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

January 16, 2015

The International Comparative Legal Guide to: Franchise 2015 – Vietnam Chapter

Subscribe to Updates
Global Legal Group

Jim Dao and Tu Ngoc Trinh, registered foreign attorney and attorney-at-law of the Tilleke & Gibbins corporate and commercial group in Vietnam, have coauthored the Vietnam chapter of The International Comparative Legal Guide to: Franchise 2015  (1st edition), a Q&A-style guide that provides a practical, cross-border overview of franchising law in 24 jurisdictions worldwide. The Vietnam chapter, which serves as a vital tool for franchisors and franchisees operating in the country, covers the following subjects in detail:

  • Franchise Legislation and Rules: Laws regulating the offer and sale of franchises, registration requirements, mandatory presale disclosure obligations, requirements to offer or sell a franchise, membership of national franchise associations, and translation of franchise documents into Vietnamese
  • Franchise Business Vehicles: Restrictions on non-nationals, business entities used by franchisors, and registration requirements and formalities
  • Competition Law: Overview of competition laws, maximum permitted terms for franchise agreements, minimum resale prices, encroachment, and in-term and post-term non-compete and non-solicitation of customers covenants
  • Enforcing Intellectual Property: Trademarks, trade secrets, and copyright
  • Liability: Franchisors failing to comply with mandatory disclosure obligations, rescinding franchise agreements, claiming damages, allocation of liability for disclosure non-compliance or misrepresentation, disclaimer clauses, and class-action lawsuits
  • Governing Law: Requirements to use local law, local court remedies, and enforcing foreign orders
  • Real Estate: Duration of commercial property leases, conditional lease assignments, restrictions on non-national entities, and the commercial real estate market in Vietnam
  • Online Trading: Online orders received from abroad and requiring former franchisees to assign local domain names to the franchisor on the expiry or termination of the franchise agreement
  • Termination: Mandatory local laws that may override termination rights
  • Labor Laws: Vicarious liability and mitigating risk
  • Currency Controls and Taxation: Limitations on the repatriation of royalties to overseas franchisors, withholding tax requirements, and conducting transactions in the Vietnamese Dong
  • Franchise Renewal: Disclosure obligations and compensation for non-renewal or refusal to extend a franchise agreement
  • Franchise Migration: Imposing restrictions on franchisees and step-in rights

This article appeared in the 2015 edition of The International Comparative Legal Guide to: Franchise, published by Global Legal Group Ltd, London. www.iclg.co.uk

