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September 25, 2012

Getting the Deal Through – Franchise 2013, Vietnam Chapter

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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.

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