ANT Lawyers is a Vietnam-based law firm with offices in Hanoi, Danang and Ho Chi Minh City. We provide legal services to domestic and international clients, helping them navigate Vietnam’s legal and business environment with confidence.
Email: ant@antlawyers.vn
Tel: +84 28 730 86 529
Joint-stock company is a type of enterprise recognized by Vietnam law, besides other types beinglimited liability company, partnership and private enterprise. A joint-stock company has legal status from the date of issuance of the Certificate of Business Registration by Vietnam authority. It is not suitable for all investors to set up a joint-stock company in Vietnam. Therefore, it is important to consult withcorporate lawyers in Vietnamto learn the advantage of different forms of companies to be set up in Vietnam for the efficient management and purpose of the owner.
Joint-stock Company Can Issue Shares
According to the definition of the Law on Enterprises, a joint-stock company is an enterprise whose charter capital is divided into equal parts called shares. Shareholders of a joint-stock company can be organizations or individuals, and the minimum number of shareholders of the company is 03 people.
There is no limit on the maximum number of shareholders, so it will be convenient for the company when it wishes to expand its business on a larger scale. In addition, shareholders will only be liable for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise.
This is an advantage of this type of business because the level of risk that shareholders have to bear. In particular, joint-stock companies have the right to issue shares, bonds and other securities to raise capital, which is a feature that other types of businesses do not have.
Procedure to Set up a Joint-stock Company in Vietnam
The business owner can submit by himself or authorize another individual/organization or a law firm in Vietnam to submit a set of documents to the Business Registration Office where the head office is intended, including:
1.An application for enterprise registration;
2.The company’s charter;
3.List of founding shareholders and list of shareholders being foreign investors;
4.Copies of the following papers:
a) Legal papers of the individual for the legal representative of the enterprise;
b) Personal legal papers for company members, founding shareholders, shareholders being foreign investors who are individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents on appointment of authorized representatives.
For members and shareholders being foreign organizations, copies of legal papers of the organization must be notarized and consularly legalized in Vietnam;
c) Investment registration certificate, in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other legal documents; implementation manual.
How Long It Takes to Set up a Joint-stock Company in Vietnam?
The processing time will be 03 working days from the date the Business Registration Office receives the valid application.
For a foreigner to a country like Vietnam which opportunities avail for business, it is attempting to create a business to operate and snatch the chance. But after the first eagerness feeling of potential business to generate, after settling in, the entrepreneur might wonder, how difficult it is to set up company in Vietnam or how challenging the business environment in Vietnam for operating and doing business when dealing with administrative procedures from registering investment, setting up the company, complying with periodical reporting and tax declarations… If you are reading this and feeling so, you are not alone.
Set up Company in Vietnam for Foreigners
As a place with a favorable geographical position and plentiful labor resources, and growing consumer market, Vietnam is increasingly developing strongly, becoming a country attracting global investment among Southeast Asia countries. In order to carry out effective investment activities, foreign investors need to undertake research about the policies, investment incentives, legal requirements as well as the process and procedures for establishing a business in Vietnam. This will provide some quick tips for the fundamental considerations that international investors should consider if they have any ideas to chose Vietnam to make investment.
Investment to Set up Company in Vietnam is Encouraged
An individual with foreign nationality or an organization established under foreign law could register investment and conduct business activities in Vietnam. Foreign investors are permitted to engage in any legal business, however, there are some specific industries that investors must meet the required conditions to be able to register investment. Some few areas that foreign investors are not permitted to conduct business in Vietnam for the reason for national security or state monopoly.
What License is Required to Set up Company in Vietnam?
According to Vietnam law, an investor whom wishes to establish a company in Vietnam must obtain an investment registration certificate from an authorization agency.
The normal time limit for issuance of the Investment Registration Certificate (IRC) will be 15 days from the date of submission of valid dossier for an investment project. But it is important to build in the time for preparing the proper documents i.e. application, financial report, bank balance, personal documents and many of such documents require apostille, or notarization and legalization and translation into Vietnamese before being submitted.
Vietnam law does not require a minimum capital to set up a business, except for conditional investment or business lines. But investors are obliged to contribute capital according to the schedule stated in the IRC and that the government authority has the right to request the investor to explain the business plan to their satisfaction based on the proposed investment capital.
