Investment consulting services: registration procedures, legal conditions, and risks enterprises need to know

Investment consulting services are a business sector governed by various legal regulations relating to enterprise registration, capital requirements, professional certificates, and scope of operations. Failure to fully understand or properly comply with legal procedures may expose enterprises to administrative sanctions and disputes with the Client. The article below provides a comprehensive clarification of the important legal issues that enterprises providing investment consulting services should pay attention to.

I. Detailed guidance on registration procedures for investment consulting services

The procedure for registering an investment consulting business (classified under management consulting activities) is performed in accordance with the Law on Enterprise 2020 and Decree No. 168/2025/ND-CP on enterprise registration, aiming to ensure transparency and simplify the process for investors. This business line is not included in the list of sectors subject to market access restrictions under the Law on Investment 2020; therefore, enterprises are entitled to register their operations without having to satisfy any specific business conditions.

According to Appendix I issued together with Decision No. 36/2025/QD-TTg, enterprises may register business line code 7020 - Management Consulting Activities, which includes strategic consulting, corporate governance, human resources, and operational optimization. Decree No. 168/2025/ND-CP also provides specific regulations on dossiers, procedures, and methods of submission, helping enterprises significantly shorten the establishment period and commence lawful operations promptly. Specifically:

- Step 1: Prepare the Enterprise Registration Dossier

Pursuant to Article 38 of Decree No. 168/2025/ND-CP, the enterprise registration dossier (including new establishment registration) must include all documents prescribed by the Law on Enterprise and this Decree and must be presented in electronic form if submitted online. The dossier must ensure completeness and accuracy, including documents as required under enterprise law such as the application for enterprise registration, company charter, list of members/founding shareholders, and valid copies of legal documents of the legal representative. At the same time, Article 10 of Decree No. 168/2025/ND-CP stipulates that all documents enclosed with the enterprise registration dossier must be prepared in Vietnamese, or if they contain foreign language content, a valid Vietnamese translation must be attached.

- Step 2: Submit the dossier via the National Enterprise Registration Information System

In case of online submission, pursuant to Article 31 of Decree No. 168/2025/ND-CP, the business registration authority shall receive and process the enterprise registration dossier on the National Enterprise Registration Information System when the dossier is complete as prescribed, including documents under enterprise law, company name, contact information, and registration fees. Upon receipt of a valid dossier, the authority shall issue the Enterprise Registration Certificate to the applicant within the statutory time limit. Clear regulations on dossiers, processing procedures, and submission methods (both online and direct) help enterprises significantly reduce the time required for administrative procedures and commence lawful operations earlier.

- Step 3: Complete Post-Registration Procedures

After obtaining the Enterprise Registration Certificate, the enterprise must complete subsequent procedures such as seal engraving, publication of enterprise registration information on the national portal, opening a bank account, and registering a digital signature to fulfill electronic tax obligations. Charter capital must be fully contributed within 90 days as prescribed by law; failure to comply may result in administrative sanctions.

Completing all post-registration procedures is the basis for ensuring that an investment consulting enterprise operates stably, transparently, and establishes legal credibility with clients. In practice, the entire enterprise establishment process may be completed within approximately 7-10 working days if the dossier is properly and fully prepared from the outset.

II. Legal capital and charter capital of investment consulting services

Currently, the law does not classify investment consulting services as a business line requiring mandatory legal capital (meaning there is no minimum capital amount specifically prescribed by law for this service prior to registration); thus, enterprises are not required to register a specific legal capital amount in order to obtain an establishment license. It is a general principle applicable to most service sectors under the Law on Enterprise 2020 (amended in 2025) and enterprise establishment guidelines.

Regarding charter capital, the enterprise may determine and declare it in the enterprise registration dossier by mutual agreement. The law does not prescribe a fixed amount of charter capital for investment consulting services; however, business registration authorities and investment authorities may assess whether the charter capital is “sufficiently strong” in relation to the scale of operations and the enterprise’s business plan. In practice, many consulting service units recommend that enterprises register a charter capital level appropriate to operating costs and business objectives for at least the first 1-2 years of operation, and such an amount is often considered to be from approximately 10,000 USD or more for basic service companies (it is not a legal requirement but rather a practical expectation from management authorities).

