ENG

Vietnam

Franchise regulation

The Commercial Law governs franchising and implements legal regulations.

Pre-contractual disclosure requirements

The franchisor must provide the proposed franchisee with (i) a copy of the franchise agreement form and (ii) a franchise disclosure document, at least 15 business days before the date that the franchise agreement is signed.

The franchise disclosure document should include the requirement to provide the following information:

  • General information on the franchisor and its experience with the franchise;
  • Initial costs to be paid by the franchisee and other financial obligations of the franchisee;
  • Rights and obligations of the franchisor;
  • Description of the franchise system; and
  • Description of the IP rights and details of trademarks to be used for the franchise in Vietnam.

Registration

There is no requirement for domestic franchisors to register their franchise activities, but they must notify their local Department of Industry and Trade of their activities.

Foreign franchisors in any business sector must register their franchising activities with the Ministry of Industry and Trade (MOIT) before conducting franchising activities in Vietnam. The franchisor must submit an annual update file to MOIT every year before 15 January. Updates usually relate to FDD or financial statement changes.

The franchisor must also provide certified copies of trademark registration certificates for trademarks to be franchised in Vietnam.

Other issues

The franchise agreement must be in Vietnamese (in addition to the foreign language version).

Most documents filed for registration must be notarized and legalized overseas.

If the agreement is governed by Vietnamese law, it must have the following details:

  • Content of franchised rights;
  • Franchisor’s rights and obligations;
  • Franchisee’s rights and obligations;
  • Price, franchise fee and payment mode;
  • Valid term; and
  • Renewal and termination of the contract and settlement of dispute.

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