In case the investor cannot contribute enough capital according to the committed time limit, the competent authority may apply sanctions, including revocation of the IRC or the investor has to adjust the IRC to reflect the actual contribution of investment. Once having the IRC, the investor then request to obtain Enterprise Registration Certificate (IRC) which takes 5 days from the date of submission of valid dossier for business establishment to complete the business setting up process.
After Licensing, What to Do to Comply?
Now, after have a business set up in Vietnam, the enterprise starts to conduct business i.e. sign contract to lease space officially, hire people, enter into business transactions to buy and sell services or products.
To make it legally bound, the documents needs to be signed and sealed. Then the question is how to have a seal? Back in the past, it was more challenging to have the seal made for an enterprise after being established because it was managed by the Public Security authority.
There has been a discussion between legislators and business experts about totally removing the seal being stamped on the legal documents in Vietnam because the signature of the legal representative is most important. Over the time, the once strict law governing the seal issuance has been loosen up. But in Vietnam the seal is still very important that together with the legal representative signature it show the official notice i.e. a decision by the legal representative of the business to terminate a labour contract; or an obvious approval of an entity to a transaction it enters to hire a construction company for building a factory.
Depending on the terms in the company’s charter, the investor has the right to make more than one seal to use. The enterprise must send a notice to the business registration office where its head office is located for publication on the National Business Registration Portal before using, altering, destroying, or changing the number of seals. The seal can be used starting on the day the notification process has been finished and the seal sample has been uploaded on the National Business Registration Portal for verification purpose.
Remember to Declare and Pay Taxes in Vietnam
During the operation of the business after being started, the investor needs to pay attention to tax obligations, which is very important in most jurisdictions except in tax heaven countries. But Vietnam is not on the exemption list. Every company needs to submit tax declaration. Every year, the business will need to pay a number of different taxes and fees such as license fees (based on registered charter capital); Corporate Income Tax (CIT) when the company makes profit; declare and pay Value Added Tax (VAT) for sold goods or services, on behalf of individual declare and pay Personal Income Tax (PIT), or in some cases export tax and import tax, tax on lands.
Remember to Submit Mandatory Reports in Vietnam
In addition, foreign investor also needs to fully comply with the investment project reporting regime in accordance with the law. These reports will be made periodically (monthly, quarterly or annually) on such contents as: implemented investment capital, business investment results, information on labor, employed foreign workers, reports on environmental protection… Complying with the implementation of tax payment obligations and periodically reporting to ensure timely implementation as prescribed will help the company avoid unnecessary risks such as administrative sanctions, business suspension, penalties that could impact the business.
Both employees and employers can consult labour dispute lawyers in Vietnam to understand the labour law and protect their rights.
A labour dispute is one of the most common disputes in society, in particular it means a dispute over rights, obligations and interests among the parties during the establishment, execution or termination of labor relation; a dispute between the representative organizations of employees; a dispute over a relationship that is directly relevant to the labor relation.
How to Resolve Disputes in Labour in Vietnam?
In fact, labour disputes happen often, but there are many situations where employees often have little understanding of their rights, leading to disadvantages if the employer does not know or does not follow the law.
Therefore, identifying employment disputes is very important. For employees, learning about labor law is to know their rights. Employers need to understand labor laws to ensure compliance.
Labour disputes incurred during pandemic, questions needing answers?
For example, during the recent pandemic, many businesses faced difficulties in doing business in Vietnam and hence many common labour disputes arisen. For workers, a dispute could arise from not being paid on time. Other concerns are whether there is any violations that lead to the termination of the labor contract? Has the employer carried out restructuring procedures and notified state agencies according to the correct procedure before terminating the labor contract with the employee? Does the employer have an agreement with the employee before suspending the labor contract during the pandemic? When the business is not efficient, is the employer required to pay the 13th month salary to the employee?
What types of labour dispute you might be encountering?
At present, labour disputes are classified into different types based on the object who participated in the dispute: Labour disputes between the employee and the employer; labour between the employee and the organization that sends the employee to work overseas under a contract; labour dispute between the outsourced worker and the enterprise. Right-based or interest-based collective labour disputes between one or several representative organizations of employees and the employer or one or several representative organizations of employees.
How to settle labour dispute at court?
