Vietnam Market Entry

Guide 2024
About Acclime
Acclime Vietnam is a leading provider of FROM ASIA, FOR ASIA Ho Chi Minh City:
professional accounting, tax, payroll, compliance, Level 9, Lim Tower 3,
company establishment and advisory services in As a regional expert provider of corporate services, 29A Nguyen Dinh Chieu, District 1
Vietnam, with a focus on providing exceptional Acclime helps corporates and private clients seamlessly Phone: +84 (0)28 3535 8200
services to international clients. advance their businesses and interests in difficult-to-
navigate markets in Asia and beyond. Our years of Hanoi:
With offices in Ho Chi Minh City, Hanoi and in-market experience and deep knowledge helps our Unit 504, Level 5, Hanoi Tower
Danang, we assist foreign invested and locally clients to avoid pitfalls and make progress faster. 49 Hai Ba Trung, Hoan Kiem District
owned companies maintain the highest level of Phone: +84 (0)24 6273 3589
professional standards in Vietnam through proactive
advice, compliance and reporting assistance. A REGIONAL SPECIALIST WITH GLOBAL STANDARDS Danang:
Level 3, Diamond Time Complex Building,
In a market characterised by increasing sophistication 35 Thai Phien, Hai Chau District
SERVICE LINES and complexity, our regional network of grass-roots Phone: +84 (0)236 366 4662
experts is pushing the corporate services sector
Our Service Lines cover five key areas: with bold, innovative solutions that are seamlessly
• Accounting, Financial Reporting, Outsourcing delivered to the highest global standards. [email protected]
and Chief Accountant Appointment
• Tax Consulting and Compliance vietnam.acclime.com
• Payroll Outsourcing and HR Advisory FOR FURTHER INFORMATION, CONTACT:
• Licensing, Market Entry and Company Structuring
• Advisory Services and Transaction Support Rizwan Khan Thi Le Disclaimer: This publication is general in nature and is for general information purposes only.
Managing Partner Director - Advisory Services Although every effort has been made to ensure the accuracy of the information at the time

These Service Lines allow Acclime to provide a [email protected] [email protected] of the publication, no warranty or guarantee can be given in respect to the information

comprehensive suite of services to foreign investors, presented herein. No responsibility or liability is taken for reliance on this publication, and

implications of any actions arising from this document are fully disclaimed. Readers are
based around a multi-disciplinary approach to providing Vlad Savin Phuong Vo
encouraged to obtain specific professional advice regarding their individual situations.
solutions and support to foreign investors in Vietnam. Partner Head of Licensing, Market Entry
[email protected] and Secretarial Services (c) Copyright 2019-2024 Acclime Vietnam. All Rights Reserved.
[email protected]

AU S T R A L I A | C A M B O D I A | C H I N A | H O N G KO N G | I N D I A | I N D O N E S I A | M A L AYS I A | N E W Z E A L A N D |
P H I L I P P I N E S | S I N GA P O R E | T H A I L A N D | U N I T E D A R A B E M I R AT E S | U N I T E D S TAT E S | V I E T N A M Vietnam Market Entry Guide 2024 2
 Contents
1. Why Vietnam 4

2. Market Entry Support 6

3. Options & Entry Strategies 7

4. Market Entry Process 8

5. Company Establishment 9

6. Transaction Support 11

7. Post Transaction: Tax & Integration 12

8. Investment Considerations 13

9. Restrictions, Sectors & Strategies 14

Vietnam Market Entry Guide 2024 3

1. Why Vietnam

THE “VIETNAM STORY”

