corporate Lawyers in Vietnam – Company Setup, Governance & Disputes

Vietnam corporate lawyers are dealing with a registration regime that was rebuilt in 2025. Decree No 168/2025/ND-CP of 30 June 2025 replaced the previous enterprise registration decree, moved the registry to a different ministry line, and introduced a beneficial ownership declaration that did not exist before. Instructions usually start with one of three things: company registration in Vietnam for a foreign parent, day-to-day corporate legal services once the company is trading, or a shareholder dispute inside an existing company.

This page sets out what a foreign group actually has to do now, who decides what, and where files get stuck. UniLaw acts for foreign-invested companies, joint ventures, group holding structures and their Vietnamese subsidiaries.

A decided case Vietnam corporate lawyers point to

Judgment No. 03/2025/KDTM-PT of 25 August 2025 — Court of Appeal of the Supreme People’s Court in Hanoi, dispute over capital contribution between a company and its member.

A person who had paid money into a joint stock company against internal receipts — dated 2010, 2013 and 2014 — claimed the status of shareholder. The Court of Appeal held that those payments were not shares of the company, and confirmed that the company has the right and the obligation to adjust its charter capital in accordance with law. The first-instance judgment stood.

Two things Vietnam corporate lawyers take from it. A receipt is evidence of payment, not of membership: the share register and the registered charter capital are what decide status. And a company that has taken money without completing the capital formalities carries the problem forward until it adjusts its charter capital properly.

Decided corporate cases are published on case.unilaw.vn.

The legal basis Vietnam corporate lawyers work from

• Enterprise Law, Law No. 59/2020/QH14 — Article 17 (who may establish and manage), Article 52 (transfer of a capital contribution in an LLC), Article 127 (share transfer), Articles 200-201 (consolidation and merger).
• Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 8 (market access), Article 20 (ownership test), Article 21 (pre-closing registration).
• Decree No. 168/2025/ND-CP of 30 June 2025 — enterprise registration.
• Commercial Law, consolidated as No. 113/VBHN-VPQH, and the Civil Code, Law No. 91/2015/QH13 — the contracts behind the corporate act.
• Civil Procedure Code, consolidated as No. 21/VBHN-VPQH of 12 February 2026, or the Law on Commercial Arbitration, consolidated as No. 60/VBHN-VPQH.

The beneficial owner declaration is new — and most groups are not ready for it

Article 17 of Decree No 168/2025/ND-CP defines the beneficial owner of an enterprise with legal personality as an individual meeting either of two tests.

The first is ownership: an individual who directly or indirectly owns 25 per cent or more of charter capital, or 25 per cent or more of total voting shares. Article 17 clause 2 defines indirect ownership as holding that 25 per cent through another organisation.

The second is control, and it is broader than most groups expect. It captures an individual with the right to decide at least one of: appointing, removing or dismissing the majority or all members of the board of management, the chairman of the board of management or the members’ council; the legal representative, director or general director; amending the company charter; changing the management structure; or reorganising or dissolving the company.

A shareholder below 25 per cent can therefore still be a beneficial owner through a veto right or a board appointment right written into a shareholders’ agreement.

What Vietnam corporate lawyers have to declare, and to whom

Article 18 clause 1 requires the founder or the enterprise to declare beneficial ownership information to the provincial-level business registration authority, covering: individuals holding 25 per cent or more of total voting shares; individuals holding 25 per cent or more of charter capital in a partnership or a multi-member limited liability company; and the owner of a single-member limited liability company.

Article 18 clause 2 goes further. Where an individual qualifies under the control test in Article 17 clause 1 point (b), the founder or the enterprise must determine that themselves and declare it. There is no form that does this for you.

Article 18 clause 3 adds organisational shareholders holding 25 per cent or more of voting shares, with name, enterprise code or establishment decision number, date, place of issue, head office address and ownership ratio.

Article 19 governs retention of that information. For a group with layered holding companies, mapping the chain to the individual is now a filing obligation, not an internal exercise.

Which registry Vietnam corporate lawyers file with now

Article 20 of Decree No 168/2025/ND-CP reorganised the registry entirely.

At provincial level, the business registration authority now sits within the Department of Finance and registers enterprises, branches, representative offices and business locations addressed in that province. This mirrors the change in Article 27 of the Investment Law No 143/2025/QH15, where the Department of Finance also took over the Investment Registration Certificate.

Article 20 clause 1 point (b) gives the Hi-Tech Park Management Board registration authority for enterprises and units located inside a hi-tech park.

At commune level, Article 20 clause 2 creates a registration authority in the Economic Division of the commune People’s Committee. Article 22 confines it to household businesses — it does not register companies. Foreign groups sometimes get sent there by mistake.

Setting up: why Vietnam corporate lawyers file the investment step first

A foreign investor establishing an entity in Vietnam runs two procedures, not one, and in a fixed order.

Article 26 clause 1 of the Investment Law No 143/2025/QH15 requires an Investment Registration Certificate for a project of a foreign investor. Article 27 clause 2 puts that in the hands of the Department of Finance for projects outside industrial parks, export processing zones, hi-tech parks and economic zones.