The labor dispute settlement process must follow the following principles:
Respect the parties’ autonomy through negotiation throughout the process of labor dispute settlement;
Prioritize labour dispute settlement through mediation and arbitration on the basis of respect for the rights and interests of the two disputing parties, and respect for the public interest of the society and conformity with the law;
The labour dispute shall be settled publicly, transparently, objectively, promptly, and lawfully;
Ensure the participation of the representatives of each party in the labour dispute settlement process;
Labour dispute settlement shall be initiated by a competent authority or person after it is requested by a disputing party or by another competent authority or person and is agreed by the disputing parties.
When a labour dispute arises, one party or parties may request a Labor Mediator; The Labor Arbitration Council or the People’s Court to settle the disputes.
Matter on time limit is an important matter that the parties should pay attention. The time limit to request a labor mediator to settle an individual labor dispute is 06 months from the date on which a party discovers the act of infringement of their lawful rights and interests.
For the form of dispute settlement through the Labor Arbitration Council, the time limit is 09 months from the date on which a party discovers the act of infringement of their lawful rights and interests. In case of requesting the Court to settle the labour dispute, the time limit is 01 year from the day on which a party discovers the act of infringement of their lawful rights and interests.
What labour dispute lawyers could help to resolve disputes in labour in Vietnam?
Many of the labour disputes could be resolved effectively at court hence engaging a labour dispute lawyers in Vietnam to file a lawsuit will help parties involved.
Please note, upon the expiration of the above-mentioned time limitation, the disputing parties will not have the right to request the competent authorities to resolve the dispute. In case the requester is able to prove that the aforementioned time limits cannot be complied with due to a force majeure event or unfortunate event, the duration of such event shall not be included in the time limit for requesting settlement of individual labour dispute.
In today’s borderless economy, trade and investment move faster than regulation. Contracts stretch across Asia. When conflicts arise, national courts often struggle to keep pace and traditional litigation would take long. The question of how to maintain fairness, enforceability, and efficiency across different jurisdictions leads naturally to one solution: Dispute resolution through arbitration.
For decades, arbitration was seen as the tool of large multinationals. Now it has become the language of trust in Asia. Whether a manufacturing agreement, a trading contract, or a technology transfer, parties increasingly rely on arbitration to settle disputes privately, neutrally, and predictably.
For Vietnam, this transformation matters deeply. The country’s rising participation in regional trade under local and international frameworks means cross-border disputes are inevitable. Dispute resolution through arbitration offers a mechanism that fits both its reform trajectory and the region’s business expectations.
5 Powerful Insights into Dispute Resolution Through Arbitration in Asia
Why Arbitration Has Become the Standard
The attraction of dispute resolution through arbitration lies in three simple promises: neutrality, enforceability, and flexibility.
1. Neutrality
Arbitration allows parties from different countries to avoid the perception of home court bias. This neutrality is essential when investors from foreign countries partner with firms in Vietnam or other ASEAN countries.
2. Enforceability
The New York Convention ensures that arbitral awards are recognized in more than 160 countries. Across Asia, governments including Vietnam’s have embraced this framework, making enforcement of arbitral decisions more predictable than court judgments.
3. Flexibility
Arbitration allows parties to choose seat of arbitration, governing law of contract, governing law of the arbitration agreement, language, and procedures. In a region where legal traditions differ, this flexibility enables commerce to continue without friction.
In short, dispute resolution through arbitration is not simply a legal mechanism; it is the glue holding together Asia’s increasingly complex commercial web.
How Vietnam Aligns Within Asia’s Arbitration Landscape
Imagine Asia as a network of interconnected dispute resolution corridors which developed countries offer procedural efficiency or invest in modern arbitration frameworks or expands its cross-border cooperation; and Southeast Asian nations, including Vietnam, align their laws to international standards.
Vietnam is discussing on revising its Law on Commercial Arbitration to catch up international arbitration standard i.e., UNCITRAL Model Law to certain level depending on its specific unique situation.
Vietnam’s role is gathering momentum to harmonize with international standards and move toward direction to ensure its legal system supports dispute resolution through arbitration with predictability and fairness.
This alignment reflects Vietnam’s commitment to integration, transparency, and investor confidence.
Across Asia, a convergence is taking shape:
Governments are updating arbitration laws to mirror UNCITRAL principles.
Courts are increasingly supportive of arbitration agreements and enforcement.