GDP GROWTH RATE & CPI 2014-2023 GDP PER CAPITA 2014-2023
Vietnam has experienced tremendous growth (albeit from
a low base) since first opening up to foreign investment 10%
in the later 1980’s and early 1990’s. The last 10 years in
8% 5,000
particular have provided significant opportunities and an
4,000
exciting story for investors. 6%
3,000
4%
FOREIGN INVESTMENT FOCUS 2,000
2% 1,000
Vietnam has made foreign investment a cornerstone 0% 0
of its economy, and has looked to provide a foundation 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
1
2014
2
2015
3
2016
4
2017
5
2018
6
2019
7
2020
8
2021
9
2022
10
2023
for domestic growth and stability on the back of the
foreign investment. Vietnam’s export sector is driven by
foreign investment, with 73.1% of all exported products GDP Growth Rate Annual CPI GDP per Capita in USD
being a result of foreign investors in 2023 (according to
statistical information from the General Statistic Office
dated 3 January 2024). Given the trade surplus Vietnam VIETNAM IMPORTS AND EXPORTS 2014-2023 (BILLION USD)* RETAIL SALES & GROWTH 2014-2023
has maintained over recent years, the foreign investment
focus continues to support and create domestic growth 600

opportunities in the economy. 400 300 30%

20%
200 200
The relative political and economic stability, together with
10%
legislative processes to encourage foreign investment 0
100
(whilst still protecting domestic and state enterprises), 0%
-200
have enabled foreign investment to grow across a broad 0 -10%
range of sectors and locations. Vietnam has also benefited -400 1 2 3 4 5 6 7 8 9 10
from political and economic instability of other economies 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
in Asia in recent years, with Vietnam continuing to provide a
credible investment destination.
Exports Imports Surplus/(Deficit) Retail Sales (Billion USD) Growth Rate

Vietnam Market Entry Guide 2024 4

 INTERNATIONAL TRADE AGREEMENTS • Bilateral Free Trade Agreements with Chile, South
Korea, Japan and Israel
Vietnam has been proactive in entering into Free Trade • Vietnam - Eurasian Economic Union Free Trade
Agreements (FTAs), as a foundation to long term economic Agreement
stability, even where this has required significant domestic • Vietnam - EFTA States Free Trade Agreement
concessions. • Vietnam - UK Free Trade Agreement
• Regional Comprehensive Economic Partnership
At present, Vietnam is a signatory to the various FTAs, such (RCEP)
as: • EU Vietnam Free Trade Agreement
• Comprehensive and Progressive Agreement for Trans-
Pacific Partnership (CPTPP) Vietnam is also signatory to over 80 Double Tax
• ASEAN Economic Community Agreements, and together with the expanding Free Trade
• ASEAN Free Trade Agreements with Japan, South Agreements, Vietnam sees itself as holding a core and
Korea, India, China, Hong Kong, Australia and New stable position within the boundaries of international
Zealand trade.

TOP 10 FOREIGN INVESTMENT SECTORS (BILLION USD), LIFETIME TOP 10 FOREIGN INVESTORS BY COUNTRY, LIFETIME TOP 10 EXPORT SECTORS, 2023

Computer,
90 electronic products
& accessories
80 Others 16.17%
26.57%
300,000 300
70

60 Iron and steel Phones &

200,000 200 2.35% accessories
50
Seafood 14.77%
40 2.53%
100,000 100 Parts of motor
30 2.55%
20 Wood & Other machinery,
0 0 Wood Products instrument &
10 3.8% accessory
g s ir e, s e s
rin itie da
& es
ion iti ad ycle ctio
n
rag itie ion yin
g Means of transport 12.16%
ctu tiv an pply l tr rc tiv at
fa c m at tiv
od e ac retai oto nstr
u sto ac nic arr Textile & sewing
nu tea rea ng su m nd al mu d qu 0 & spare parts
a a , st ni m v i c d m o n a i c m n Footwear
1. M est as itio co ser an les & 6.
C
tio hn co ng
a 3.99% products
al y, g nd Ac le c rta tec nd ini Korea Singapore Japan Taiwan Hong China British Netherlands Thailand Malaysia 5.71%
Re 4. food lesa vehi po nd na 9.4%
2. cit co ns ca tio .M Kong Virgin
c tri W
ho tor
o r a t i fi a 10
Ele 7. T orm
Islands
5. f m cie
n
3. ir o l, s Inf
pa na 0.
Re s sio
ofe
Pr
8. Total Registered Capital (Billion USD)