Only then does the enterprise registration under Decree No 168/2025/ND-CP follow. Article 24 of the Decree sets the dossier for a private enterprise, partnership, limited liability company or joint stock company.

Article 20 clause 1 of the Investment Law decides whether the entity you already own is treated as foreign for the next transaction: more than 50 per cent foreign-held charter capital, a partnership with a majority of foreign individual general partners, or the equivalent held through such an entity. Below that line, Article 20 clause 2 puts the entity on the domestic footing.

Article 20 clause 3 is worth knowing: an existing foreign-invested entity taking on a new project carries out the procedures for that project without necessarily forming a new company.

Company name conflicts with trademarks

Article 14 of Decree No 168/2025/ND-CP governs enterprise name registration. Article 15 is the one that causes trouble later: it sets the responsibility and the coordination procedure where an enterprise, branch, representative office or business location name infringes industrial property rights.

A name can clear the registry and still be challenged by a trademark owner. Vietnam corporate lawyers check the trademark register before the name is filed, not after the signage is printed.

Article 16 covers branch, representative office and business location names.

Reorganisation work Vietnam corporate lawyers handle

Article 25 of Decree No 168/2025/ND-CP sets the registration dossier for companies established on the basis of division, split, consolidation or merger. Article 26 sets it for conversion of enterprise type.

Article 27 handles a route that is increasingly used: registering a new enterprise on the basis of converting a household business.

Article 28 covers social enterprises, and Article 29 covers securities companies, fund management companies, securities investment companies and branches of foreign securities and fund management companies — each with its own dossier and sequence.

Branches and representative offices

Article 30 of Decree No 168/2025/ND-CP sets the dossier, sequence and procedure for registering the operation of a branch or a representative office, and for notifying the establishment of a business location.

The choice between a branch and a representative office is not administrative. A representative office cannot carry out profit-generating activity, so the decision has to follow the intended activity rather than the other way round.

A caution on the Enterprise Law itself

The governing statute is the Enterprise Law No 59/2020/QH14 of 17 June 2020, as amended by the Law amending the Enterprise Law dated 17 June 2025. Decree No 168/2025/ND-CP cites both instruments in its legal basis.

Anyone relying on an English translation of the 2020 Law alone is working from a superseded text. Article numbering and thresholds have to be checked against the 2025 amendment before they are relied on. UniLaw verifies each provision against the consolidated Vietnamese source before advising on it.

Share transfers: register before the shareholder changes

Article 21 clause 3 of the Investment Law No 143/2025/QH15 requires a foreign investor to register the capital contribution or share purchase before the member or shareholder register changes, in three situations: where the deal increases foreign ownership in a conditional market-access line; where it takes foreign ownership above 50 per cent of charter capital, whether by crossing the line or by increasing further once above it; or where the target holds land use rights on an island, in a border or coastal commune, ward or special zone, or in another area affecting national defence and security.

Closing before that registration leaves a defect that surfaces at the next transaction or audit.

Article 21 clause 2 sets the three substantive conditions: Article 8 market access; national defence and security; and the land conditions under the Land Law No 31/2024/QH15 of 18 January 2024.

Where Vietnam corporate lawyers take a company dispute

Article 13 of the Investment Law routes investment-related disputes to negotiation and mediation first. Clause 3 gives a dispute involving at least one foreign investor a wide choice of forum: a Vietnamese court, Vietnamese arbitration, foreign arbitration, international arbitration, or an arbitral tribunal the parties agree to establish.

Where an arbitration clause is used, the Law on Commercial Arbitration consolidated as No 60/VBHN-VPQH applies, and Article 16 requires the agreement in writing. Where the dispute goes to court with a foreign element, Articles 469 to 472 of the Civil Procedure Code consolidated as No 21/VBHN-VPQH govern jurisdiction.

For a commercial claim, Article 319 of the Commercial Law consolidated as No 113/VBHN-VPQH gives two years from the date the lawful right and interest was infringed. Internal company disputes — shareholder deadlock, director liability, charter interpretation — run under the Enterprise Law and the company charter, and the charter is usually where the answer is.

Related regimes that catch corporate clients

Where the entity is a cooperative rather than a company, the Law on Cooperatives No 17/2023/QH15 of 20 June 2023 applies instead.

Where the client bids for public contracts, the Law on Bidding No 22/2023/QH15 of 23 June 2023 governs eligibility and process, and a corporate restructuring mid-bid can affect qualification.

Business lines: the four-digit code that decides your licence

Article 7 of Decree No 168/2025/ND-CP requires the founder or the enterprise to select a level-four economic line from the Vietnam Standard Industrial Classification when registering, changing business lines, or converting the registration certificate.

Three refinements matter in practice. Clause 3: for conditional business lines regulated by other legal instruments, the line is recorded as that instrument words it, not as the classification words it. Clause 4 applies the same rule to lines that are not in the classification at all but appear in other instruments. Clause 5 lets the registry record a line that exists in neither, provided it is not a prohibited line, and notify the Ministry of Finance to add it.

