Representative Offices in Vietnam

Representative office (RO) is a suitable vehicle for a foreign investor who needs a limited commercial presence in Vietnam to serve as liaising office, conduct market researches, explore new opportunities and monitor contract performance. Legally, the RO does not have independent legal person status and is considered as part of the company that the RO represents in Vietnam. However, a RO licence should allow the RO to hire talents, offices and open bank accounts for spending in its own name.

The most drawback is that a RO cannot have its own business. At law, a RO is not allowed to enter into and perform revenue generating contracts. In practice, there is certain flexibility for a RO to enter into and perform contracts on behalf of the head-office. In addition, technically, a RO can only act as a RO of one legal person. Therefore, a RO may not be able to act as a RO for companies of the same group. 

Vietnam Business Law Blog
New M&A Approval Forms Under Circular 55/2026 Changes

On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (Circular 55/2026), introducing a new set of forms for investment activities in Vietnam. Two specific changes in the new form of application for M&A Approval are notable for investors engaged in M&A transactions.

Vietnam Government trims the list of conditional business sectors

On 15 May 2026, the Government issued Resolution No. 66.17/2026/NQ-CP (the Resolution 66.17 or the new), slimming down the list of conditional business sectors currently set out in Appendix IV of Investment Law 2025 (the old).

Resolution 66.17 will take effect on 1 July 2026 and is set to expire on 28 February 2027, by which time the Government expects the National Assembly to formalise these adjustments through an amendment to Appendix IV. Although there would be a question about the effectiveness of the Resolution 66.17 over the Appendix 4 of Investment Law 2025 and how the investment authority will apply in practice, the investor may, in the meantime, treat the Resolution 66.17 as the working text for the next 9–10 months while following up on the law amendments.

Transferring a Real Estate Project in Vietnam: Two Procedures and Their Practical Implications

Under Article 41 of the Law on Real Estate Business 2023 (Real Estate Business Law), a real estate project (Project) eligible for transfer may follow one of two sets of legal procedures, depending on how it was approved. While the difference may appear procedural at first glance, it has significant implications for when the transfer transaction is legally completed, and for what the parties can (or cannot) do if the transaction ultimately falls through. This post discusses the two procedures and the practical implications arising from the distinction between them.

Vietnam raises general merger notification thresholds

Vietnam has temporarily raised several general economic concentration notification thresholds under Resolution No. 66.18 of the Government dated 18 May 2026 (Resolution 66/2026), a practical change for M&A transactions as fewer deals should be caught solely by Vietnamese assets, Vietnamese turnover or transaction value.

Official Letter 13629 of Ministry of Finance: Notable Clarifications and Gaps in Corporate Regulations

On 3 September 2025, the Ministry of Finance (MOF) released the Official Letter no. 13629 addressing questions related to difficulties and obstacles arising from legal regulations in the finance and investment sector. This correspondence has several notable issues that are summarized below. While some of the MOF’s guidance offers welcome flexibility and operational reassurance, others fall short of providing clear or comprehensive clarification, leaving important gaps unresolved and inconsistencies with other legislation unaddressed.

Delegation by the General Meeting of Shareholders endorsed in principle (Query no. 29)

Query/Issue raised:

Current regulations regarding delegation/authorisation (both could be translated to/from "uỷ quyền" in Vietnamese) by the General Meeting of Shareholders (GMS) to the Board are unclear and conflicting. […]

Independent Director Qualification Under The Vietnamese Enterprises Law – A Point Of Ambiguity

A recurring issue in Vietnam corporate governance is whether a former member of the Board of Directors can be appointed as an “independent” Board member in the subsequent term, provided that all other statutory criteria are satisfied. This typically arises where companies want to retain a former board member while still complying with independence requirements under Article 155.2 of the Enterprises Law 2020 as amended in 2025 (Enterprises Law 2020).

Under Article 155.2(dd) of Enterprises Law 2020, an independent Board member must “not hold the position of member of the Board of the company within the last 05 years or longer unless he/she was designated in 02 consecutive terms.”

