Foreign Direct Investment (FDI) Advisory in Vietnam

Vietnam has consistently ranked for many years as one of the most attractive destinations for foreign direct investment in the region. However, to bring an investment project to fruition, foreign investors must navigate a range of legal requirements: market access conditions, Vietnam’s international commitments, multi-layered licensing procedures, and compliance obligations that arise throughout the entire lifecycle of the project. CBI accompanies investors throughout that entire lifecycle — from the research and due diligence phase, through licensing and operations, to restructuring or divestment.

CBI has advised investors across a wide range of industries and sectors, including construction, infrastructure, manufacturing, import and export, goods distribution, and trade. We do not merely identify legal risks — we propose concrete and actionable solutions that enable investors to proactively prevent and manage risks, while optimising costs and shortening project implementation timeframes.

Scope of Services

Pre-Investment Phase

• Review of market access conditions applicable to the intended investment sector, based on Vietnamese law and the international commitments to which Vietnam is a party (WTO, CPTPP, EVFTA, etc.). On that basis, we propose viable alternatives where a sector is restricted or has not yet been committed to market opening.
• Advisory on the selection of the appropriate investment form: establishment of a new business organisation, capital contribution, share acquisition, purchase of equity interests, or investment under a Business Cooperation Contract (BCC).
• Advisory on investment structuring, including the choice of enterprise type, corporate governance structure, ownership ratios, methods and schedule of capital contribution, profit distribution mechanisms, and the allocation of obligations among investors.
• Advisory on the selection of the project location (industrial zone, economic zone, or outside such zones), together with legal review of land, zoning, and site-related matters.
• Advisory on the conditions for accessing investment incentives and support measures, as well as the applicable processes and procedures for obtaining such incentives.

Licensing and Establishment Phase

• Preparation of application dossiers and conduct of procedures for obtaining approval of the investment policy (where required).
• Preparation of application dossiers and conduct of procedures for the issuance of the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
• Conduct of procedures for registering capital contributions, share acquisitions, and purchases of equity interests by foreign investors in business organisations in Vietnam.
• Advisory on and conduct of procedures for obtaining sector-specific business licences and eligibility certificates, such as licences for trading activities involving the purchase and sale of goods and activities directly related thereto.
• Advisory on the opening and use of direct investment capital accounts in accordance with foreign exchange management regulations.

Transaction Drafting and Negotiation

• Drafting, review, and negotiation of joint venture agreements, shareholders’ agreements, capital contribution agreements, share or equity interest purchase agreements, BCCs, and enterprise charters.
• Secondment of lawyers or legal specialists to represent investors in negotiations and in liaising with domestic counterparts and competent state authorities throughout the project implementation process.

Project Operation Phase

• Conduct of procedures for amending the Investment Registration Certificate, including increases or decreases in capital, adjustments to the project schedule, objectives, and scale, and changes of investor.
• Periodic compliance advisory: investment reporting regime, information disclosure obligations, labour law, and work permits for foreign employees.

Mergers, Acquisitions, and Restructuring

• Legal due diligence on target enterprises and investment projects.
• Advisory on transaction structuring, preparation of application dossiers, and conduct of procedures for mergers and acquisitions (M&A) of enterprises in Vietnam, including assessment of the obligation to notify economic concentration under competition law.
• Advisory on and conduct of procedures for the transfer of investment projects, suspension, termination, dissolution, or divestment.