Tiếng Việt
中文 (中国)
日本語
Franchising has become increasingly popular in Vietnam due to its potential to rapidly expand brand presence and reduce risks for franchisees. However, not all franchising activities can be freely conducted without franchise registration in Vietnam. Proper registration and legal compliance are essential to ensure franchise agreements are valid and enforceable.
When is franchising registration required?
Under Vietnamese law, franchising activities from overseas into Vietnam, from Vietnam to other countries, or domestically may require registration with the Ministry of Industry and Trade. Specifically, franchising from abroad into Vietnam must be registered before signing any agreement or commencing operations.
For domestic franchising, franchise registration in Vietnam is not mandatory. However, the franchisor must still comply with disclosure obligations, provide complete information to the franchisee, and ensure that the franchise system has been in operation for at least one year before franchising. Failure to comply may result in the contract being deemed invalid or administrative penalties.
Legal procedures and compliance requirements
The franchisor must prepare a dossier including: an application form, a franchise introduction document, a certified copy of the business registration certificate, financial statements, a sample franchise contract, and the franchise operations manual. For foreign franchisors, all documents must be legalized and translated into Vietnamese.
Once the dossier is complete, it can be submitted directly or by post to the Ministry of Industry and Trade. The processing time is typically 5–10 working days. In addition to registration, franchisors must comply with obligations such as disclosing accurate information, providing initial training to franchisees, and supervising operations to maintain brand consistency, product/service quality, and customer experience.
Franchise agreements and protecting the parties involved
A franchise agreement must be made in writing and clearly define the rights and obligations of each party, the scope of trademark use, technology transfer processes, termination conditions, and dispute resolution methods. All terms must be transparent and consistent with Vietnam’s Commercial Law and other relevant sectoral regulations.
To minimize risks, both parties should seek legal advice before signing and throughout the performance of the contract. Additionally, franchisors should pay close attention to protecting intellectual property rights—especially by registering trademarks in Vietnam prior to launching franchise operations to avoid potential disputes.
Vietnam franchise registration offers significant business potential, but it also comes with legal obligations. Understanding and fully complying with Vietnam’s regulatory framework is a critical foundation for building a successful and sustainable franchise model in the country.
You can find the other related articles to Franchise in Vietnam as follows:
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top tier Franchise law firm in Vietnam. If you need any advice, please contact us for further information or collaboration.