Vietnam Market Entry Guide 2024 5

2. Market Entry Support

“
When looking to enter a new market, or expand existing MARKET REVIEWS
operations, knowledge and experience is key to making
At Acclime, we spend time to
the right decisions. Our multi-disciplinary approach to Before entering a market, a common strategy is to understand investment motives and
market entry provides a robust foundation to ensuring the understand the local parameters of that market, expected outcomes when foreign
correct decisions are made, and in the right timeframes. and the opportunities or gaps within, from an
independent yet critical perspective. Our Market
investors are looking to enter Vietnam.
Services that form the core elements to Reviews enable investors to make commercial decisions It is only after we truly understand the
our Market Entry Support are: without bias, and with balanced information. “why” can we provide our experience
FINANCIAL & TAXATION DUE DILIGENCE VALUATIONS and advice relevant for their intentions.

Undertaking appropriate Financial and Taxation Undertaking an effective Valuation in Vietnam is not There is no “one-size-fits-all” approach
Due Diligence, with a clear focus on identifying simply about using a static profit based multiple, but the
and quantifying risks, provides a document for approach needs to look in depth at a target to understand to Vietnam, and we take pride in

”
negotiation and rectification strategies. future growth, risks and key drivers to the business. tailoring our services accordingly.
Due Diligence strategies and processes need to be Our Valuation experts use their personal experience,
tailored to specific sectors and industries, and rely industry data and extensive connections to develop
around local knowledge and experience. Our Due models and valuation results that are robust and
Diligence reports are designed around actions and reliable for making investment decisions. Rizwan Khan
risks, with identified issues highlighted and prioritised Managing Partner
for investors to make appropriate decisions. COMPETITOR ANALYSIS Acclime Vietnam

COMMERCIAL DUE DILIGENCE Understanding who the competitors are (direct and
indirect) within a market segment, and then digging
The process of undertaking Commercial Due Diligence on deeper to understand each of those competitors in
a potential target ensures that a full understanding of the depth, is a strength of our teams at Acclime. Building
commercial reliances, risks and opportunities is obtained true understandings of competitors in an industry
prior to transactions occurring. Related party transactions or segment gives power to an investor that cannot
and regulatory compliance issues are commonly identified in be understated when first entering the market.
this stage, and should be rectified as part of the transaction.

Vietnam Market Entry Guide 2024 6

3. Options & Entry Strategies
Acclime assists investors in looking at Acquisitions CAPITAL & TREASURY MANAGEMENT
or Establishment; for Greenfield projects or Existing
Operations. The market entry strategy for each differs Inbound investment is predicated on the ability to
accordingly, and the structures and timeframes required to repatriate profits and loan funds as investments mature.
execute can vary dramatically. We work with investors to understand needs, and minimise
trapped or restricted funds. We provide strategies for
profit and capital repatriation, to allow treasury strategies
CORPORATE STRUCTURES to be integrated into group or regional requirements.

We assist in determining the appropriate structure for Vietnam has strict currency and foreign exchange controls,
investment into Vietnam; be it an offshore holding vehicle, however for correctly structured investments, the effect
an onshore SPV structure, or differing combinations; we of these controls can present only limited obstacles in
look to ensure that structures provide regulatory, corporate practice.
and operational advantages for entry and future exit.

Certain industries have limitations for foreign investors, so EXIT STRATEGIES

establishing creative, yet secure, structures to work around
the limitations, are areas that Acclime is proud to assist The future exit is almost important as the entry, with pre-
with. determined paths for exit and repatriation of capital an
encouraged approach for investors.

TAXATION OPTIMISATION With foresight and experience, a well structured future

exit strategy can provide significant value creation for an
Structures should also be based around optimising investment in Vietnam.
taxation. This involves understanding opportunities with
Double Tax Agreements, Transfer Pricing obligations and
future plans of the investor. With an appropriate taxation
optimisation strategy, ongoing operations should have
maximum flexibility with lesser risks of from authorities in
the future.