Unclear Risk Allocation for Latent Defects under Vietnamese Law

Vietnamese law currently lacks a formal definition of “latent defect” (khiếm khuyết ẩn) and a clear mechanism for allocating liability once such defects arise. This regulatory vacuum often leads to prolonged disputes between the Employer and the Contractor, particularly when the construction contracts do not include explicit risk allocation.

For the purpose of our discussion below, a “latent defect” is defined as a fault or flaw in construction works/item that is not discoverable through a reasonably thorough inspection at the time of handover.

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Documents Checklist For Setting Up A Single Member Limited Liability Service Company

The checklist below sets out the documents required or necessary for applying to obtain an Investment Certificate (IC) to set up a one-member limited liability service company (the Company) wholly-owned by a foreign investor in Vietnam (the Investor). The list also provides some items and information that the Investor needs to consider or decide before applying for the Investment Certificate.

Notes:

  • Investment Certificates are issued by the provincial licensing authorities. There are 63 provinces in Vietnam. The licensing authorities in each province may have different interpretation of the law and procedures. Generally, the licensing authorities in Ho Chi Minh City and Hanoi are usually stricter and require more documents than the licensing authorities in other provinces. Therefore, for each specific application, the licensing authority may or may not require each of the documents listed below.

  • There is no foreign ownership limit applicable to the scope of activities of the Company. Among other things, one should double check the commitments of Vietnam to the WTO on service sectors.

  • The Company is not involved in import and distribution of goods. If this is not the case, then additional documents and information are required for a Trading Licence.

  • The Company only leases office from an office building for its head office. There is no need for acquiring land and constructing buildings.

  • The Company is not involved in any conditional business which requires a minimum paid up capital or a practicing licence issued by Vietnamese authorities. 

No.

Document Description

Notes

1.         

Application for establishment in prescribed form

Investor to decide:

·         Company’s name and address;

·         Exact description of the Company’s business;

·         Duration of the investment project;

·         Total investment capital (equity and loan);

·         Total equity capital;

·         Capital contribution schedule;

·         Identity of the proposed legal representative of the Company; and

·         Identity of the representatives of the Investor in the Company.

2.         

Charter of the Company

Investor to decide:

·         Whether the Company will be managed by (1) a members council and a General Director or (2) a Chairman and a General Director; and

·         Authorities of each management level in the Company.

3.         

Resolutions of the Board of Directors of the Investor approving:

(i)                  the establishment in the Company;

(ii)                the charter of the Company;

(iii)              the appointment of the legal representative of the Company;

(iv)               the appointment of members of the Company’s Members’ Council (the “Members”);

(v)                 the authorized authorities of the Members; and

(vi)               appointing the Authorized Representative of the Investor to sign all relevant documents and proceed with relevant procedures for the stated purposes (the “Authorised Representative”).

 

 

4.         

Legalised copy of the Certificate of Incorporation/Business Registration of the Investor (issued by competent authority of the country of its incorporation) and its amendments (if any)

·         The date of the legalization must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

5.         

Legalised copy of Charter/Articles of Incorporation of the Investor

·         The date of the legalisation must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

6.         

Office lease for the Company’s head office together with (1) business registration of the landlord and (2) land use right and ownership certificate (or equivalent document) evidencing the landlord’s title over the leased office.

If there is a mortgage over the land and the building of the landlord, the licensing authority may even require evidence that the lender of the landlord has agreed for the landlord to lease its building.

7.         

Letter of the Investor on financial capacity and commitment on capital contribution by the Investor

·         It is better for the Investor to be a company of substance which has audited financial statements.

8.         

Legalized and notarized audited financial report of the Investor for the latest financial year

If the Investor is a newly established company, a letter of confirmation of the bank where the Investor opens its bank account can be accepted.

9.         

Economic technical explanation for the investment and establishment of the Company and its proposed business.

To explain the legal basis on why the Company should be licensed.

10.      

