Foreign Investment & Market Entry

Vietnam is one of the most dynamic FDI destinations in the region, but it is also a market where an investor’s success depends heavily on the initial legal decisions: selecting the right form of presence, properly structuring capital flows, and accurately anticipating market access conditions under international commitments and sector-specific laws. An inappropriate structure at the market entry stage may become the greatest cost over the entire investment lifecycle.

HM&P advises multinational corporations, enterprises and foreign investors throughout their entire investment journey in Vietnam: from legal feasibility assessments prior to an investment decision, establishment of commercial presence and licensing, through to expansion, restructuring and exit. We have extensive experience in conditional business sectors and projects requiring coordination among multiple licensing authorities, where practical understanding of how Vietnamese regulatory authorities operate is as important as the written law itself.

Our Approach

We do not begin with procedures, but with the client’s business plan. On that basis, HM&P determines the applicable market access conditions under the Law on Investment, Vietnam’s WTO Schedule of Commitments, new-generation FTAs and sector-specific laws; designs an investment structure that balances legal and tax efficiency with flexibility for subsequent stages of development; and develops a realistic licensing roadmap in terms of timing and documentation. The objective is to enable investors to enter the market quickly and correctly, without having to “rebuild the foundations” when expanding their operations.

As Vietnam transitions towards attracting a new generation of FDI through selective incentive policies based on industry and project quality, we also advise clients on how to position their projects to maximise access to available investment incentives and support mechanisms.

Scope of Services

• Legal feasibility studies and pre-investment assessment of market entry conditions;
• Investment conditions, foreign ownership limits and conditional business sectors;
• Selection of the appropriate form of presence and design of investment structures, including holding structures and multi-tier investment structures;
• Establishment of foreign-invested enterprises, representative offices, branches and other forms of commercial presence;
• Application for and amendment of Investment Registration Certificates (IRCs), Enterprise Registration Certificates (ERCs) and sector-specific licences;
• Investment under BCCs, joint ventures and other forms of investment cooperation;
• Investment incentives, project implementation and legal matters concerning land, construction and employment during the establishment stage;
• Business expansion, including capital increases, addition of project objectives and amendments to investment projects;
• Ongoing legal compliance, including investment reporting, foreign exchange control, foreign labour and other periodic obligations;
• Restructuring, capital transfers and exits by foreign investors.