In the era of economic integration, franchises (franchising) from Vietnam to overseas or from overseas into Vietnam are being concerned and are gradually becoming a prominent business investment sector with the potential to grow strongly. However, there are many difficulties in the registration of franchising from overseas into Vietnam. To help readers have a more general overview of the process and procedures for the franchise registration from overseas into Vietnam, NPLAW sends readers some legal regulations in the following article.

I/ The situation of the franchise registration from overseas into Vietnam

With the trend to open up to economic integration and cultural exchange between countries around the world, Vietnam is one of the potential markets that major brands are concerned about and seeking opportunities to cooperate in franchising from overseas into Vietnam. And it is also one of the areas in which investors are interested in investing for significant growth in our country.

In practice, franchises from overseas to Vietnam in particular and franchises from Vietnam to overseas or domestic franchises in general are very developed, helping enterprises to expand their businesses, increase their sales and generate huge profits.

II/ Learn about the franchise registration from overseas into Vietnam.

1. What is the purpose of the franchise registration from overseas into Vietnam

Pursuant to Article 284 of the Commercial Law 2005: 

- A franchise is a commercial activity in which a franchisor authorizes and requires a franchisee to conduct the purchase and sale of goods or the provision of services on its own under the following conditions:

+ Such a purchase and sale of goods and provision of services is performed in the manner of business organization prescribed by the franchisor and is attached to the trademarks, trade names, business secrets, business slogans, business symbols and advertising of the franchisor;

+ The franchisor has the right to control and assist the franchisee in the conduct of the business. 

Therefore, it can be understood that the franchise registration from overseas into Vietnam is for the franchisor (foreign trader) to authorize and require the franchisee to conduct the purchase and sale of goods and the provision of services by itself in Vietnam. Goods and services will be attached to the trademarks, trade names, business secrets, business slogans, business symbols and advertising of the overseas franchisor.

2. What are the circumstances permitted for registering franchises from overseas into Vietnam?

- Pursuant to Clause 1, Article 5, of Decree No. 35/2006/ND-CP, if a Vietnamese trader is a franchisee from an overseas franchisor, the Vietnamese trader must operate under the franchising manner for at least  one (01) year in Vietnam before proceeding with the re-issuance of commercial rights.

- Pursuant to Article 17 of Decree No. 35/2006/ND-CP, a Vietnamese trader or a foreign trader intending to perform franchise must register such franchise with the competent authorities before implementing franchise procedures.

- In addition, pursuant to Clause 2, Article 3, of Decree 120/2011/ND-CP, the following cases do not require registration of franchise:

+ Domestic franchises;

+ Franchises from Vietnam to overseas.

III/ Legal regulations on the franchise registration from overseas into Vietnam

1. Dossiers for the registration of franchising from overseas into Vietnam


Pursuant to Article 19 of Decree No. 35/2006/ND-CP, as amended and supplemented by Decree No. 120/2011/ND-CP, the registration of franchising from overseas into Vietnam includes:

1. Proposal for the registration of franchising according to the forms guided by the Ministry of Commerce.

2. A written introduction to franchising.

3. Confirmation documents of:

- Legal status of an expected franchisor;

- Protection certificate of industrial property rights in Vietnam or overseas if there is transfer of the use rights of industrial ownership objects that have been issued the certificate of protection.

Note: The documents referred to in (2) and (3) must be consularly legalized.

2. Procedures for registering franchising from overseas into Vietnam

Pursuant to Article 20 of Decree 35/2006/ND-CP, the expected franchisor shall implement procedures for the registration of franchising activities from overseas into Vietnam with the following steps:

+ Step 1: Sending the application for franchise registration to the competent state authority;

+ Step 2: Within 5 working days from receipt of sufficient valid documents, the competent state authority shall register the franchising activity in the Register Book of Franchising Activities and notify the trader in writing of such registration.

If the competent state authority refuses to register, it shall notify the expected franchisor in writing and state its reasons.

IV/ Answering questions related to the registration of franchising activities from overseas into Vietnam

1. How long does it take to register franchising from overseas into Vietnam?

Pursuant to Point b, Clause 1, Article 20 of Decree 35/2006/ND-CP, the period for the registration of franchising from overseas into Vietnam is 5 working days from the date of receiving sufficient valid documents.

2. Is it mandatory to register franchising from overseas to Vietnam?

Pursuant to Clause 1, Article 17 of Decree 35/2006/ND-CP, before conducting a franchising activity from overseas into Vietnam, such a franchising activity must be registered with the competent authority. Except in the following cases, it is not required to register franchises according to Clause 2, Article 3 of Decree 120/2011/ND-CP: 

+ Domestic franchises;

+ Franchises from Vietnam to overseas.

Therefore, any franchising activities from overseas into Vietnam must be registered with the competent authority.

3. Which authority is competent to register for franchising from overseas into Vietnam?

Pursuant to Clause 1, Article 18 of Decree 35/2006/ND-CP, the competent authority to register franchising from overseas into Vietnam is the Ministry of Commerce, now known as the Ministry of Industry and Trade.

V/ Is it necessary to contact lawyers regarding this issue? How do you get in touch?

In order for the registration of franchising from overseas into Vietnam to be implemented promptly, effectively and in accordance with the legal regulations, valued Clients should contact professional lawyers for advice and assistance in the implementation of the above legal procedures. 

Please contact NPLAW for prompt and timely support. With a team of highly qualified lawyers over many years, NPLaw guarantees that we will solve all your legal issues and support you in solving difficulties related to the registration of franchising activities from overseas into Vietnam. Thank you very much!