In an increasingly expansive and diversified economic market, understanding and protecting investors’ lawful rights has become a crucial factor to ensure the safety and effectiveness of every investment transaction. So, how is consultancy on investor rights regulated under current laws? Let’s explore this topic with NPLaw in the following article.

I. Current demand for consultancy on investor rights

As Vietnam’s economy continues to deepen its international integration, the investment market has become increasingly dynamic, offering both abundant opportunities and considerable risks. Financial, real estate, securities, and capital contribution activities expose investors to potential legal risks if they lack proper legal advice.

Legal consultancy not only helps investors understand their rights and obligations but also enables them to identify potential risks such as contractual disputes, unlawful transfers, tax violations, or investment fraud. Moreover, transactions with foreign elements require the guidance of legal experts to ensure compliance with both domestic and international regulations.

II. Legal regulations concerning consultancy on investor rights

1. What is consultancy on investor rights?

Consultancy on investor rights refers to an activity of providing information, explanations, and guidance to help investors understand their legal rights during the investment process. These rights include ownership rights, asset protection, fair treatment, withdrawal and profit distribution rights, and the right to initiate legal action in cases where their legitimate interests are infringed.

2. What does consultancy on investor rights typically include?

Consultancy on investor rights encompasses a broad range of legal issues depending on the investment type, stage, and the investor’s specific needs. Common areas of legal advice concerning investor rights include:

  • Selecting appropriate forms of investment;
  • Assessing legal risks and benefits for each investment type (projects, capital contributions, share acquisitions, etc.);
  • Implementing legal procedures related to investment projects;
  • Conducting legal due diligence and assessment of projects and investment partners;
  • Consulting, drafting, and reviewing contracts, agreements, and investment documents;
  • Advising on the rights and obligations of involved parties;
  • Fulfilling tax obligations arising from investments;
  • Obtaining dispute resolution mechanisms.

These areas of consultation provide investors with a clearer legal perspective, allowing them to make informed decisions and safeguard their interests effectively. 

3. How does the law regulate the responsibilities and limitations of organizations providing consultancy on investor rights?

Currently, the responsibilities and limitations of entities providing investor rights consulting are governed by the laws applicable to different consulting service providers.

For lawyers and law-practicing organizations, when providing consultation, lawyers must assist clients in complying with the law and protecting their legitimate rights and interests (Clause 2, Article 28 of the Law on Lawyers 2006, amended and supplemented in 2012). Lawyers must also adhere to the principles of legal practice set out in Article 5 of the same Law, which include:

  • Compliance with the Constitution and laws;
  • Adherence to the Code of Ethics and Professional Conduct for Vietnamese Lawyers (currently the Code promulgated under Decision No. 201/QĐ-HĐLSTQ dated 13 December 2019 of the National Bar Association);
  • Independence, honesty, and respect for objective truth;
  • Using lawful measures to best protect clients’ legitimate rights and interests;
  • Accountability before the law for professional conduct.

Furthermore, lawyers must not engage in prohibited acts as specified in Clause 1, Article 9 of the Law on Lawyers 2006, amended and supplemented in 2012.

For Vietnamese organizations and individuals providing consulting services, Article 7 of Decree No. 87/2002/NĐ-CP stipulates the following professional principles:

  • Compliance with the law;
  • Legal responsibility for all professional activities;
  • Adherence to professional ethics;
  • Ensuring independence, honesty, objectivity, and scientific integrity in consulting activities;
  • Maintaining confidentiality of information obtained from clients, unless otherwise agreed by the client or required by law.

Investors are therefore advised to engage consulting entities with clear legal status, proven expertise, and good reputation to ensure their interests are optimally protected.

III. Questions regarding consultancy on investor rights

1. Which forms of investment require consultancy on investor rights prior to implementation?

According to Article 21 of the Law on Investment 2020, current forms of investment include:

  • Establishment of economic organizations;
  • Capital contribution, share purchase, or equity acquisition;
  • Implementation of investment projects;
  • Investment under business cooperation contracts (BCC);
  • Other forms of investment or new economic organizations as prescribed by the Government.

Each form carries its own legal and financial risks. Therefore, obtaining legal consultation on investor rights before engaging in any investment activity is essential to ensure investors fully understand their rights and obligations.

2. How should disputes regarding consultancy on investor rights be resolved?

When disputes arise in connection with investor rights consulting activities, the following resolution methods may be applied:

  • Negotiation and mediation: The disputing parties should proactively meet to discuss and reach a mutually agreeable solution, possibly with the assistance of a neutral intermediary.
  • Commercial arbitration: If the consulting service contract between the investor and the consulting organization includes an arbitration clause, the parties may refer the dispute to a Commercial Arbitration Center in accordance with the Law on Commercial Arbitration 2010.
  • Litigation before competent People’s Courts: The parties may file a lawsuit seeking compensation or protection of their rights under the Civil Procedure Code 2015, as amended and supplemented in 2025.

3. Are there specific legal documents governing the content of consultancy on investor rights?

Investment consulting activities are regulated by various legal instruments concerning investment, contract law, and legal consultancy, including:

  • The Civil Code 2015 (regulations on service contracts and liability for damages);
  • The Law on Investment 2020, as amended and supplemented in 2025 (provisions governing investment activities);
  • The Law on Lawyers 2006, amended in 2012 (regulations on lawyers’ legal consulting services);
  • Decree No. 87/2002/NĐ-CP on the provision and use of consulting services;
  • Other relevant decrees, circulars, and guiding documents.

Consulting organizations specializing in investor rights will base their advice on these legal provisions, combined with practical experience and market knowledge, to develop tailored consulting content suitable for each client’s specific case.

4. Are law offices authorized to provide consultancy services on investor rights?

Article 3 of the Law on Lawyers 2006, amended in 2012, stipulates that legal services provided by lawyers include participation in proceedings, legal consultancy, non-litigation representation, and other legal services. 

Under Article 28 of the same Law:

  • Legal consultancy is defined as the activity whereby a lawyer provides guidance, opinions, and assistance in drafting documents related to the exercise of clients’ rights and obligations.
  • Lawyers may provide legal consultation in all areas of law.
  • Lawyers must assist clients in complying with legal requirements to protect their legitimate rights and interests.

In addition, Clause 1, Article 32 of the Law recognizes law-practicing forms including law offices and law firms.

Accordingly, law offices are legally entitled to provide legal consulting services, including consulting on investor rights. This constitutes one of the recognized professional activities of lawyers under Vietnamese law. 

5. Does consultancy on investor rights apply to capital contribution or share purchase investments?

Pursuant to Clause 2, Article 21 of the Law on Investment 2020, capital contribution, share purchase, and equity acquisition are recognized and protected forms of investment under Vietnamese law. The law does not prohibit or restrict investors from seeking legal advice when undertaking such investments. On the contrary, obtaining professional legal consultancy is strongly encouraged to ensure investment safety and maximize efficiency.

In summary, seeking advice from legal professionals is a voluntary yet highly advisable step to minimize risks and safeguard legitimate interests throughout the investment process.

IV. Legal consulting services related to consultancy on investor rights

The above article by NPLaw provides an overview of consultancy on investor rights under current regulations. With a team of experienced lawyers and legal specialists, NPLaw offers reputable and professional legal services to ensure the best protection of clients’ legitimate rights and interests. For legal support, please contact NPLaw for consultation and assistance.