III. Professional certificate requirements when providing investment consulting services

Investment consulting in general, including management/investment consulting services, is not included in the group of business lines requiring mandatory professional practice certificates for registration and operation. Under Vietnamese law, only certain specialized sectors such as legal services, auditing, accounting, and real estate brokerage require professional certificates for managers, operators, or professional staff in accordance with their respective specialized laws.

In contrast, ordinary investment consulting services/management consulting activities are not subject to mandatory professional certificate requirements under the Law on Enterprise 2020 (amended in 2025) or guiding decrees applicable to this business line. Thus, investment consulting enterprises are not required to obtain separate professional practice certificates to register and operate lawfully, but only need to satisfy business registration requirements, appropriate business lines, and general legal conditions applicable to consulting service providers.

IV. Regulations applicable to investment consulting service enterprises

When conducting investment consulting service business activities, enterprises must comply with certain general regulations governing consulting activities and service provision in Vietnam, including the following:

• Compliance with general consulting activity regulations: Pursuant to Article 1 of Decree No. 87/2002/ND-CP, all activities involving the provision and use of consulting services, including investment consulting, must comply with the provisions of this Decree, ensuring that consulting services are provided lawfully and with responsibility toward service users.
• Ensuring conditions for consulting service provision: Pursuant to Articles 6 and 7 of Decree No. 87/2002/ND-CP, organizations providing consulting services must have lawful business registration, suitable offices and working facilities, and at least two individuals meeting professional qualifications to perform consulting services; they must also ensure the principles of honesty, objectivity, and confidentiality of client information.
• Compliance with contract law and financial obligations: When providing consulting services, enterprises must execute clear consulting contracts specifying the rights and obligations of the parties, service fees, implementation period, etc., in accordance with Articles 17 and 18 of Decree No. 87/2002/ND-CP; they must also fulfill financial obligations such as value-added tax and corporate income tax under current regulations.

In summary, enterprises conducting investment consulting services must comply with legal regulations on consulting service provision, consulting functional conditions, and contractual and financial obligations to operate lawfully and minimize legal risks in business operations.

V. Legal risks of failing to properly complete registration procedures for investment consulting services

If an enterprise fails to properly or fully complete the business registration procedures for investment consulting services, it may face three major legal risks.

• First, it may be subject to administrative sanctions for operating outside the registered business lines or conducting business activities without having been granted an Enterprise Registration Certificate in accordance with business registration laws.
• Second, consulting contracts may be at risk of being declared invalid if the enterprise does not have valid legal status, thereby directly affecting its right to collect service fees and its ability to protect its interests in the event of disputes.
• Third, the enterprise may be suspended from operation or required to re-register or amend its business lines, causing business interruption and damaging its reputation in the market.

Therefore, compliance with registration procedures and relevant legal regulations not only enables investment consulting services to operate lawfully and stably but also serves as an important foundation for minimizing dispute risks, administrative penalties, and establishing sustainable credibility in the market.

VI. Questions related to investment consulting services

1. How should legal complaints from clients regarding investment consulting services be handled?

Enterprises should receive and resolve complaints based on the contents of the consulting contract already signed, prioritizing negotiation and amicable settlement on the basis of good faith. If no agreement can be reached, dispute resolution shall be conducted according to the dispute settlement mechanism agreed in the contract or in accordance with applicable civil and commercial laws.

2. What measures must be taken to protect client information in investment consulting services in accordance with the law?

Pursuant to Article 19 of the Law on Protection of Consumer Rights 2023, when providing investment consulting services, enterprises must implement the following main measures to protect customer information:

• Ensuring information safety and security throughout the collection, storage, and use of data; apply technical and management measures to prevent theft, unauthorized access, use, or modification of information.
• Using information only for the purposes and within the scope notified to clients; do not disclose or transfer information to third parties without legal grounds or valid consent.
• Promptly receiving and resolving complaints and feedback from clients regarding improper collection or use of information.
• Notifying competent authorities within 24 hours from detecting a system attack incident that may threaten data security, and simultaneously apply remedial measures in accordance with cybersecurity and information security laws.

