Franchising into Vietnam: Conditions and Registration

Franchising is a common way for foreign brands — food, retail, services — to expand into Vietnam without operating directly. Vietnamese law has a dedicated framework for it.

Legal framework

Franchising is governed by the Commercial Law 2005 and Decree 35/2006. The franchisor grants the franchisee the right to use its brand, business model and know-how in exchange for fees and system-wide quality control.

Conditions and registration

The core condition: the business system to be franchised must have operated for at least one year. For franchising from abroad into Vietnam, the franchisor must register its franchising activity with the Ministry of Industry and Trade (MOIT) before proceeding. Domestic franchising now largely runs on a notification/exemption basis depending on the case.

Contract and trademark

The franchise agreement should set out territory, initial and ongoing fees, operating standards, training, term and termination. Before franchising, register your trademark in Vietnam — because Vietnam is first-to-file, an unregistered brand is easily captured by others. See trademark registration for foreign companies.

Frequently asked questions

Does franchising from abroad into Vietnam require registration?

Yes. A foreign franchisor must register its franchising activity with the MOIT before rolling out.

Is there an operating-history requirement?

The business system to be franchised must have operated for at least one year.

Should I register the trademark first?

Strongly advisable. Vietnam is first-to-file, so register the trademark early to avoid losing it.

How LTV Law helps

LTV Law advises on franchise structure, MOIT registration, drafting the agreement and protecting the trademark for foreign franchisors. Contact our team.

This article is for general information only and does not constitute legal advice.