List of the Members of the Members’ Council of the Company (if applicable)

·         Applicable if the Company is organized in form of a limited liability company with members’ council.

·         If the Company is organized in form of a limited liability company with, this list is not required.

11.      

Legalized copy of the ID/passport of the Members and of the Authorized Representative

 

12.      

Legalized copy of the ID/Passport of the person who is supposed to serve as the legal representative of the Company

 

13.      

Evidence that the legal representative of the Company resides in Vietnam.

This may be a certificate of temporary residence issued by the local police. For an Investor who has no presence in Vietnam at the time of application, it may be not practical to send a foreign staff to stay in Vietnam just for satisfying the residency requirement during the licensing period. In that case, the Investor may consider appointing trusted Vietnamese to be the legal representative during the licensing period only.

14.      

Power of Attorney permitting local lawyers to deal with the licensing authority on behalf of the Investor to obtain the IC (“POA”).

 

 

 


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New measures to facilitate equitisation and divestments by Vietnamese State-owned enterprises

In order to equitise and/or divest from 432 State-owned enterprises by end of 2015, the Government has provided certain additional measures to facilitate equitisation and divestments by Vietnamese State-owned enterprises under Resolution 15/2014. In particular,

  •  Subject to approval by the relevant State owner, a State-owned enterprise is expressly allowed to sell its investment in non-core business at a price lower than par value or book value after taking into account any reserve for such investment. This provision is to clarify further Decree 71/2013 which also allows divestment of investment in non-core business at a price lower than book value. However, Decree 71/2013 seems to require the relevant State-owned enterprise to sell its non-core investment at market price first.
  • a State-owned enterprise which sells its shares in an unlisted company may organise a public auction on its own. Under Decree 71/2013, if the shares in an unlisted company have an aggregate par value of VND 10 billion or more, the relevant State-owned enterprise must organise a public auction through a Stock exchange.
  • a State-owned enterprise which is the major shareholder in a public company may make a public offer to sell its shares in the public company even the public company is running at loss. Under Decree 58/2012, a major shareholder in a public company can only make a public offer to sell its shares in the public company if the public company has not accumulated loss and is profitable in the year before the year of offering.
  • SCIC is authorised to acquire investments in banking and insurance sectors by other State-owned enterprises in case those State-owned enterprises fail to sell such investment to other investors.

Resolution 15/2014 is not a legal instrument under Vietnamese law. Therefore, a measure under Resolution 15/2014 which is contrary to other Decrees of the Government including Decree 71/2013 and Decree 58/2012 may be of questionable legality.

Vietnam Business Law Blog
New M&A Approval Forms Under Circular 55/2026 Changes

On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (Circular 55/2026), introducing a new set of forms for investment activities in Vietnam. Two specific changes in the new form of application for M&A Approval are notable for investors engaged in M&A transactions.

Vietnam Government trims the list of conditional business sectors

On 15 May 2026, the Government issued Resolution No. 66.17/2026/NQ-CP (the Resolution 66.17 or the new), slimming down the list of conditional business sectors currently set out in Appendix IV of Investment Law 2025 (the old).

Resolution 66.17 will take effect on 1 July 2026 and is set to expire on 28 February 2027, by which time the Government expects the National Assembly to formalise these adjustments through an amendment to Appendix IV. Although there would be a question about the effectiveness of the Resolution 66.17 over the Appendix 4 of Investment Law 2025 and how the investment authority will apply in practice, the investor may, in the meantime, treat the Resolution 66.17 as the working text for the next 9–10 months while following up on the law amendments.

Transferring a Real Estate Project in Vietnam: Two Procedures and Their Practical Implications

Under Article 41 of the Law on Real Estate Business 2023 (Real Estate Business Law), a real estate project (Project) eligible for transfer may follow one of two sets of legal procedures, depending on how it was approved. While the difference may appear procedural at first glance, it has significant implications for when the transfer transaction is legally completed, and for what the parties can (or cannot) do if the transaction ultimately falls through. This post discusses the two procedures and the practical implications arising from the distinction between them.