Vietnam Market Entry Guide 2024 7

4. Market Entry Process
When planning your market entry process, it is critical to a meaningful manner and equally difficult to effectively majority of business activities are permitted for foreign
fully understand the options and structures that exist in protect against. As a result, it is not uncommon for a investors in Vietnam, there are restrictions. Care should
Vietnam, and restrictions that can apply. new company to be established in Vietnam to acquire the be taken in understanding the requirements or ability to
assets of an existing business as part of a transaction undertake desired activities accordingly. This will have an
Although Financial, Tax, Legal and Commercial Due process. impact on the appropriate structures and processes when
Diligence processes may be undertaken to international undertaking entry into Vietnam.
standards, it should be kept in mind that historic tax risks Vietnamese companies are only permitted to undertake
(i.e.,, potential liabilities) can be difficult to quantify in activities for which they are licensed, and although the

STEP 1 - PLANNING STEP 2 - STRUCTURING STEP 3(A) - ESTABLISHMENT OF STEP 4 - POST TRANSACTION STEP 5 - ONGOING
NEW VIETNAMESE ENTITY SUPPORT COMPLIANCE
Market Entry Strategy Corporate Structure
Development Tax & Determination (including Vietnam Licensing (company Post Licensing Registrations Assistance with Accounting,
Structural Analysis possible offshore holding establishment) and Integration review Tax, Payroll and Reporting
Restricted Investment structure and the local implementation Post Transaction Accounts / Compliance, together with
Sector Analysis corporate structure) SPA Compliance Statutory Responsibilities.

STEP 3(B) - INVESTMENT IN

/ ACQUISITION OF EXISTING
ENTERPRISE Step 3(A) and Step 3(B) represent
Due Diligence and Analysis of 02 distinct options. To prevent any
Target Deal Execution Licensing misunderstanding that Step 3(A)
& Transaction Support precedes Step 3(B), it is advisable
to insert the term "or" for clear
differentiation.
Vietnam Market Entry Guide 2024 8
 5. Company Establishment
OVERVIEW OF THE COMPANY ESTABLISHMENT 1. GENERAL REQUIREMENTS
PROCESS
To start a company in Vietnam, investor(s) are required to
In Vietnam, the process of establishing (incorporating) have:
a company generally involves the submission of an • At least one Legal Representative, being an individual (of
application file to the Department of Planning and any nationality) who generally resides in Vietnam
Investment (DPI) for Investment Licenses. Subsequent • An office address in Vietnam
to obtaining the licenses, the company is required to • Evidence that the investor(s) have sufficient financial
undertake certain post-licensing procedures. capacity to remit the approved Charter Capital into
Vietnam within 90 days from company establishment
The licensing process for a foreign invested company in
Vietnam generally includes three basic stages (unless In addition to the above, investors are required to prepare
Ministerial or specific pre-approvals are required, then documents to support the identification of investors.
additional steps can arise):
Company’s in Vietnam are limited to provide services in
• Stage 1: Application for an Investment Registration accordance with their requested Business Lines.
Certificate (the IRC) (effectively, the foreign approval
stage) Typo
It is important to note that certain Business Lines are
• Stage 2: Application for an Enterprise Registration restricted, or are not part of the WTO commitments for
Certificate (the ERC) foreign investment in Vietnam, and therefore additional
• Stage 3: Initial post licensing (procedures implemented work may be required to secure Ministerial or other
after the establishment of a new company): approvals (where possible) for certain business activities.
a. Making Company Stamp
b. Drafting Decision of appointment of the key Care should also be taken to understand any additional
personnel under the current Law on Enterprises post-establishment sub-licenses for Business Lines, and
to understand the relevant requirements for these sub-
Further post-licensing (compliance) activities can then licenses that are issued and controlled by the relevant
begin, including tax registrations and bank account authorities or departments.
matters.

Vietnam Market Entry Guide 2024 9

2. DOCUMENTS REQUIRED FOR APPLICATIONS

The common documents required for a standard application for the establishment of foreign-owned enterprise (FOE)
are listed below. These documents may vary slightly depending on the jurisdiction of the investor, and is intended as a
general guide:

No. For Corporate Investors For Individual Investors

Legalised Certificate of Incorporation and all
1. Legalised/notarised passport of the foreign investor
amendments thereof
2. Legalised Latest Directors and Address Register
To ensure clarity, the distinction between the
Legalised/Notarised Passport (or Vietnamese ID card) of document requirements for Corporate investors and
3.
the authorised representative(s) Individual investors should be clearly indicated. This
could be distinguished by marking with "Not
Legalised/Notarised passport of the investor’s Legal
4. applicable" or "X" in the column of the Individual
Representative
investors. This approach may help prevent
Legalised/Notarised passport of the investor’s Legal misunderstanding that such documents are also
5.
Representative required from Individual investors.
6. Letter from the investors’ bank confirming cash balances Letter from the investors’ bank confirming cash balances
7. Lease contract or Memorandum of Understanding in relation to the FOE’s Vietnam office address
Documentation in relation to the leasing right of the landlord (Landlord Documentation). The documentation typically
includes:
• The landlord’s House/Building ownership certificate(s) or the agreement signed between the landlord and the
8.
owner according to which the landlord has the right to lease the office in case the landlord is the sub-lessor
• Business Registration Certificate reflecting that the landlord is entitled to lease the premises if the landlord is a
legal entity

9. Legalised/notarised passport (or Vietnamese ID card) of the proposed Legal Representative of the FOE

3. TIMELINE

An indicative timeline for the establishment of a foreign-owned Vietnamese company is illustrated below:

Indicative Timeline Weeks

W1 W2 W3 W4 W5

Discussion & Document Preparation

Application for the IRC
Application for the ERC
Initial Post Licensing (Stamp, Establishment Publication, etc.)

Note: Where Ministerial or other specific approvals are required then this timeline can be significantly different.

Vietnam Market Entry Guide 2024 10

 6. Transaction (Deal) Support
Undertaking any transaction is time consuming. Ensuring Vietnamese vendors can often present roadblocks at
the appropriate in-country support team, with significant the last minute into negotiations, and predicting and
transaction experience, is vital. Acclime works with you managing the expectations, are important.
through the transaction process, assisting with key
elements to the deal.

“
DATA ROOM MANAGEMENT Despite the best intentions from all
From assisting with data room establishment, to
parties, deals can collapse. This is where
managing the data request and document management Acclime, and our Vietnam experience
process, we help smoothen the due diligence process
with our in-depth experience, systematic and controlled can really pay off. We understand the
approach throughout the transaction process. fundamentals of transactions, and seek
to identify potential issues before they

”
TRANSACTION ADVISORY arise; pro-actively managing these
Based upon the understanding of the proposed as part of the transaction process.
transaction, the market, the parties, and the future plans,
Acclime works with our clients throughout transaction
planning and completion, so that risks, issues and key
commercial considerations are covered.
Thi Le
The aim is to move towards commercially successful Director - Advisory Services
completion, avoiding transaction failure in the final stages,
Acclime Vietnam
and avoiding future problems post completion.

DEAL NEGOTIATION

Having an independent party to advise and assist

through the difficult yet vital deal negotiations, removing
“personalities” from the negotiations, will provide the
greatest chance to move to successful completion.

Vietnam Market Entry Guide 2024 11

7. Post Transaction: Tax & Integration

“
Reaching”completion” for a transaction starts a new COMPLIANCE Once a transaction has reached
journey for investors. This requires understanding
and ensuring appropriate focus is placed on the key The ongoing compliance obligations of Vietnamese completion, the real challenges
components for operational success. Acclime’s ongoing entities involve a significant number of lodgements, often just commence.
services teams assist in all elements of post-transaction along with paper records (dossiers) retained and signed
support, and work with investors to develop and for the majority of transactions and accounting actions.
monitor plans for these. Having a master “Compliance Plan”, and monitoring Acclime can assist and provide clear
and reporting against this plan is important.
LICENSING SUPPORT benefits to investors with integration
Looking at director appointments, registered addresses, SPA MONITORING assistance or planning, managing
company Charters, branch registrations, business and monitoring the process, and
lines and sub-licenses are all items that likely needed Conditions and obligations contained in an SPA, both
attention and action post-transaction. Acclime is financial and practical, should be separately recorded coordinating the change-management
uniquely equipped to attend to and ensure these taken and a formal monitoring programme put in place. This
allows investors to minimise risk, and make sure that all
aspects, using our practical experience

”
care of.
parties to the transaction complete and undertake their and a multi-disciplinary approach
INTEGRATION committed obligations.