Regional businesses now insert dispute resolution through arbitration clauses in contracts as a matter of standard risk management.
This ecosystem of mutual recognition is to makes Asia a dynamic arbitration region and Vietnam an essential participant in its evolution.
Legal and Practical Realities of Cross-Border Arbitration
While the concept is elegant, the practice of dispute resolution through arbitration still faces challenges. Understanding these helps businesses prepare smarter contracts and avoid procedural pitfalls.
Choice of Seat and Governing Law
Selecting a neutral seat of arbitration is critical. The seat determines which national law governs procedural issues and how courts may intervene. For Vietnam related contracts, businesses often look to nearby Asian jurisdictions whose arbitration laws are internationally recognized. The goal is not avoidance, but complementarity ensuring enforceability both in Vietnam and abroad.
Recognition of Foreign Arbitral Awards
Even with the New York Convention, enforcement standards vary. Courts may review awards for public policy violations or procedural defects. Vietnam’s courts increasingly demonstrate restraint and consistency, signaling alignment with regional practices.
Cultural and Linguistic Gaps
In dispute resolution through arbitration, communication matters. Misunderstandings about language, document production, or witness examination can affect fairness. Parties should specify language, translation procedures, and evidence standards clearly in their arbitration clauses.
Public Policy and Arbitrability
Certain matters such as land, employment, consumer rights may be non-arbitrable in some Asian jurisdictions including Vietnam. Understanding these boundaries before drafting arbitration clauses prevents later surprises.
Technology and Virtual Hearings
The pandemic accelerated digital transformation. Many Asian arbitrations now take place entirely online. Vietnam and its neighbors are adapting to electronic submissions, e-signatures, and virtual hearings, trends that make dispute resolution through arbitration faster and more cost-effective.
Step-by-Step Guide to Using Arbitration in Cross-Border Transactions
Businesses and investors across Asia can follow these practical steps to incorporate dispute resolution through arbitration effectively:
Step 1: Map Your Contractual Relationships
Identify which agreements involve foreign parties or multi-jurisdictional obligations. Any cross-border contract is a candidate for arbitration because litigation may be slow or unenforceable abroad.
Step 2: Draft a Clear Arbitration Clause
Arbitration clause should include details on:
The agreement to arbitrate
The seat and governing law
The language
Number of arbitrators and method of appointment
Scope i.e. all disputes arising out of or relating to the contract
Step 3: Choose a Neutral Seat
Selecting a neutral Asian seat encourages mutual trust. The seat determines the level of court support and procedural rules. Neutrality ensures no party feels disadvantaged.
Step 4: Decide on Governing Law
Governing law affects interpretation of rights and obligations. Choose one consistent with commercial expectations, not necessarily the law of either party’s home country.
Step 5: Anticipate Enforcement
Ensure that the jurisdictions of both parties are signatories to the New York Convention so arbitral awards can be recognized and enforced.
Step 6: Prepare for Procedure and Evidence
Decide early on rules for discovery, witness statements, and electronic submissions. Agree on digital confidentiality standards when sharing data across borders.
Step 7: Engage Arbitration Counsel
Counsels with training in cross-border dispute resolution through arbitration can bridge cultural and procedural gaps, ensuring the process runs smoothly.
Step 8: Use Mediation as a Pre-Arbitration Step
Many Asian contracts now include a tiered clause: negotiation, mediation, arbitration. This approach preserves relationships and can reduce cost.
Step 9: Manage Costs and Timelines
Arbitration can be more efficient than court litigation, but it requires careful management. Set realistic timeframes and budgeting expectations from the start.
Step 10: Enforce and Comply
Once an award is rendered, prompt compliance protects reputation and future business opportunities.
By following these steps, companies operating between Vietnam and other Asian economies can navigate dispute resolution through arbitration confidently and efficiently.
The Future of Arbitration in a Connected Asia
The future of dispute resolution through arbitration in Asia is defined not by rivalry but by interconnection. The region’s legal systems are learning from one another, blending civil and common law traditions, and adopting international best practices.
For Vietnam, integration means harmonizing procedures, recognizing regional awards, and nurturing professionals skilled in transnational law. The goal is to make arbitration not an exception, but a standard part of doing business in Asia.
Looking ahead:
Digitalization will reduce the cost and time of arbitral proceedings.