Vietnam raises general merger notification thresholds

Vietnam has temporarily raised several general economic concentration notification thresholds under Resolution No. 66.18 of the Government dated 18 May 2026 (Resolution 66/2026), a practical change for M&A transactions as fewer deals should be caught solely by Vietnamese assets, Vietnamese turnover or transaction value.

Official Letter 13629 of Ministry of Finance: Notable Clarifications and Gaps in Corporate Regulations

On 3 September 2025, the Ministry of Finance (MOF) released the Official Letter no. 13629 addressing questions related to difficulties and obstacles arising from legal regulations in the finance and investment sector. This correspondence has several notable issues that are summarized below. While some of the MOF’s guidance offers welcome flexibility and operational reassurance, others fall short of providing clear or comprehensive clarification, leaving important gaps unresolved and inconsistencies with other legislation unaddressed.

Delegation by the General Meeting of Shareholders endorsed in principle (Query no. 29)

Query/Issue raised:

Current regulations regarding delegation/authorisation (both could be translated to/from "uỷ quyền" in Vietnamese) by the General Meeting of Shareholders (GMS) to the Board are unclear and conflicting. […]

Independent Director Qualification Under The Vietnamese Enterprises Law – A Point Of Ambiguity

A recurring issue in Vietnam corporate governance is whether a former member of the Board of Directors can be appointed as an “independent” Board member in the subsequent term, provided that all other statutory criteria are satisfied. This typically arises where companies want to retain a former board member while still complying with independence requirements under Article 155.2 of the Enterprises Law 2020 as amended in 2025 (Enterprises Law 2020).

Under Article 155.2(dd) of Enterprises Law 2020, an independent Board member must “not hold the position of member of the Board of the company within the last 05 years or longer unless he/she was designated in 02 consecutive terms.”

Unclear Risk Allocation for Latent Defects under Vietnamese Law

Vietnamese law currently lacks a formal definition of “latent defect” (khiếm khuyết ẩn) and a clear mechanism for allocating liability once such defects arise. This regulatory vacuum often leads to prolonged disputes between the Employer and the Contractor, particularly when the construction contracts do not include explicit risk allocation.

For the purpose of our discussion below, a “latent defect” is defined as a fault or flaw in construction works/item that is not discoverable through a reasonably thorough inspection at the time of handover.

Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

When companies think about data protection, they usually focus on “visible” data like names, email addresses, or bank details. However, there is a hidden layer called metadata - essentially “data about data” - that often gets ignored.

Under Vietnam’s new personal data protection rules, overlooking metadata is a major risk. If metadata can be used to identify a specific person, it falls under the same strict rules as regular personal data.

What is Metadata? The “Digital Footprint”

Metadata is information that describes the context of a file or a message rather than the content itself. Even if you remove a person’s name from a file, the metadata can still point directly to them.

Land Access Privileges for Investor under Vietnam’s New BT Framework

Vietnam is currently at a pivotal stage of infrastructure modernization. To meet the immense demand for capital, the State has moved to revitalize private sector participation, most notably through the “Build – Transfer” (BT) model.

In a typical BT arrangement, a private investor finances and constructs an infrastructure project, then transfers it to the State upon completion. In return, the State “pays” the investor with land funds, allowing them to develop a “reciprocal project” (dự án đối ứng) to recover their capital and generate profit. While this mechanism is essential to stimulate private sector participation, the recent new legal framework for BT projects may raise significant concern regarding the land access privileges granted to BT investors compared to their counterparts in the general real estate market. In particular,

Case Law No. 81/2024 Creates More Confusion Than Clarification

The recently issued Case Law No. 81/2024/AL (CL 81) introduces a precedent that allows creditors to bypass the standard statute of limitations by re-characterizing an unpaid contractual debt as a property reclamation claim upon the mutual termination of the contract and an agreement on the payable amount. Below are a few of our observations regarding CL 81.

