When should you hire a lawyer for an FDI project in Vietnam?

16 March, 2026 30 Views

Table of Contents

Hiring a Foreign Investment Lawyer is a strategic step that helps foreign investors (FIs) ensure that the investment process in Vietnam is safe, legal, and efficient. As Vietnam increasingly becomes an attractive spot on the global investment map, every FDI project requires meticulous preparation, not only financially but also legally. Because the legal system, administrative procedures, and business environment in Vietnam have their own unique characteristics, the following article will help you better understand why it is necessary to hire a foreign investment lawyer when implementing an FDI project in Vietnam.

Overview of FDI and the Role of Hiring a Foreign Investment Lawyer

Concept of FDI

FDI stands for Foreign Direct Investment. This is a characteristic form of international investment. Specifically, FDI occurs when an investor (individual or organization) invests capital (either entirely or partially) into a production facility, business, or project in the host country. The key difference between FDI and indirect investment forms is that the foreign investor not only provides capital but also directly controls or participates significantly in the control of management, production, and operations of that enterprise or project. The ultimate goal of FDI is for the investor to transfer technology, techniques, and management experience to maximize profits derived from business activities in the host country.

Forms of FDI Investmentác hình thức đầu tư của FDI

No.	Form of FDI	Concept	Legal Basis	Regulatory Content
1	Establishment of a new economic organization (100% foreign capital)	FIs establish a new legal entity in Vietnam. This form allows FIs absolute control over the activities and business strategies of the new enterprise.	Article 22, Investment Law 2020 on investment to establish economic organizations.	Stipulates that foreign investors must perform procedures for an Investment Registration Certificate (IRC) before establishing a legal entity and must meet market access conditions.
2	Implementation of investment projects	FIs establish an economic organization to directly deploy a specific licensed production or business project. This form requires a long-term capital commitment and compliance with project management regulations.	Article 21, Investment Law 2020.	Focuses on the direct execution of licensed business activities.
3	Mergers and Acquisitions (M&A)	FIs purchase shares or capital contributions of an existing economic organization to establish dominant rights or control.	Clause 2, Article 21, Investment Law 2020; Enterprise Law 2020; Competition Law 2018.	Governs the change of ownership and control within established entities.
4	BCC Contract	Parties cooperate in business to share profits, rights, and obligations without establishing a new legal entity. This is a highly flexible form, saving administrative costs and time.	Article 27, Investment Law 2020 on investment in the form of a BCC.	Regulates business cooperation without creating a separate legal entity.

Key Legal Procedures for Bringing FDI into Vietnam

The process of implementing an FDI project in Vietnam is a series of mandatory legal procedures regulated by the Investment Law 2020 and Enterprise Law 2020. This process is designed to establish a solid legal foundation to ensure smooth investment implementation, including:
- Online declaration of investment project information: Before submitting hard-copy documents, foreign investors must declare project information on the National Foreign Investment Information System. For projects requiring Approval of Investment Policies, FIs must submit a dossier to the competent authority, including: An application form, legal status documents, financial statements for the last 2 years (or financial support commitments), and a detailed project proposal.
- Procedure for granting the IRC: After the online declaration, FIs submit the IRC application dossier directly/online via the National Public Service Portal or at competent authorities such as the Department of Planning and Investment (often referred to as Sở Kế hoạch và Đầu tư, though your text mentions Sở Tài chính – note: usually DPI manages this) or the Management Board of Industrial Parks/Export Processing Zones where the project is based.
  - Note: The processing time is 15 working days from the receipt of a valid dossier. The Investment Registration Authority will either issue the IRC or provide a written notice with detailed instructions for modification or supplementation.
- Procedure for granting the Enterprise Registration Certificate (ERC): After obtaining the IRC, FIs submit an application for enterprise establishment (Application form, Charter, List of members, IRC) at the Business Registration Office. The authority will issue the ERC (which also serves as the Tax Code) within 3 working days if the dossier is valid.
- Opening a Direct Investment Capital Account (DICA): Investors must open a DICA (in foreign currency and/or VND) at a licensed bank to perform transactions related to direct investment capital.
- Other post-establishment procedures.

Legal Risks in FDI Investment

Legal barriers for conditional business lines: Vietnam regulates many “conditional” business lines for foreign investors. Failure to research these conditions thoroughly before project establishment may lead to the rejection of the IRC or forced restructuring after operations begin. Furthermore, misidentifying business lines can result in serious consequences such as license revocation or administrative penalties.
Complexity in procedures and the legal system: The investment process in Vietnam is a multi-layered series of procedures from investment registration and company establishment to sub-licenses. Moreover, the Vietnamese legal system is still in the process of refinement; application between different management levels may vary, requiring investors to clearly understand the sequence, procedures, and timelines to avoid affecting investment activities.
Business Culture Risks: Differences in local policies present a strategic challenge for FDI projects. Foreign investors often face difficulties when they do not understand the working culture or business practices in Vietnam. These differences can lead to conflicts in human resource management, difficulties in contract negotiations, or challenges in building trust with local partners and suppliers.

Reasons to Hire a Foreign Investment Lawyer for FDI Projects in Vietnam

To mitigate risks and maximize operational efficiency, investors should have the companionship of a specialized foreign investment lawyer from the very beginning. Legal support is not merely about compliance; it brings strategic value throughout the FDI project.

Pre-investment Review: Before deploying any project, a lawyer will conduct a thorough review to provide the client with a comprehensive view of legal rights, obligations, and compliance processes. This aims to eliminate potential legal risks, ensuring all investment activities are lawful and fully adapted to current regulations. This early preparation is a solid foundation for the long-term stability of the project.
Efficiency and Accuracy: With extensive expertise, a lawyer can handle legal issues accurately and efficiently from the start. From drafting precise documents to representing the client before state agencies, a lawyer helps minimize the need for amendments or supplements to the dossier. This significantly saves time, effort, and administrative costs, allowing the business to focus its resources on core activities.
Maximizing Investor Benefits: Based on goals, scale, and the nature of the industry, a foreign investment lawyer will advise on the most suitable investment form. Additionally, the lawyer will conduct in-depth research on tax incentives and support policies to maximize the economic benefits for the client.

Contact Us

Our Vietnam company establishment support services provide comprehensive solutions for entrepreneurs and investors. We help clients clearly understand the legal process, from choosing the right business type and registering the company name to applying for licenses and taxes. Our team of experts will accompany you, ensuring all procedures are performed quickly, accurately, and in compliance with the law.

With a team of senior lawyers with many years of experience, solid legal knowledge, and excellent bilingual consulting capabilities, BKC LAW is confident in being one of the best legal partners in the market.

To receive free legal advice at BKC Law, you may contact our lawyers through the following information:

Phone: 0901 3333 41
Email: info@bkclaw.vn
District 1 Office: 9th Floor, Diamond Plaza Building, 34 Le Duan, Sai Gon Ward, District 1, Ho Chi Minh City
Binh Tan Office: 41 Ten Lua, An Lac Ward, Binh Tan District, Ho Chi Minh City