Registering A Franchise In Vietnam (2026 Updated Guide)

Introduction

Vietnam’s rapidly expanding consumer market, growing middle class, and increasing openness to international brands have made franchising one of the most attractive business models for both domestic and foreign investors. From global food chains to education services and retail systems, franchising allows businesses to scale efficiently while leveraging local expertise.

The legal framework governing franchising in Vietnam is well-established and continues to evolve to align with international practices. The primary regulations include the Law on Commerce 2005, which first introduced franchising into Vietnamese law, and Decree No. 35/2006/ND-CP, as amended by Decree No. 120/2011/ND-CP and more recently by Decree No. 08/2018/ND-CP. These are supplemented by Circular No. 09/2006/TT-BTM (as amended), issued by the Ministry of Industry and Trade (MOIT), which provides detailed guidance on franchise registration procedures.

This article provides a comprehensive, up-to-date guide on how to register a franchise in Vietnam, covering legal concepts, procedures, documentation, compliance obligations, and practical considerations for investors in 2026.

Concept of Franchising

Under Vietnamese law, franchising is defined as a commercial activity whereby a franchisor permits and requires a franchisee to conduct the purchase and sale of goods or provision of services according to a business model determined by the franchisor. This includes the use of trademarks, trade names, business know-how, slogans, and operational systems.

The franchisee operates independently but must comply with the franchisor’s system standards and is subject to supervision and control to ensure uniformity across the brand.

Franchising is widely used in sectors such as food and beverage, retail, education, fitness, and services, making it a flexible and scalable entry strategy into the Vietnamese market.

Concept of Franchising Rights

Franchising rights refer to the bundle of intellectual property and commercial rights granted by the franchisor to the franchisee. These rights typically include the use of trademarks, logos, proprietary systems, operational manuals, and business processes.

In Vietnam, these rights must be clearly defined in the franchise agreement and must comply with intellectual property laws. The franchisor must also ensure that it has the legal right to grant such rights, particularly in the case of sub-franchising or master franchise arrangements.

Rights and Obligations of Franchising Parties

Franchisor

The franchisor has several key rights under Vietnamese law. It has the right to receive franchise fees and other agreed payments, to organize advertising for the franchise system, and to inspect and supervise the franchisee’s operations to ensure compliance with the brand standards.

At the same time, the franchisor has important obligations. It must provide a franchise disclosure document, which includes detailed information about the business model, financial performance, and legal status. This document must be provided to the franchisee at least 15 working days before signing the agreement.

The franchisor is also required to provide initial training and ongoing support to the franchisee. Additionally, it must ensure that intellectual property rights related to the franchise are properly registered and protected in Vietnam.

Franchisee

The franchisee has the right to request full disclosure of relevant information from the franchisor and to receive technical and operational support throughout the term of the agreement.

In return, the franchisee must comply with the franchisor’s system, maintain confidentiality of trade secrets, and pay all agreed fees on time. It must also allow the franchisor to monitor its operations and ensure that quality standards are consistently maintained.

Commercial Franchise Agreement

Content of the Commercial Franchise Agreement

The franchise agreement is the central legal document governing the relationship between the franchisor and franchisee. Vietnamese law requires that the agreement include specific contents such as the scope of franchising rights, rights and obligations of the parties, franchise fees, payment methods, duration of the agreement, renewal conditions, termination clauses, and dispute resolution mechanisms.

The agreement must also clearly define intellectual property usage, training obligations, operational standards, and territorial rights.

Language of the Commercial Franchise Agreement

Vietnamese law does not strictly require that franchise agreements be in Vietnamese. However, for registration purposes and enforcement in Vietnam, a Vietnamese version is typically required or strongly recommended.

In practice, bilingual agreements (Vietnamese and English) are commonly used, especially in transactions involving foreign franchisors. In case of discrepancies, the Vietnamese version is often given priority in legal proceedings.

Term of the Commercial Franchise Agreement

There is no statutory minimum or maximum term for franchise agreements in Vietnam. The duration is determined by mutual agreement between the parties.

However, the term should be commercially reasonable and aligned with the nature of the business. Many franchise agreements range from five to ten years, with options for renewal.

Required Procedures for Franchise Registration

Prepare the Franchise Registration Dossier

Before commencing franchising activities in Vietnam, particularly for foreign franchisors, a registration dossier must be prepared. This includes legal documents, financial statements, and a detailed description of the franchise system.