Clause 6 allows a more specific description below the level-four line, and then that detailed description becomes the registered business line. That is a drafting decision with consequences: too narrow and the company needs an amendment for ordinary expansion; too broad and it may pull in a conditional line.

Clause 8 is a reminder that the registry is not the regulator: state management of conditional lines, and of conditional market-access lines for foreign investors, sits with the specialist authority under the sectoral law.

The enterprise code is the tax code

Article 8 clause 1 of Decree No 168/2025/ND-CP states it directly: each enterprise receives one unique enterprise code, and that code is simultaneously its tax code. Clause 2 keeps the code for the life of the enterprise and never reassigns it.

Clause 5 gives branches and representative offices a dependent-unit code that is also their tax code. Clause 6 gives a business location a five-digit code that is not a tax code — a distinction that matters when invoicing is set up.

Clause 7 carries a trap: where the tax code of an enterprise, branch or representative office is terminated under the Law on Tax Administration, that entity may not use the tax code in economic transactions from the date the tax authority publishes the termination. Contracts signed after that date are exposed.

Documents and identity: what foreign founders must produce

Article 10 requires the registration dossier to be in Vietnamese. Where a document is in a foreign language, a notarised Vietnamese translation must accompany the original. Where a document is bilingual, clause 3 makes the Vietnamese text the operative one for the procedure.

Article 11 sets identity declaration. Clause 1 applies where the person has a Vietnamese personal identification number: the declaration is checked against the National Population Database, and any mismatch must be corrected by the individual.

Clause 3 is the provision for foreign founders. Where there is no personal identification number, the dossier must include a copy of the valid passport, foreign passport or substitute travel document for each of: the owner, members, shareholders, the legal representative, the authorised representative of an institutional owner, member or shareholder, and the head of each branch, representative office and business location.

Clause 4 covers the practical case where the connection between the enterprise registration database and the population database is interrupted, and paper copies are required again.

Who may file, and what happens when the system is down

Article 12 of Decree No 168/2025/ND-CP governs authorisation to carry out enterprise registration procedures. A foreign founder who will not be in Vietnam for the filing needs this settled before the dossier is prepared, because the form of authorisation differs depending on whether the agent is an individual, an organisation, or a postal or public-service provider.

Article 13 provides a contingency route — registration under a backup procedure — for the situation where the national registration system is unavailable. It exists because the ordinary route is now fully electronic, and a system outage would otherwise stop a closing.

Article 9 fixes the number of dossier sets, and Article 6 defines the certificates themselves: the Enterprise Registration Certificate, the Branch or Representative Office Operation Registration Certificate, and the Business Location Registration Certificate.

Article 4 states the principle that governs all of it: the rule of application for resolving enterprise registration procedures. Where a sectoral instrument and the Decree both speak to a step, that article decides which prevails.

Corporate law research map

• Forming the company — Establishing a Vietnam limited liability company · Joint venture company in Vietnam · Starting a small business in Vietnam · Cost of setting up a company.
• Governance and by-laws — The pillars of corporate by-laws and governance · When companies need legal support in Vietnam.
• Registered office — Registered office address rules · Registering a change of head office.
• Changes to register — Business lines · Charter capital · Legal representative · Company name.
• Suspending operations — Temporarily suspending an LLC · Temporarily suspending a joint-stock company.
• Category index: Corporate Law.

Judgments UniLaw has analysed, including company and contract decisions, are published at case.unilaw.vn.

Other expertise you may find relevant

• Vietnam investment lawyers — the certificate that comes before incorporation.
• Vietnam tax lawyers — registration, self-assessment, audit and disputes for the operating company.
• Vietnam insurance lawyers — cover for the operating company.
• Vietnam maritime lawyers — logistics and shipping subsidiaries.
• Vietnam real estate lawyers — premises, leases and targets that hold land.
• Vietnam M&A lawyers — share transfers, mergers and the pre-closing registration.
• Work permit in Vietnam — permits and residence cards for the foreign staff you post in.
• When companies need legal support in Vietnam — the situations that bring a business to a lawyer.
• Registered office address rules — Article 42, signage, and why a mailbox alone fails.

How UniLaw handles a corporate instruction

First, the Article 20 ownership test is run, because it decides whether foreign or domestic procedures apply to the next step.

Second, the beneficial ownership chain is mapped to individuals under Article 17 of Decree No 168/2025/ND-CP, including the control test, before anything is filed.

Third, the correct registry is identified: Department of Finance, Hi-Tech Park Management Board, or — for household businesses only — the commune authority.

Fourth, the proposed name is checked against the trademark register, not only the enterprise register.

Fifth, where land or a conditional business line is involved, those conditions are settled before the corporate structure is fixed.

Request an initial assessment from Vietnam corporate lawyers

Send the intended structure, the ownership percentages up to the individual level, the business lines, the location, and the existing registration if there is one. UniLaw will tell you which registry decides, what has to be declared about beneficial ownership, and what sequence the filings must follow.

Fees are agreed in a written legal services contract before work begins, with the scope and the basis of charging set out in it.

Offices: Hanoi, Ho Chi Minh City and Nha Trang. Email legal@unilaw.vn.

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