Summary of the Case

The dispute originated from a service contract between Company M (the Service Provider) and Company A (the Client). After the Service Provider performed its services, the parties mutually agreed to terminate the contract. Subsequently, the Client explicitly confirmed in writing the specific amount of the service fee it owed to the Service Provider and the late payment interest but ultimately failed to make the payment. When the Service Provider filed a lawsuit to recover the unpaid amount, the Client requested the court to dismiss the case, arguing that the 3-year statute of limitations for a contractual dispute had already expired.

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Written by Nguyen Quang Vu On In ,

Scope of real estate business by a foreign-invested developer in Vietnam

There has been an argument that under the Law on Real Estate, foreign investors may not engage in the activities of purchasing or leasing of buildings for further second sale or subleasing in Vietnam. This is because under Article 10.1 of the Law on Real Estate, a foreign investor is expressly allowed to:

  • invest in the creation of buildings, construction works for sale, lease and finance lease. Article 18 of Law on Real Estate defines "creation of a building" to include: (1) investment in construction of new houses and buildings or (2) investment in upgrading and repairing existing houses and buildings; and

  • invest in the renovation of land and infrastructure attached to land for lease of land with attached infrastructure.

The scope of real estate business of a foreign investor under Article 10 of the Law on Real Estate Business does not include any reference to purchase or lease of buildings for further secondary sale or sub-leasing.

However, by virtue of the definition of “creation of a building” under Article 18 of the Law Real Estate, one could also argue that if a foreign investor (1) purchases or leases existing buildings and then (2) invests in upgrading and repairing such buildings, the foreign investor should be allowed to conduct further secondary sale or subleasing. However, a recent official letter of the Ministry of Construction dated 12 February 2014, without giving a clear reason, the Ministry of Construction takes the view that a foreign investor leases a building or construction work and repairs or upgrades such building or construction work for subleasing is not within the permitted scope of real estate activities under the Law on Real Estate. According to the Ministry of Construction, a foreign investor should wait until the amended Law on Real Estate for subleasing of existing buildings.

Vietnam Business Law Blog
New M&A Approval Forms Under Circular 55/2026 Changes

On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (Circular 55/2026), introducing a new set of forms for investment activities in Vietnam. Two specific changes in the new form of application for M&A Approval are notable for investors engaged in M&A transactions.

Vietnam Government trims the list of conditional business sectors

On 15 May 2026, the Government issued Resolution No. 66.17/2026/NQ-CP (the Resolution 66.17 or the new), slimming down the list of conditional business sectors currently set out in Appendix IV of Investment Law 2025 (the old).

Resolution 66.17 will take effect on 1 July 2026 and is set to expire on 28 February 2027, by which time the Government expects the National Assembly to formalise these adjustments through an amendment to Appendix IV. Although there would be a question about the effectiveness of the Resolution 66.17 over the Appendix 4 of Investment Law 2025 and how the investment authority will apply in practice, the investor may, in the meantime, treat the Resolution 66.17 as the working text for the next 9–10 months while following up on the law amendments.

Transferring a Real Estate Project in Vietnam: Two Procedures and Their Practical Implications

Under Article 41 of the Law on Real Estate Business 2023 (Real Estate Business Law), a real estate project (Project) eligible for transfer may follow one of two sets of legal procedures, depending on how it was approved. While the difference may appear procedural at first glance, it has significant implications for when the transfer transaction is legally completed, and for what the parties can (or cannot) do if the transaction ultimately falls through. This post discusses the two procedures and the practical implications arising from the distinction between them.

Vietnam raises general merger notification thresholds

Vietnam has temporarily raised several general economic concentration notification thresholds under Resolution No. 66.18 of the Government dated 18 May 2026 (Resolution 66/2026), a practical change for M&A transactions as fewer deals should be caught solely by Vietnamese assets, Vietnamese turnover or transaction value.

