Lexsol Law Firm

FDI enterprises engaging in retail business in Vietnam are subject to strict regulatory control over business conditions, scope of operations, and licensing mechanisms under specialized laws. Correctly determining the retail business model, foreign-invested capital structure, and applicable licenses is decisive for the legality of the entire business operation.

Compulsory social insurance has been expanded to cover non-salaried enterprise managers effective July 1, 2025 - a legal change that directly affects the personnel structure and finances of thousands of enterprises in Vietnam. This regulation applies regardless of whether the enterprise manager receives any remuneration, as stipulated in the Law on Social Insurance 2024, specifically as follows.

For foreign-invested enterprises (FDIs), the repatriation of profits abroad is a lawful and recurring activity. However, this process is subject to strict regulation under Vietnamese law, particularly in relation to taxation and foreign exchange control. Failure to comply with applicable regulations may expose enterprises to various risks, including refusal of transactions by banks, administrative penalties, or unexpected tax liabilities.

A Will is a legal document expressing an individual's intent regarding the disposition of their assets to others after their demise. Therefore, prior to drafting a Will, the testator must pay particular attention to the conditions ensuring its legal validity. This ensures that the contents are executed in accordance with the testator’s wishes while mitigating potential disputes and legal risks in the future.

Over the past years, Vietnam has attracted substantial foreign investment thanks to its stable business environment and competitive costs. However, in practice, not all projects achieve their expected outcomes. In such cases, foreign-invested enterprises (FDI) may need to consider exiting the market by terminating their investment projects. It is important to note that “closing a project” is not merely about ceasing business operations. It involves a series of legal obligations across multiple regulatory authorities. If not handled properly, the process may be prolonged or expose the enterprise to unforeseen legal risks.

From April 3, 2026, pursuant to Article 18 of Decree No. 103/2026/ND-CP, the Government officially allows certain outbound investment projects to be exempt from the requirement to obtain an Outward Investment Registration Certificate. This marks a significant shift in investment management policy, reflecting the Government’s direction toward administrative reform and encouraging Vietnamese enterprises to expand into international markets. Notably, this regulation not only impacts domestic enterprises but also carries particular significance for foreign-invested enterprises (FDI) in Vietnam, especially as many multinational groups are using Vietnam as an operating hub to deploy regional investment activities. However, to effectively leverage this opportunity, investors must clearly understand the scope of application, accompanying conditions, and practical risks during implementation.

The advertising, media, and marketing market in Vietnam involves both domestic enterprises and FDI enterprises; however, these two groups are not governed under the same legal framework. Foreign investors must satisfy additional market access conditions before being permitted to conduct advertising business activities in Vietnam.

Improper capital contribution and non-compliant capital transfer structures are common legal risks in foreign-invested enterprises in Vietnam, particularly in nominee arrangements. In many cases, investors proceed with capital transfers without actual payment or fail to use a Direct Investment Capital Account (DICA), while still updating the Enterprise Registration Certificate (ERC) to reflect new ownership. As Vietnam continues to strengthen its foreign exchange control regime and enforce greater transparency over investment capital flows, such practices may lead to regulatory violations, misrepresentation risks, and serious operational consequences, including restrictions on profit remittance, capital increases, and future transactions. This article provides a legal analysis of the applicable regulations, highlights key risks, and outlines practical solutions to help FDI enterprises identify and address these issues effectively.