Integrating acquired operations into existing structures; PAYROLL SUPORT

localising and implementing group policies and Vlad Savin
procedures; rationlising duplicated operations. Acclime Partner
Ensuring the standardised labour programmes, from
works to document and develop integration plans and labour contracts to internal regulations, are put in place Acclime Vietnam
monitoring for a range post-transaction integration in line with the new investor’s requirements, and that
requirements. amendments to existing strategies stay in line with
labour regulations is important.
TAXATION
The taxation considerations post-transaction should Labour laws are complicated, and together with
not be understated. From Transfer Pricing requirements an appropriate labour plan (ie, outsourced payroll,
and strategies, to standard compliance planning and compensation and benefits, and labour compliance),
fulfillment of obligations, there needs to be a plan put significant benefits can be achieved.
in place detailing priorities and timeframes, with a clear
monitoring and reporting programme on top of these.

Vietnam Market Entry Guide 2024 12

 8. Investment Considerations
Operations in Vietnam have numerous dependencies TRANSFER PRICING & DOCUMENTATION
that separately and combined will have an impact on the
success of an investment. Important factors that need to Transfer Pricing compliance is a focus area of the
be considered for successful investments include: Vietnamese authorities, much like in other jurisdictions
in recent times, and understanding the documentation
STAFFING and procedures that apply in Vietnam is important
when conducting planning for investment. Acclime can
The quality, training and availability of staff in the required assist with ensuring appropriate understanding, and
field needs to be understood. The budgetary elements, that documentation and procedures meet the needs of
recruiting planning, and expatriate support are all Vietnamese and regional compliance.
elements to be planned for and understood to realise the
investment potential. ASSET IDENTIFICATION AND MANAGEMENT

REPATRIATION - CAPITAL, PROFITS AND OPERATIONS Monitoring and controlling assets in Vietnam, including
sufficient documentation and recording, will enable control
Short and long term consideration to how funds are to within operations, but also enables value to be obtained
repatriated from Vietnam should be planned from the on disposal. Appropriate evidence should be maintained
outset. Acclime can work with investors to determine in Vietnam to confirm ownership of assets, in turn
strategies that minimise trapped capital, utilise loans empowering the entity to later sell these are realise the
for (relatively) unrestricted funds flows into and out of value within.
Vietnam, and develop treasury planning models for annual
dividend payments. EXIT STRATEGY MANAGEMENT

Consideration needs also to placed on operational The exit strategy of any investor into Vietnam is almost
payments, including regional management re-charges, as important as the entry strategy. Unless assets can be
to understand the Foreign Contractor Withholding Taxes realised and investments repatriated, then investments
payable, and how to make these work to an investors’ should be carefully considered.
advantage.
We help investors ensure that their capital structures,
REGULATORY AND COMPLIANCE repatriation strategies, and ability to exit without trapped
funds at an appropriate time in the future are paramount
The future intentions of investors may involve expanded elements to their initial investment consideration and
operations, and these plans may come with additional market entry strategy.
limitations and obligations from a regulatory and
compliance perspective. Understanding constraints and
putting plans in place at early stages will assist in the
future success of the investment.

Vietnam Market Entry Guide 2024 13

9. Restricted Sectors & Strategies

“
Within Vietnam there are sectors in which full or JOINT VENTURES AND LOCAL PARTNERS Not all sectors in Vietnam permit
partial foreign ownership is prohibited or restricted,
or which require additional licensing or permissions Where restrictions exist, or where local partners present 100% foreign ownership, and
before proceeding. Certain Business Lines are opportunities for joint investment, there are important many have particular restrictions
effectively discretionary for approval by authorities, so structural considerations to take on board.
understanding the current approach by the authorities and additional requirements.
is an important element to initial planning. Often strategies include a fully foreign owned local
structure, which in turn becomes an investor or
contractor with the Vietnamese partner, but in a Assisting investors to understand
BUSINESS LINES & RESTRICTIONS manner where IP, assets and knowledge that are and map restrictions, allows us to
brought into country and protected and controlled by
We work with investors to understand their expected the foreign investor. If the local relationship experiences put in place effective strategies to
activities within Vietnam, in order to build a profile of difficulties in the future, then this allows for the foreign manage these constraints and minimise
required Business Lines for their investment license. investment in Vietnam to be protected and to continue
into the future with less risk. investor risk, all within a structure that
Where certain business lines are restricted, or have makes the investor comfortable.

