Vietnam has been a member of the WIPO since 1976, and has signed several treaties related to intellectual property (IP) including the Bern, Brussels, and Paris conventions, the Madrid Agreement and Protocol, and the Patent Cooperation Treaty. In 2005, Vietnam adopted the first Law on Intellectual Property to meet the requirements of the WTO's TRIPS Agreement and its bilateral trade agreement with the US. However, deficiencies in the legal framework for effective management and enforcement of intellectual property rights (IPRs) were identified in the following years. As a result, the law has undergone several revisions in 2009, 2019 and most recently 2022 to ensure consistency with the other laws and meet the Vietnam's commitments certain international treaties such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the European Union–Vietnam Free Trade Agreement (EVFTA). 

On 15 May 2023, the Government of Vietnam issued the long-awaited National Power Development Plan for 2021 – 2030, with a vision to 2050 ("PDP8") after multiple drafts and revisions. While PDP8 provides a master plan and lays the foundation for implementing the country's electricity development projects, including renewable energy, there is still a long way to go in providing further implementation guidance.

In June 2018, Vietnam introduced a new Competition Law, which came into effect in July 2019, bringing about significant changes to the country’s merger control regime. This guide prepared by FiinGroup and Indochine Counsel offers a succinct overview of Vietnam’s M&A market data, complemented by an in-depth examination of the broad reporting requirements for M&A transactions, formally termed as “economic concentration” transactions in the legislation. 

Over the last 30 years, Vietnam has transitioned from a command economy to one with strong market features. After Doi Moi 1986 (Renovation Policy) - a key aim of which was to open Vietnam to foreign investment), Vietnam has participated in a series of international organizations such as the ASEAN and the WTO. It also signed various FTAs. This has led to a new Vietnam in terms of opening the business environment.

The estimated revenue from e-commerce in Vietnam in 2021 was about US$13.7 billion, increasing 16% in comparison with 2020, and accounting for 6.5% of the country’s total revenue from retail industries. Much of the e-commerce market in Vietnam is now dominated by foreign invested or cross-border companies. This is seen in the fact that three of the four largest e-commerce trading floors in Vietnam are majority owned by foreign shareholders. 

In recent years, the mining and mineral processing industry has played an important role in Vietnam’s industrialization and modernization process. But minerals are a finite resource. Vietnam understands that efficient mineral extraction is essential and will require advanced mining technologies available from developed countries to access increasingly difficult to reach mineral stores.

The newly enacted 2020 Investment Law together with Decree No. 02/2022/ND-CP guiding the 2014 Real Estate Business Law have substantially changed the legal framework for foreign investors conducting real estate business in Vietnam. Based on these recent pieces of legislation, this Property Development Legal Guide provides a panorama overview of the regulations in the real estate sector in Vietnam. The guide covers some crucial points for foreign investors wishing to develop real estate projects in Vietnam, such as how to handle foreign investors in the project company, market access conditions for foreign investors in the real estate sector, investment forms and the applicable ownership restrictions. It also provides for the licensing procedures for developing a real estate project in Vietnam.

Under the Vietnam State’s policy on science and technology, the technology transfer is considered a priority matter for accessing advanced and high technologies. The importation of advanced, clean and high technologies, and prevention of the inbound transfer of outdated and hazardous technologies is a crucial policy of the state for innovation and development of key and competitive industries. The first effort to build this process was in the 1998 Ordinance on Technology Transfer where tax incentives were provided to inbound investment projects for the purpose of encouraging the importation of new technologies.

Corporate governance has become a vital topic all around the world, especially due to the extreme impact of the Covid-19 Pandemic during the past two years. It’s increased visibility is also due to the increased commitment of corporations to ESG (Environment, Social and Governance) matters.

Information and data have become a precious “resource” in every aspect of contemporary life. From business know-how and trade secrets to customer information and personal data, the possession of valuable information brings advantages to those who possess it. This has led to the massive, frequent and widespread dissemination of such information.

Under the Commercial Law and Decree 07, a foreign business entity duly established and operating for at least five (5) years under the laws of the country of its head office may apply for the establishment of a Branch Office in Vietnam. The foreign business entity is entitled to establish a Branch Office in any province. The number of Branch Offices in Vietnam of the foreign business entity is unlimited. However, if the foreign business entity has two or more Branch Offices located within a province in Vietnam, such Branch Offices’ names must not be duplicated.

Under the Commercial Law and Decree 07, a foreign business entity duly established and operating for at least one (1) year under the laws of the country of its head office may apply for the establishment of a Rep Office in Vietnam. The foreign business entity is entitled to establish the Rep Office in any province in Vietnam. The number of Rep Offices in Vietnam of a foreign business entity is unlimited.

The structure of land ownership in Vietnam is different from the structure in most countries. In Vietnam, land belongs collectively to the people. Private ownership of land is not allowed and the State / Government holds all ownership powers as the one managing it. However, the laws of Vietnam recognize ownership deriving from holding land use rights (the “LUR”), which are similar to having ownership rights.

Most local enterprises and FIEs in Vietnam raise capital through hybrid financing (equity financing and debt financing). As part of this scheme, loan capital raised from internal entities (e.g. parent company, shareholders, investors) and/or external entities (e.g. credit institutions, banks, company’s partners) plays an important role in financing a business’s operation and growth. In practice, it is common for enterprises to mobilize loan capital via cross-border lending transactions from offshore entities.

Despite various difficulties and challenges from the coronavirus (COVID-19) pandemic, Vietnam has maintained its position as a credible and attractive investment destination for foreign investors, in part because of its abundant labor resources, a stable socio-political situation, infrastructure for manufacturing and circulation, and numerous investment incentives. Even with the COVID-19 pandemic, the Ministry of Industry and Trade (MOIT) has recently announced that the total foreign direct investment (FDI) in the last nine months of 2021 reached US$22.15 billion, an increase of 4.4% over the same period last year.

Employment relationships in Vietnam are governed by the 2019 Labour Code, which took effect as 1 January 2021 (the “Labour Code”), and its guiding regulations. In comparison to some other countries in the region, the position of employees is well protected. Vietnamese labour law is mandatory in a one-sided way: Employers and employees may not agree on terms that are less favourable to the employee than the conditions set out in labour legislation. They may, however, agree on terms that are more favourable.