You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

September 25, 2012

Getting the Deal Through – Franchise 2013, Vietnam Chapter

Subscribe to Updates
Law Business Research

With regulatory changes occurring in Vietnam to promote foreign investment, familiarity with the law on franchising in Vietnam is imperative to strategic decision-making for all types of investors, ranging from foreign companies to entrepreneurs. Getting the Deal Through has published a multi-jurisdictional guide to franchising in 33 different countries worldwide. The Vietnam chapter was written by Thom Thi Mai Nguyen and Huong Thi Thanh Nguyen, attorneys-at-law at the Tilleke & Gibbins corporate and commercial team in Vietnam, and covers the following:

A general overview: the forms of business entities that are relevant to the typical franchisor, the laws and agencies governing the formation of business entities, and the relevant aspects of the real estate market.

Legal requirements: The requirements for forming and maintaining a business entity, any restrictions that may apply to foreign business entities and foreign investments, labor and employment requirements, including any risks involved, and protecting intellectual property, particularly trademarks.

The offer and sale of franchises: The legal definition of a franchise, how the Commercial Law Decree 35/2006/ND-CP and Circular 09/2006/TT-BTM regulate the offer and sale of franchises, with reference to specific provisions and parts of the franchising procedure, any exemptions and exclusions, pre-contractual disclosure laws, a brief description about liabilities in sub-franchising, and what action to take if a franchisor engages in fraudulent practices in connection with the offer and sale of franchises.

Legal restrictions on terms of franchise contracts and the franchise relationship: Specific laws regulating the franchise relationship, even after the contract comes into effect, and the effect of intellectual property law, commercial law, real estate law, competition law, and government or trade association policies on the franchise relationship.

Termination of the franchise relationship: The circumstances under which a franchisor may terminate the relationship, including legal restrictions on their ability to do so, circumstances in which a franchisee may terminate the relationship, and renewal of the franchise agreement by the franchisor.

General aspects of the franchise relationship: Whether the franchisor can restrict a franchisee’s ability to transfer ownership interests, laws affecting the nature, amount, or payment of fees, restrictions on the amount of charges on overdue payments, laws regulating the currency of payments, and the law on good faith in the franchise relationship.

Dispute resolution relevant to franchising: A brief overview of the court system, the procedures available for dispute resolution for franchise cases, the advantages and disadvantages of arbitration for foreign franchisors considering business in Vietnam, and the difference between foreign and domestic franchisors.

This edition of Getting the Deal Through – Franchise is one volume in a series of annual reports, all of which provide analysis of key areas of the law globally for corporate counsel and legal practitioners.

Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Franchise 2013 (published in August 2012; contributing editor: Phil Zeidman of DLA Piper (US) LLP). For further information please visit www.GettingTheDealThrough.com.