”
additional requirements, we look at alternative Business COMPANY CHARTER STRATEGIES, AND SHAREHOLDER
Lines that may be available without restrictions, or to AGREEMENTS
develop strategies that allow the intended operation
without the certain Business Lines being required. A core protection for foreign investors, particularly Phuong Vo
those undertaking investments with other parties, is to Head of Licensing, Market Entry
Creative structures and Business Line determination understand the options for creative Company Charter and Secretarial Services
can make the difference for an investment. development (i.e., embedding certain rights), and the Acclime Vietnam
limitations and options for shareholder agreements -
STRUCTURES & NOMINEES including the use of offshore structures and agreements
where it can be effective.
Developing structures for investments can be more
challenging when investment restrictions exist, but care Acclime can advise and help develop strategies
should be taken when seeking to use “Nominees” in that protect, and which are effective for particular
Vietnam. There may be ways to work around these, but arrangements.
significant risks exist with Nominee approaches, and
these should be discouraged without due consideration
of the impact and implications.

Vietnam Market Entry Guide 2024 14

 Considering to add conditions according to FTAs that Vietnam is a member
of, whereby the conditions for these Sectors are more preferential than the
WTO Commitments
Examples of Common Investment Sectors and Vietnam’s market access limitations for commercial presence

Under the WTO Commitments

Status on market Using "Foreign corporate
Item Investment Sectors investors" to avoid confusion
access for Additional requirements and in practice
commercial presence with individual investors

1. Management consultancy services Committed

Uncommitted for foreign individual investors. Foreign investors must be from a country that is a WTO
2. General construction work for buildings Committed
Member
Uncommitted for foreign individual investors. Foreign investors must be from a country that is a WTO
3. Building completion and finishing work Committed
Member
Using "Foreign corporate investors" to avoid
Research and development services for
4. Committed confusion with individual investors
natural sciences
5. Food and Beverage (Restaurant) Committed There may be a location evaluation before the restaurant being opened
There may be a location evaluation, with the opinion of the local People’s Committee going with before the
6. Hospitality (Hotels, Motels, etc) Committed
hotel/motel can be approved or opened
Adding conditions: "Foreign company can
• Foreign investment: <100% only do inbound services and domestic
7. Tourism Restricted
• Investment in form of Joint Venture (JV) with a Vietnamese partner travel for inbound tourist as an integral part
of inbound services."
Distribution services, including import and
export (except goods on the list of import
Cigarettes and cigars, books, newspapers and magazines, video records on whatever medium, precious
prohibition and distribution in accordance
8. Committed metals and stones, pharmaceutical products and drugs, explosives, processed oil and crude oil, rice, cane and
to the provisions of Vietnamese laws or not
beet sugar are excluded from the commitments
restricted in international commitments The establishment of outlets for retail services (beyond the
under Treaties which Vietnam is a member) first one) shall be allowed on the basis of an Economic Needs
Test (ENT)
• Foreign investment: <100%
9. Advertising activities Restricted
• Investment form: JV with the Vietnamese partner who is licensed of advertising enterprise
Maritime Passenger • Foreign investment: ≤ 49%
Transportation • Form of investment: JV for the purpose of operating a fleet under the national flag of Viet Nam JV
Passenger
Transportation: Internal waterway • Foreign investment: ≤49% ENT requirements for retail services
10. Passenger Transportation Restricted • Investment form: JV with Vietnamese partner (beyond the first one) is removed for foreign
(except inland
transportation) investors from CPTPP member countries
• Foreign investment: ≤49%
Road Passenger
• Investment form: Business Cooperation Contract (BCC) or JV with Vietnamese partner
Adding Rail transportation Transportation
• 100% drivers in the company are Vietnamese
Per common practice from authorities, this service is permitted for 100% foreign investment
11. Manufacturing services Unspecified
There may be location evaluation before the factory can be operated
Employment Services Activity (Counseling, Foreign investors from CPTPP member countries may
12. Unspecified Rail Transportation: Uncommited
Supply and Recruitment) establish a 100% FOE

13. Human Resources Outsourcing Activities Unspecified

Vietnam Market Entry Guide 2024 15

 Examples of Common Investment Sectors and Vietnam’s market access limitations for commercial presence (con’t..)