Download Full Article
Related Professionals

Practices

Corporate/M&A

Intellectual Property

Real Estate

Tax

Location

RELATED INSIGHTS​ 

April 30, 2026
Thailand’s Long-Term Resident (LTR) Visa regime offers an attractive immigration pathway for qualifying foreign nationals, providing a 10-year renewable permission to stay in Thailand. Following amendments under Board of Investment (BOI) Announcement No. Por. 3/2568 dated February 4, 2025, the regime now more explicitly accommodates property investment as a qualifying vehicle—a development of particular relevance to foreign nationals already considering real estate acquisitions in Thailand. The LTR Visa is available to several categories of applicants, including wealthy global citizens with global assets of at least USD 1 million, and wealthy pensioners aged 50 or older with an annual pension or fixed income of at least USD 40,000. Property as a Qualifying Investment For both categories, property investment is recognized as one of three eligible investment types alongside Thai government bonds (with at least five years remaining to maturity) and direct investments in Thai companies or approved venture capital or private equity vehicles. The minimum qualifying property investment is USD 500,000 for wealthy global citizens and USD 250,000 for wealthy pensioners. Eligible property types include freehold condominiums, buildings, or villas, as well as leasehold properties with a remaining lease term of at least 10 years. Health Coverage Requirement Beyond the investment threshold, applicants must demonstrate adequate health coverage. This requirement can be satisfied through a health insurance policy covering at least USD 50,000 in Thai medical expenses with at least 10 months of remaining coverage, evidence of social security benefits covering Thai medical costs, or a bank deposit of at least USD 100,000 retained for 12 months. Practical Considerations For foreign nationals already considering property acquisitions in prime residential markets—where investment values commonly meet or exceed the USD 500,000 threshold—the visa pathway effectively transforms a real estate purchase into a dual-purpose investment, combining asset ownership with long-term residence rights that
Read More
April 30, 2026
Vietnam’s Decree No. 134/2026/ND‑CP, which took effect on 9 April 2026, plays an important role in detailing and implementing Vietnam’s Intellectual Property (IP) Law in the context of rapid digital transformation and the growing application of artificial intelligence (AI). The new decree provides comprehensive guidance on the application of copyright and related‑rights regulations, addressing key issues such as authorship, ownership, statutory exceptions and limitations, registration procedures, and enforcement mechanisms. Through these measures, Decree 134 seeks to achieve an appropriate balance between safeguarding the legitimate interests of rightsholders and fostering innovation, research, and technological advancement, thereby strengthening the state’s framework for the effective management, protection, and exploitation of intellectual property in the digital and AI‑driven environment. Some notable aspects of Decree 134 are discussed below. Copyright for AI-Created Works Decree 134 provides important guidance on the determination of copyright and related rights in works created with the assistance of AI. Article 5a reaffirms the principle that human creativity remains central to copyright protection, clarifying that copyright or related rights arise only where a human makes a substantial and decisive intellectual contribution, exercises effective control over the creative outcome, and assumes responsibility for the content and its legality. At the same time, the provision confirms that AI is regarded solely as a technological tool rather than a rights‑holding subject, thus ensuring consistency with the fundamental concepts of authorship and ownership under the IP Law. By introducing requirements on transparency, proof of human contribution, and compliance with AI‑specific labelling and technical marking obligations, Decree 134 establishes a clear and enforceable legal framework for the responsible use of AI in creative activities. Lawful Use of Copyrighted Texts and Data Article 37a of Decree 134 sets out the specific conditions under which copyrighted texts and data may be lawfully used for scientific research, experimentation,
Read More
April 29, 2026
Across the region, local brands have become key drivers of economic growth, cultural identity, and innovation, and Myanmar is no exception. From traditional products and creative industries to modern startups and small and medium‑sized enterprises (SMEs), Myanmar’s local brands are increasingly shaping domestic markets. However, as local brands grow, they also face higher risks of imitation, misuse, and unfair competition. In this context, protecting brand identity, creativity, and innovation through proper intellectual property (IP) strategies is essential to ensure that Myanmar’s homegrown businesses can grow sustainably, compete confidently, and retain the value of what they create. The Key IP Laws for Local Brands In 2019, Myanmar enacted a comprehensive suite of four IP laws, aligning the nation’s IP enforcement framework with international standards. Trademark Law 2019: This law introduced the “first-to-file” system into the country, with trademark rights primarily obtained through registration with the Intellectual Property Department (IPD). Trademarks protect brand names, logos, and other signs that distinguish goods or services. Registration grants the exclusive rights to use the mark and to prevent others from using identical or confusingly similar marks. Each registration lasts for 10 years from the filing date and can be renewed for subsequent 10-year periods. Copyright Law 2019: Copyright, which arises automatically upon creation, protects literary, artistic, musical, and audiovisual works, including software, advertisements, artwork, and social media content. While registration with the IPD is not mandatory under this law, it can be helpful for establishing evidence and supporting any future enforcement. The terms of protection for economic rights associated with copyrights vary depending on the type of work involved. In contrast, the protection for moral rights lasts indefinitely—continuing even after the author’s death. Industrial Design Law 2019: Under this law, any industrial design that is new and independently created can be filed with the
Read More
April 29, 2026
Vietnam’s education sector is entering a new regulatory era. On December 10, 2025, the National Assembly adopted a series of new and amended laws in the field of education, including the 2025 Law on Vocational Education, the 2025 Law on Higher Education, and the amended Law on Education No. 123/2025/QH15 (Amended Law on Education). These laws together took effect on January 1, 2026, marking a significant reform of Vietnam’s legal framework governing the education sector. The legislative package introduces a new lawmaking approach under which foundational and principle-based provisions are codified in the Amended Law on Education, while the Law on Higher Education and the Law on Vocational Education serve as specialized statutes providing supplementary, sector-specific regulatory detail tailored to their respective subsectors. The Amended Law on Education fundamentally restructures how educational institutions are established, governed, and licensed, with direct implications for private investors, foreign-invested entities, and education service providers operating in Vietnam. Below are several highlights of the key changes under the amended law, especially in the private sector, that stakeholders should understand: Change in the National Education System In addition to primary education, lower secondary (junior high school) education is now compulsory in Vietnam. Accordingly, diplomas are no longer awarded upon completion of lower secondary school but only for upper education levels. The national education system is also expanded through the introduction of vocational high school as a new level of vocational education. Such reform creates additional learning pathways that not only enable learners to pursue both further education and participate in the labor market, but also better align education and training with socioeconomic development needs. New Hurdle for Joint Investors: Mandatory Corporate Entity Requirement Where two or more investors jointly establish an education institution, the investors are no longer permitted to directly establish such an institution.
Read More