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​ 

July 6, 2026
Indonesia’s regulation on reporting online intellectual property (IP) infringement provides comprehensive procedural guidance for IP rights holders and their licensees in reporting online infringement complaints. Issued in December 2025 by the Ministry of Law as Regulation No. 47 of 2025 regarding Handling of Intellectual Property Infringement Reports in Electronic Systems, this regulation covers all types of IP rights. It also specifies documentation when reporting infringement, and lays out the procedures for examination, verification, and enforcement actions. Submission of Complaints Complainants may submit reports through the online system of the Directorate General of Intellectual Property (DGIP) or in person at the DGIP office. Complaints may also be filed through an authorized proxy. Under the regulation, complainants are required to provide the following information and documents: Personal details of the complainant; Brief description of the protected work or subject matter (i.e., type of IP and name or address of the infringing website, portal, account, or application, or a link to the location of the infringing content); Complete description of the alleged infringement; Certificate of registration or recordal of the relevant IP; Recordal of IP license agreement, if any; and Other supporting evidence. Verification and Examination Process Upon receiving a complaint, the responsible formality officer may request clarification or additional supporting documents. In the latter case, the complainant must then submit the necessary administrative documents within 14 days of the notification date. Once the documentation is deemed complete and sufficient, the case will be formally registered. Subsequently, the DGIP will establish a verification team to handle online IP violations, which will include the Civil Servant Investigator (PPNS), the Ministry of Communication and Digital Affairs, experts with relevant expertise in IP, and representatives from related associations such as AVISI (Indonesian Video Streaming Association). After examining the report, the team will prepare the Minutes
Read More
June 30, 2026
Customs recordation is an enforcement mechanism in Myanmar that enables intellectual property (IP) rights holders to seek prevention of the cross-border movement of infringing goods. The enactment of Myanmar’s IP laws in 2019 has enabled customs recordation for registered marks and copyrights under the Trademark Law 2019 and the Copyright Law 2019. By contrast, the Patent Law 2019 and the Industrial Design Law 2019 do not provide a practical framework for customs recordation, and accordingly such rights are not subject to the customs recordation regime. Under the Trademark Law 2019, rights holders may apply for customs recordation and may also ask the Customs Department to suspend the release of goods suspected of bearing counterfeit marks. Likewise, the Copyright Law 2019 allows for customs intervention in relation to pirated works. These provisions reflect Myanmar’s gradual alignment with international standards on border measures, although the implementation framework remains at a relatively early stage of development. Customs Recordation Pursuant to the Trademark Law 2019 and the Copyright Law 2019, the relevant authorities have issued customs rules concerning the protection of registered marks and copyrights. In practice, the process generally begins with the submission of an application to the Customs Department together with supporting documentation. This typically includes proof of registration in Myanmar; details of the rights holder, applicant, and any authorized representative; and a comprehensive description of the genuine goods. Product identification materials—such as photographs, packaging samples, and distinguishing features—are particularly important in helping customs officers identify suspected infringing goods. A recordation remains valid for two years from the date of approval. It may be renewed for additional two-year terms, provided that the renewal application is filed within the thirty days prior to expiry for marks and up to thirty days in advance of the expiry date for copyrights, in accordance with
Read More
June 24, 2026
Patent enablement requirements are provided under Article 102 of Vietnam’s Law on Intellectual Property (IP Law). In particular, a patent specification must “fully and clearly disclose the nature of the invention to such an extent that, based on the specification, a person having ordinary skill in the relevant art can implement the invention.” In pharmaceutical and biotechnology patents, this requirement is more complicated and subject to more rigorous assessment. The Patent Examination Guidelines (Guidelines) of the Intellectual Property Office of Vietnam (IP Office) were amended in March 2026 to introduce Annexes III and IV for the pharmaceutical and biotechnology sectors, in which Annex III provides detailed guidelines on the assessment of specification requirements. These amendments were made under a project for strengthening capacity in industrial property examination between the Japan International Cooperation Agency (JICA) and the IP Office. Annex III provides detailed instructions on how examiners assess enablement in a pharmaceutical or biotechnology application, and offers examples of acceptable and unacceptable descriptions with regard to the enablement aspect. Enablement Requirements in Pharma and Biotech Patents Article 12.7 of Circular 10/2026/TT-BKHCN (Circular 10) adds to the requirements of Article 102 of the IP Law that the description must demonstrate the novelty, inventive step, and industrial applicability of the technical solution. For pharmaceutical composition subject matters, Article 12.9 of Circular 10 sets out that the description must present the results of clinical trials and/or the pharmacological effects of the claimed pharmaceutical composition, and must include at least the following information: Substance/mixture used. Testing method (system) employed. Information on the test results. Correlation between the pharmacological effects obtained from the tests and the application of the pharmaceutical product in the prevention, diagnosis, and treatment of diseases. The Guidelines note that pharmacological study results should be presented in a quantified manner, and pharmacological
Read More
June 23, 2026
Thailand’s Board of Investment (BOI) has significantly revised its post-approval compliance framework for projects that receive investment promotion incentives, replacing the previous semiannual reporting system for project progress with a new quarterly reporting regime. The initial report is due by July 30, 2026, covering the second-quarter reporting period of April to June 2026. The new requirements—implemented through BOI Announcement No. 8/2569 and Office of the BOI Notification No. Por. 8/2569, both of which became effective on March 30, 2026—apply both to newly promoted projects and to existing promoted projects that remain in the implementation stage. Background Under the previous reporting framework, BOI-promoted companies that had not yet commenced full operations were generally required to submit reports on project progress to the BOI twice a year (February and July) through the BOI’s e-Monitoring system. By adopting a quarterly reporting regime, the BOI seeks to strengthen monitoring and evaluation of investment progress and project implementation. Reporting Requirements Under the new regulations, BOI-promoted companies must submit project progress reports on a quarterly basis during the implementation phase of a promoted project. The reporting periods and submission deadlines are: Q1 (January–March): April 30 Q2 (April–June): July 30 Q3 (July–September): October 30 Q4 (October–December): January 30 of the following year The quarterly reporting obligation runs from the date the BOI promotion certificate is issued until the BOI grants approval for commencement of full operations. For newly promoted projects, no quarterly report is required for the quarter in which the BOI promotion certificate is issued—the first reporting obligation arises in the immediately following reporting period. All project progress reports must be submitted electronically through the BOI’s e-Monitoring system. The existing annual reporting requirement also remains in effect, requiring promoted companies to submit an annual operating results report through the e-Monitoring system by July 31 of
Read More