Under the WTO Commitments

Item Investment Sectors Status on market

access for Additional requirements and in practice
commercial presence
14. Secondary education services Uncommitted
In case of establishment of registered company for the purpose of operating a fleet under the
national flag of Viet Nam:
• Foreign investment: ≤49%
Restricted • Investment form: JV with Vietnamese partner
Maritime freight transportation • Foreign seafarers may be permitted to work in ships under the national flag of Viet Nam owned
less cabotage by JV in Viet Nam but not exceeding 1/3 of total employees of the ships. The Master or first chief
executive must be Vietnamese citizen
Freight To apply for foreign shipping companies only:
15.
transportation Committed • Foreign investment: 100%
• Type of service: international maritime transportation
Internal waterways freight • Foreign investment: ≤49% Rail transportation:
Restricted Foreign investment: ≤49%
transportation • Investment form: JV with Vietnamese partner
Adding Rail Investment form: JV with Vietnamese
transportation • Foreign investment: ≤ 51% (Subject to the needs of the market) partner
Road freight transportation Restricted • Investment form: JV or BCC with Vietnamese partner
• 100% drivers in the company have to be Vietnamese
Container handling services, except services provided • Foreign investment: ≤ 50%
16. Restricted
at airports • Investment form: JV with Vietnamese partner
Storage and warehouse services (services auxiliary to
17. Committed
all modes of transport)
18. Freight transport agency services Committed
19. E- commerce services Unspecified
Computer and related services (e.g. System analysis
services, Data processing services, Maintenance and
20. Committed
repair services of office machinery and equipment
including computers, etc.)
Real Estate activities (including buying, selling, Under CPTPP, FOE are allowed to do some specific businesses in residential real estate
21. renting, operating and managing residential/non- Unspecified and commercial real estate
residential buildings)
Real Estate Services activity (Real estate brokerage,
22. Real estate trading floors, Real estate counselling, Unspecified
Real Estate management)
Architectural services (Advisory and pre-design
23. architectural services, Architectural design services, Committed Foreign corporate investors must be from a country that is a WTO Member
Contract administration services etc.)

Vietnam Market Entry Guide 2024 16

Reach out to Acclime’s experts
A core element of Acclime’s services is the provision of market entry support to foreign investors – assisting investors to
understand the options, processes and requirements for their Vietnam entry, and then delivering on the structural and
practical elements of this entry.

At Acclime, we have qualified licensing and advisory professionals who are experts in market entry services and are working
with businesses to make this journey as smooth as possible. If your organisation needs any support with any market entry
matters, our experts are ready support with further information on these.

Contact our team of experts for further advice:

RIZWAN KHAN Vlad Savin

Managing Partner Partner
Mobile: +84 (0)83 481 1104 Mobile: +84 (0)839 744 851
Email: [email protected] Email: [email protected]

PHUONG VO
THI LE Head of Licensing, Market Entry
Director - Advisory Services and Secretarial Services
Mobile: +84 (0)913 986 688 Mobile: +84 (0)372 276 485
Email: [email protected] Email: [email protected]

Vietnam Market Entry Guide 2024 17

CONTACT US
If you have any questions regarding this document, please
contact us for clarity, and we look forward to working with
you.

ACCLIME VIETNAM

Ho Chi Minh City:

Level 9, Lim Tower 3,
29A Nguyen Dinh Chieu, District 1

Hanoi:
Unit 504, Level 5, Hanoi Tower,
49 Hai Ba Trung, Hoan Kiem District

Danang:
Level 3, Diamond Time Complex Building,
35 Thai Phien, Hai Chau District

t. +84 (0)28 3535 8200

e. [email protected]
vietnam.acclime.com