Full compliance with these obligations is not only a mandatory legal requirement but also helps enterprises minimize dispute risks and protect their reputation in investment consulting activities.

3. What advertising and marketing regulations must investment consulting services comply with?

For advertising and marketing activities of investment consulting services, enterprises must pay special attention to the following key regulations:

• Advertising may only be conducted after obtaining a valid Enterprise Registration Certificate. Pursuant to Article 20 of the Law on Advertising 2012 (amended and supplemented in 2025), organizations and individuals may only conduct advertising activities when they have a business registration certificate consistent with the advertised service content. Therefore, investment consulting enterprises may not conduct advertising or marketing before completing enterprise registration procedures.
• Advertising content must be truthful, accurate, and not misleading. Pursuant to Point a, Clause 2, Article 12 of the Law on Advertising 2012 (amended in 2025), advertising information must accurately reflect the nature of the service, must not exaggerate capabilities, and must not guarantee investment results or benefits beyond actual capacity. If false advertising causes damage, the enterprise may be sanctioned and required to compensate clients in accordance with law.

Compliance with these regulations helps enterprises avoid administrative sanctions, civil disputes, and protects their reputation in investment consulting operations.

4. What legal risks should investment consulting services pay attention to in order to avoid disputes?

Investment consulting services should pay special attention to the following major legal risks to minimize disputes:

• Risk arising from consulting beyond the registered business scope: Providing services inconsistent with or exceeding registered business lines may lead to sanctions and disputes with clients.
• Risk arising from consulting content and promised outcomes: Consulting without sufficient legal basis, failure to update legal regulations, or promising unrealistic profits or investment results may lead to complaints and compensation claims.
• Risk arising from poorly drafted consulting contracts: Contracts that fail to clearly define scope of work, responsibilities, limitation of obligations, and dispute resolution mechanisms are common causes of litigation.
• Risk relating to confidentiality of client information: Breach of data confidentiality obligations may result in administrative and civil liability and seriously affect the enterprise’s reputation.

Compliance with legal regulations, clear contract drafting, and strict control of consulting content are the key solutions for preventing these risks.

5. How can a clear and lawful consulting contract be established for investment consulting services?

To establish a clear and lawful investment consulting contract, enterprises should focus on the following core contents:

• Clearly defining the scope of consulting services: Specifically describing work contents, limitations of liability, matters within the consulting scope, and excluded matters to avoid misunderstandings regarding obligations and promised outcomes.
• Providing for rights and obligations of the parties: Clearly stating responsibilities for providing information, obligations to cooperate, service performance standards, and liability arising from contract breaches.
• Clearly agreeing on service fees and payment methods: Recording service fees, payment timing, and refund conditions (if any) to minimize financial disputes.
• Including confidentiality clauses: Committing to protecting customer data and investment records in accordance with law, together with remedies for violations.
• Dispute handling and dispute resolution mechanisms: Clearly stipulating compensation, penalties for breach (if any), methods of dispute resolution (negotiation, court, or arbitration), and governing law.

A well-drafted contract that complies with legal regulations and accurately reflects the nature of investment consulting services will serve as an important legal basis for protecting the interests of both the enterprise and the client.

V. Are you looking for a skilled and reputable lawyer to support issues related to investment consulting services?

NPLaw is a reputable legal service provider with a team of experienced lawyers specializing in corporate consulting, with a thorough understanding of legal regulations related to investment consulting activities and the accompanying legal risk management. Lawyers at NPLaw not only accompany enterprises in strategic consulting, dossier review, and contract examination, but also support enterprises in working with regulatory authorities, resolving disputes, and protecting clients’ rights and interests when necessary.

The above information is for reference purposes only. If you require detailed advice for your specific case, please contact NPLaw Firm for immediate consultation.