Submit the Dossier to the Ministry of Industry and Trade (MOIT)

Foreign franchisors must register their franchise activities with the Ministry of Industry and Trade. Domestic franchisors, on the other hand, are generally not required to register but must comply with disclosure obligations.

The dossier is submitted either directly or through an authorized representative.

Verification and Approval Process

Upon receipt of the dossier, the MOIT reviews the application to ensure compliance with legal requirements. The authority may request additional documents or clarifications if necessary.

The review process typically takes approximately 5 working days from the date of receiving a complete and valid dossier, although this timeline may vary in practice.

Receive the Certificate of Franchise Registration

Once the application is approved, the franchisor will receive a notification confirming that its franchise activities have been registered. This effectively allows the franchisor to legally operate and grant franchises in Vietnam.

Implement Post-Registration Obligations

After registration, franchisors must comply with ongoing obligations, including updating any changes to the registered information and maintaining compliance with reporting and disclosure requirements.

Key Documents Required for Franchise Registration

The franchise registration dossier typically includes an application form, a copy of the business registration certificate of the franchisor, audited financial statements for the most recent year, and a description of the franchise system.

Additionally, the franchisor must provide a franchise disclosure document and copies of intellectual property registration certificates (such as trademarks).

For foreign documents, consular legalization and notarized translation into Vietnamese are generally required.

Penalties for Failed Registration

Failure to comply with franchise registration requirements can result in administrative penalties under Vietnamese law. These may include fines, suspension of business activities, or even revocation of the right to operate in serious cases.

Engaging in franchising without proper registration, where required, may also lead to contractual disputes and difficulties in enforcing franchise agreements.

Consular Legalization and Translation

Foreign documents used in franchise registration must undergo consular legalization to be recognized in Vietnam. This process confirms the authenticity of documents issued abroad.

After legalization, the documents must be translated into Vietnamese and notarized. This is a critical step to ensure that the documents are legally valid and acceptable to Vietnamese authorities.

Legal Considerations for Franchise Setup in Vietnam

Investors must carefully consider several legal aspects when establishing a franchise in Vietnam. Intellectual property protection is paramount, as trademarks and brand identity are central to franchising.

Compliance with competition laws is also important, particularly in relation to exclusivity clauses and pricing policies. Additionally, foreign exchange regulations may affect the payment of franchise fees from Vietnam to overseas franchisors.

Another important consideration is tax compliance. Franchise fees may be subject to withholding tax, value-added tax, and corporate income tax, depending on the structure of the transaction.

FAQs

Do Foreign Franchisors Need to Register Before Franchising in Vietnam?

Yes, foreign franchisors are required to register their franchise activities with the Ministry of Industry and Trade before granting franchises in Vietnam. This is a mandatory requirement under current regulations.

Can a Franchise Agreement Be Governed by Foreign Law?

Vietnamese law allows parties to choose foreign law as the governing law of the franchise agreement, provided that such choice does not contravene fundamental principles of Vietnamese law.

However, in practice, certain aspects of the agreement may still be subject to mandatory provisions of Vietnamese law, especially those related to commercial activities conducted within Vietnam.

Are Franchise Fees Subject to Taxes in Vietnam?

Yes, franchise fees are generally subject to taxation in Vietnam. This may include withholding tax (for payments to foreign franchisors), value-added tax, and corporate income tax.

The exact tax treatment depends on the structure of the transaction and applicable double taxation agreements, if any.

Can a Franchise Be Sub-Franchised in Vietnam?

Yes, sub-franchising is permitted in Vietnam, provided that the franchisor has explicitly granted this right to the master franchisee.

The sub-franchise arrangement must also comply with Vietnamese legal requirements, including registration obligations where applicable.

Conclusion

Franchising in Vietnam presents a compelling opportunity for businesses seeking rapid expansion in a high-growth market. With a clear legal framework, increasing consumer demand, and strong economic fundamentals, Vietnam continues to attract both international and domestic franchise brands.

However, successful franchise setup requires careful attention to legal compliance, documentation, and regulatory procedures. From registration with the Ministry of Industry and Trade to drafting a robust franchise agreement, each step plays a critical role in ensuring a smooth and legally sound operation.

By understanding and adhering to Vietnam’s franchising regulations, investors can unlock significant growth potential while minimizing legal risks in this promising market.