Legal Services
Investment Advisory &
Legal Services for
Foreign Investors in Vietnam
End-to-end legal support for domestic and foreign investors – from market entry and transaction structuring, through M&A execution, to post-investment legal compliance in Vietnam.
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Multilingual Advisory
Vietnam’s investment environment is evolving rapidly – regulations on foreign ownership, market access conditions, tax incentives and compliance requirements are continuously updated. First Counsel provides specialist investment legal advisory, advising directly in English and Mandarin Chinese, helping investors make decisions quickly, accurately and with confidence.
Foreign Direct Investment (FDI)
Mergers & Acquisitions (M&A)
Legal Services for Foreign Investors
Foreign Direct Investment
Entering the Vietnamese market the right way
Investment Structure AdvisoryAdvising on the optimal legal structure for your investment – 100% foreign-owned company, joint venture, representative office or branch – tailored to your objectives and industry sector.
Investment Registration Certificate (IRC)Preparing the complete application, liaising with the competent licensing authority and managing the IRC process from start to approved certificate.
Enterprise Registration Certificate (ERC)Completing company incorporation formalities, tax registration and sub-licences required for your specific business activities.
Investment Incentives & Tax AdvisoryAdvising on applicable corporate income tax incentives, land rental exemptions and sector-specific or location-specific investment support policies.
Capital Contribution & Foreign ExchangeAdvising on compliance with regulations governing capital remittance into Vietnam, foreign currency capital contributions and profit repatriation.
Post-Investment Operational SupportOngoing legal assistance after incorporation – licence amendments, business scope expansions, corporate restructuring and regulatory compliance updates.
Mergers & Acquisitions
Advising at every stage of the transaction
01
Legal Due Diligence
A comprehensive review of the target’s legal position – ownership structure, material contracts, potential liabilities, employment compliance and tax status – producing a detailed DD report to inform negotiation strategy and deal pricing.
02
Transaction Structuring
Advising on the optimal legal structure for the deal – share acquisition, asset purchase or statutory merger – balancing commercial objectives, tax efficiency and regulatory approval requirements.
03
Negotiation & Transaction Documentation
Leading negotiations and drafting all transaction documents – Term Sheet, Share Purchase Agreement (SPA), Shareholders’ Agreement (SHA), Disclosure Letter – ensuring your interests are protected in every clause.
04
Regulatory Approval & Closing
Obtaining all required regulatory approvals and completing all legal formalities to close the transaction on time and on the agreed terms.
05
Post-M&A Integration
Legal support through the post-acquisition integration process – charter amendments, HR restructuring, contract novation and harmonising regulatory compliance across the combined entities.
For Foreign Investors
Why choose First Counsel
Direct Advisory in English & Mandarin
No language barriers in legal advice, contract drafting or liaison with Vietnamese government authorities – saving time and eliminating costly misunderstandings.
In-depth Knowledge of Vietnamese Investment Law
Continuously updated on changes to the Law on Investment, the Law on Enterprises and sector-specific regulations – advice grounded in how the law is actually applied, not just what it says.
A Trusted Long-term Partner
We do not just support your market entry – we are with you throughout the entire investment lifecycle: from establishment and operations through expansion and eventual exit.
Sectors
Experience across multiple industries
Technology & Fintech
Manufacturing & Industry
Real Estate
Trading & Distribution
Education & Training
Healthcare & Pharmaceuticals
Logistics & Transportation
Agriculture & Food
How We Work
From concept to full operations
1
Investment Strategy Advisory
Assessing objectives, sector and selecting the optimal legal structure.
2
Legal Due Diligence
Comprehensive DD before any investment decision or M&A transaction.
3
Licensing & Incorporation
IRC, ERC and all sector-specific sub-licences required.
4
Negotiation & Execution
Drafting and negotiating all transaction documentation.
5
Operational Legal Support
Ongoing legal retainer services once your business is operational.
Planning to invest
in Vietnam?
Free initial consultation in English or Mandarin – response within 24 business hours.