Official Letter 13629 of Ministry of Finance: Notable Clarifications and Gaps in Corporate Regulations

On 3 September 2025, the Ministry of Finance (MOF) released the Official Letter no. 13629 addressing questions related to difficulties and obstacles arising from legal regulations in the finance and investment sector. This correspondence has several notable issues that are summarized below. While some of the MOF’s guidance offers welcome flexibility and operational reassurance, others fall short of providing clear or comprehensive clarification, leaving important gaps unresolved and inconsistencies with other legislation unaddressed.

Delegation by the General Meeting of Shareholders endorsed in principle (Query no. 29)

Query/Issue raised:

Current regulations regarding delegation/authorisation (both could be translated to/from "uỷ quyền" in Vietnamese) by the General Meeting of Shareholders (GMS) to the Board are unclear and conflicting. […]

Independent Director Qualification Under The Vietnamese Enterprises Law – A Point Of Ambiguity

A recurring issue in Vietnam corporate governance is whether a former member of the Board of Directors can be appointed as an “independent” Board member in the subsequent term, provided that all other statutory criteria are satisfied. This typically arises where companies want to retain a former board member while still complying with independence requirements under Article 155.2 of the Enterprises Law 2020 as amended in 2025 (Enterprises Law 2020).

Under Article 155.2(dd) of Enterprises Law 2020, an independent Board member must “not hold the position of member of the Board of the company within the last 05 years or longer unless he/she was designated in 02 consecutive terms.”

Unclear Risk Allocation for Latent Defects under Vietnamese Law

Vietnamese law currently lacks a formal definition of “latent defect” (khiếm khuyết ẩn) and a clear mechanism for allocating liability once such defects arise. This regulatory vacuum often leads to prolonged disputes between the Employer and the Contractor, particularly when the construction contracts do not include explicit risk allocation.

For the purpose of our discussion below, a “latent defect” is defined as a fault or flaw in construction works/item that is not discoverable through a reasonably thorough inspection at the time of handover.

Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

When companies think about data protection, they usually focus on “visible” data like names, email addresses, or bank details. However, there is a hidden layer called metadata - essentially “data about data” - that often gets ignored.

Under Vietnam’s new personal data protection rules, overlooking metadata is a major risk. If metadata can be used to identify a specific person, it falls under the same strict rules as regular personal data.

What is Metadata? The “Digital Footprint”

Metadata is information that describes the context of a file or a message rather than the content itself. Even if you remove a person’s name from a file, the metadata can still point directly to them.

Land Access Privileges for Investor under Vietnam’s New BT Framework

Vietnam is currently at a pivotal stage of infrastructure modernization. To meet the immense demand for capital, the State has moved to revitalize private sector participation, most notably through the “Build – Transfer” (BT) model.

In a typical BT arrangement, a private investor finances and constructs an infrastructure project, then transfers it to the State upon completion. In return, the State “pays” the investor with land funds, allowing them to develop a “reciprocal project” (dự án đối ứng) to recover their capital and generate profit. While this mechanism is essential to stimulate private sector participation, the recent new legal framework for BT projects may raise significant concern regarding the land access privileges granted to BT investors compared to their counterparts in the general real estate market. In particular,

Case Law No. 81/2024 Creates More Confusion Than Clarification

The recently issued Case Law No. 81/2024/AL (CL 81) introduces a precedent that allows creditors to bypass the standard statute of limitations by re-characterizing an unpaid contractual debt as a property reclamation claim upon the mutual termination of the contract and an agreement on the payable amount. Below are a few of our observations regarding CL 81.

Summary of the Case

The dispute originated from a service contract between Company M (the Service Provider) and Company A (the Client). After the Service Provider performed its services, the parties mutually agreed to terminate the contract. Subsequently, the Client explicitly confirmed in writing the specific amount of the service fee it owed to the Service Provider and the late payment interest but ultimately failed to make the payment. When the Service Provider filed a lawsuit to recover the unpaid amount, the Client requested the court to dismiss the case, arguing that the 3-year statute of limitations for a contractual dispute had already expired.

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Comment
Written by Nguyen Quang Vu On In ,