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​ 

September 26, 2025
As Vietnam accelerates its digital transformation, data centers have emerged as critical infrastructure supporting the shift toward a digital government, digital economy, and digital society. For businesses targeting Vietnam’s rapidly growing data center market, a clear understanding of the evolving regulatory landscape, compliance obligations, and government incentives is key to successful market entry and operation. This article provides a strategic overview of investment opportunities and key compliance requirements in Vietnam’s dynamic data center sector. Investment Incentives to Boost Data Center Growth Since July 1, 2024, organizations and individuals across all economic sectors have been encouraged to invest in and contribute to the development of data centers. By law, there are no restrictions on shareholding ratios, capital contributions, or foreign investor participation in data center and cloud computing services under business cooperation contracts. Currently, investment in AI data centers is classified as a specially incentivized industry, qualifying for preferential treatments and incentives in terms of investment, taxation, land use, and other related areas. Large-scale data centers, together with AI and cloud computing, are currently considered as strategic technologies and products for which Vietnam offers significant fiscal, tax, and land incentives to promote investment. Additionally, these large-scale projects may receive direct financial support from local development budgets for facility construction, technical infrastructure, and equipment procurement, subject to state budget provisions and applicable laws. AI data center construction projects also enjoy preferential treatment under customs regulations. Regulatory Approvals for Providing Data Center Services The 2023 Telecom Law and its guiding documents marked a significant milestone by classifying data center services as value-added telecom services. Under the law, a data center service is defined as a telecom service that enables users to process, store, and retrieve information via a telecom network through the leasing of part or all of a data center. A
Read More
September 24, 2025
Online shopping in Thailand is more accessible than ever, with global platforms, local social media shops, and entertainment-driven social commerce enabling instant purchases. However, this convenience comes with rising concerns over digital intellectual property (IP) infringement, including counterfeit goods, pirated content, and unauthorized brand usage. At first glance, online platforms appear to offer quick solutions. Most major e-commerce sites, social media channels, and social commerce platforms provide “notice and takedown” systems, where IP owners can file complaints and request the removal of listings that infringe IP rights, such as trademarks and copyrights. These tools are certainly useful, as seeing a fake product vanish from a platform feels like progress. But the reality is less reassuring. The counterfeit goods themselves remain in warehouses, markets, or shops, ready to be resold. Sellers whose accounts are taken down often return within days under new names or accounts. In other words, a takedown is like cutting weeds without pulling out the roots: they always grow back. While notice and takedown tools are widely available and can be managed internally by most IP owners, their impact is often short-lived. IP owners seeking more effective, lasting protection need to take a more strategic and multilayered approach. The same applies to online piracy. Unauthorized streaming websites that offer free access to movies, TV shows, or sports broadcasts have become widespread in Thailand. To combat this, rightsholders can request website blocking under the Computer Crime Act, through the Ministry of Digital Economy and Society and the courts. Once requests are approved, internet service providers are ordered to block access to infringing sites. Blocking orders can be effective in disrupting large-scale piracy operations, but they also face limitations—pirate sites frequently reappear under new domains. Strategic Protection Whether the infringing material is physical counterfeit goods or intangible streaming content,
Read More
September 19, 2025
Over the past two years—particularly since Thailand announced incentives for EVs, including tax exemptions and reductions—there has been a clear trend of manufacturers relocating their facilities to Thailand. This shift is reshaping the country’s industrial landscape and creating significant opportunities in the real estate sector for companies looking to establish or expand EV manufacturing operations in Southeast Asia. Incentive-Driven Market Transformation The government’s tax exemptions and reductions have proven effective in attracting foreign investment, with Chinese manufacturers currently dominating the market. Most EV parts and car manufacturers operating in Thailand are from China, reflecting the prominence of Chinese EV brands that have already established a presence in the country. The sector encompasses manufacturers of electrical equipment as well as companies seeking to establish facilities for producing electric vehicle components, parts, and accessories. The surge in activity is evident across Thailand’s EV manufacturing sector, with legal practices handling these transactions experiencing unprecedented demand. Industrial Real Estate Framework and Market Dynamics Thailand’s industrial real estate framework provides compelling advantages for foreign manufacturers, who typically face restrictions on foreign land ownership under the Land Code. However, foreign investors can benefit from exemptions to these restrictions if the land is located within industrial real estate zones designated by the Industrial Estate Authority of Thailand (IEAT) or they obtain investment promotion from the Board of Investment (BOI) if the land is located outside an industrial estate area governed by the IEAT. Both the IEAT and BOI provide special tax and nontax incentives, including foreign land ownership, with even greater incentives available for land situated within the country’s Eastern Economic Corridor (EEC). This regulatory advantage has sparked a parallel trend in land development. Industrial real estate developers in the EEC are actively consolidating land into large plots to develop new industrial estate projects, recognizing that
Read More
September 17, 2025
M&A specialists at Tilleke & Gibbins have contributed the Vietnam chapter to Private M&A 2025, a newly released guide from Lexology Panoramic. The publication provides practical insights into private mergers and acquisitions frameworks in jurisdictions worldwide. The Vietnam chapter addresses key aspects of private M&A transactions, including: Structure and process, legal regulation, and required consents Advisers, negotiation, and documentation Due diligence and disclosure obligations Pricing, consideration, and financing Conditions, preclosing covenants, and termination rights Representations, warranties, indemnities, and postclosing covenants Taxation of transfers Employees, pensions, and benefits Recent legal, regulatory, and market practice developments The chapter highlights how Vietnam’s legal framework governs private acquisitions and disposals, outlines typical transaction processes and structures, and provides guidance on common regulatory and practical considerations. It also notes recent trends, including increased scrutiny of merger control filings by the Vietnam Competition Commission and regulatory changes affecting M&A approvals. The full Vietnam chapter is available as a PDF through the button below. Readers can also gain 30 days of complimentary access to Private M&A 2025 and Lexology Panoramic’s full library of resources through this link.
Read More