Download Full Article
Related Professionals

Practices

Corporate/M&A

Intellectual Property

Location

RELATED INSIGHTS​ 

June 4, 2025
The growth of Vietnam’s vibrant digital economy offers tremendous potential but is also a driver of the persistent problem of online intellectual property (IP) infringement. The spectrum of issues faced by IP rights holders runs from copyright piracy on digital services (such as streaming and torrent sites) to the sale of counterfeit goods via e-commerce sites and social platforms to the misuse of rights through misleading use of trademarks. These infringements do not only eat into profits; they damage brand reputation and mislead consumers. As a result, site blocking and keyword blocking have become increasingly important components of the enforcement toolkit available in Vietnam. Legal Framework for Blocking Actions Site and keyword blocking in Vietnam is supported by a growing legal framework, particularly following the 2022 amendment to the IP Law. Prior to this, the legal basis for blocking was scattered across various laws, and internet service providers (ISPs) were only obligated to block access to infringing content upon official requests from authorities. The introduction of Article 198b under the amended IP Law marked a significant shift, establishing a clearer mechanism for rights holders to request site blocking directly. This provision obliges them to act upon valid takedown or blocking requests. In addition to the IP Law, other key legislation includes the Law on Information Technology, the Law on Cybersecurity, the Law on Advertising, and various decrees. Together, these laws provide a more structured and enforceable basis for blocking actions in Vietnam, though practical enforcement still depends on ISP cooperation and the clarity of the infringement evidence. Competent Authorities Previously, rights holders could pursue administrative actions through specialized inspectorates under the Ministry of Science and Technology, the Ministry of Culture, Sports and Tourism, or the Vietnam E-Commerce and Digital Economy Agency (iDEA). However, due to a recent government restructuring,
Read More
June 4, 2025
On June 1, 2025, Thailand’s Office of Central Company and Partnership Registration of the Department of Business Development opened a public hearing period on its draft notification regarding criteria and supporting documents for establishment of partnerships and limited companies in which foreign nationals are involved as investors or have signing authority. The draft notification requires applicants for registration of establishment of partnerships and limited companies to submit financial evidence of the capital contributions made by each Thai partner or shareholder in the following cases: When a partnership or limited company has partners or shareholders who are foreign nationals holding shares or equity amounting to less than 50% of the total capital contribution or registered capital in the partnership or company; or When a limited company has no foreign shareholders but has a non-Thai director who is an authorized or co-authorized signatory. The amounts shown in this financial evidence must be in accordance with the capital contribution or shareholding amount of each Thai partner or shareholder. Evidence can be provided in one of the following forms: Financial evidence issued by a bank to verify or demonstrate financial status. Copy of bank statement for the past six months. Copy of personal income tax or corporate income tax document (Form PorNgorDor.90 or PorNgorDor.91 for individuals; Form PorNgorDor.50 or PorNgorDor.51 for corporate shareholders). Any other supporting document showing the source of funds used for the capital contribution. The consultation period will be open until June 20, 2025, and the draft may be subject to additional revisions before it is finalized and made legally binding.
Read More
May 28, 2025
Tilleke & Gibbins attorneys in Vietnam have contributed the 2025 edition of Doing Business in Vietnam, a comprehensive Q&A-style resource from Thomson Reuters Practical Law that provides essential insights for companies navigating business operations in Vietnam. The guide presents a detailed overview of the country’s legal framework and regulatory environment, reflecting recent updates in Vietnamese legislation and practice. This annually updated guide offers key information on the following areas: Legal system: Structure of the Vietnamese judiciary and the role of codified law. Foreign investment: Conditions for market access, licensing requirements, foreign ownership restrictions, and investment incentives. Business vehicles: Formation and operation of legal entities, including limited liability companies, joint-stock companies, and representative offices. Employment: Employment contracts, social insurance, labor rights, and procedures for hiring foreign nationals. Tax: Overview of corporate income tax, personal income tax, value-added tax, and other tax obligations. Intellectual property: Procedures for protecting and enforcing patents, trademarks, copyrights, and other IP rights. Data protection: Compliance requirements under Vietnam’s data privacy laws, including the Personal Data Protection Decree. Competition law: Antitrust rules and regulatory oversight under the Law on Competition. Anti-bribery and corruption: Legal framework and enforcement practices aimed at curbing corrupt activities. E-commerce and digital business: Regulations governing online platforms, digital content, and cross-border services. Marketing and advertising: Laws and guidelines on advertising standards and consumer protection. Product regulation and liability: Safety requirements, product liability issues, and roles of relevant authorities. Doing Business in Vietnam is part of Practical Law’s global series of legal guides designed to support international practitioners and businesses. To access the most recent edition of the Vietnam guide, visit the Practical Law website and sign up for a free trial.
Read More
May 27, 2025
Thailand’s Department of Business Development (DBD) has issued a regulation mandating the closure of the legacy “e-Registration” system for registration of juristic persons, effective June 1, 2025. The e-Registration system will be formally discontinued as part of Thailand’s transition to the “DBD Biz Regist” digital platform, which aims to modernize and streamline online registration processes for corporate entities. Beginning July 1, 2025, the DBD will suspend all paper-based application submissions. All corporate registration applications for partnerships and private limited companies must be submitted online through the DBD Biz Regist system. The DBD introduced the DBD Biz Regist system in 2024 by a regulation of the Office of Central Company and Partnership Registration. While paper-based registration has remained available during the transition period, it has been limited to a reduced number of cases. DBD Biz Regist System The key principles of the DBD Biz Regist system include: Online submission and identity verification. The application process is fully digital throughout the entire registration procedure. Users can create accounts on the DBD Biz Regist website and complete identity verification online through ThaID, National Digital ID (NDID), or the DBD e-Service application—which is currently the only online option available to foreign nationals. In-person verification before a DBD registrar remains available as an alternative option. Electronic signatures. The system supports electronic signatures without requiring physical appearance for document signing. Users can sign documents electronically through ThaID, NDID, or the DBD e-Service application. Consent form process. After the DBD registrar approves an online application submission, the system will generate a consent form to be signed by the relevant parties. This form certifies the information presented in the online registration application. Applicants may either print and physically sign the consent form before uploading it to the system or sign it electronically through the DBD Biz Regist platform. Digital certified corporate documents. Upon completion of the
Read More