Cross-border cooperation among Asian courts will enhance enforcement reliability.
Cultural diversity will enrich, not complicate, arbitral practice as Asian lawyers and arbitrators gain global prominence.
In this ecosystem, Vietnam stands as a practical bridge, connecting Southeast Asian dynamism with East Asian maturity, grounded in a shared commitment to fair and effective dispute resolution through arbitration.
Trust Beyond Borders
Asia’s rise is not only about trade volume but about legal maturity. As cross-border commerce expands, dispute resolution through arbitration has become the region’s unifying language of trust.
Vietnam, positioned at the heart of ASEAN and engaged with all major Asian economies, represents this quiet transformation. It neither competes for dominance nor isolates itself, it aligns, harmonizes, and participates.
Through consistent reform, openness to global practices, and recognition of arbitral awards, Vietnam contributes to a shared regional goal, which is a future where disputes are resolved with fairness, efficiency, and mutual respect.
In that future, dispute resolution through arbitration will remain not just a mechanism of law, but a symbol of Asia’s collective commercial confidence.
Employment termination can look simple on paper. In real life, it often becomes confusing and stressful. Employers worry about business risk and paperwork. Employees worry about income, final payments, and what happens next.
As employment dispute law firms in Vietnam, we tend to look from both sides, the employers and employees. We bring in steps and cases examples to illustrate what usually goes wrong and what usually fixes it.
9 Insights From Employment Dispute Law Firms in Vietnam to Avoid Costly Termination Mistakes
If a dispute becomes serious or complex, employment dispute law firms in Vietnam may help with negotiation and settlement drafting, but many disputes can be reduced early if you follow the steps below.
Introduction
In today’s interconnected global economy, businesses in Vietnam face increasing pressure to adapt to challenges brought on by global geopolitical tensions and shifting market dynamics.
Workforce reductions and terminations have become more common, as companies navigate shrinking markets and strive to remain competitive.
For employees, however, a termination is rarely just a professional matter, it can have significant emotional, financial, and personal repercussions. They would seek most cost effective legal help.
Quick Reference
Fast answers people usually use for reference:
What causes most termination disputes in Vietnam? Unclear termination reason, unclear process, or unclear final payment calculation.
What is the fastest way to solve a dispute? Confirm the reason, write down the facts, calculate money clearly, document handover, settle in writing if possible.
Who is this for? Employers and employees, including expatriates.
3 Quick Cases You Can Learn From
In here we show short and simple cases that show common patterns and practical fixes.
Case 1: The reason changed
In some instances, when the employee has been informed about the contract termination due to unsatisfactory performance in the meeting, but the termination letter said restructuring reason.
Why it became a dispute? Because the story did not match, so trust broke down.
To avoid employment disputes, both parties need to ensure and agree on one clear reason, written clearly, supported by documents.
Case 2: The payment is not clarified
The employee got one lump-sum offer with no breakdown.
This became a dispute because the employee suspected missing items i.e., leave, allowances, commission.
In order to avoid the disputes the employers were suggested to provide a clear line by line calculation with a simple formula and supporting records.
Case 3: The equipment’s hand-over
There were cases which the final payment was delayed because the employer said assets were not returned. The employee said they were.
This became a dispute because there was no signed handover list.
Now, to solve this, both the employers and the employee would have a basic handover minutes document signed with asset list and confirmation by signature or email.
Why You Should Care
You can find below the guide to avoid disputes and why it matters.
A dispute costs time and money for both sides.
A dispute also damages reputation, especially for managers and professionals.
Most disputes grow because the facts, documents, and numbers are not clear.
We based on common dispute patterns in Vietnam. The cases are anonymous and simplified. Real outcomes depend on your contract, documents, and facts.
What Usually Matters in Termination Disputes
This is the basic building blocks that most disputes are made of.
Fact 1: Most disputes have 4 parts
Legal reason why the contract ends
Process include notice and required steps
Money including final salary, unused leave, severance if any, bonus/commission if any
Practical issues i.e. handover, access, reputation, timing
Fact 2: Documents often decide the outcome
Written records reduce confusion. They also stop people from arguing about what was said.
Fact 3: Both sides can lose even if they feel right
Employers lose continuity and control. Employees lose stability and clean exit options.
Why Disputes Grow
The simple reasons small issues become big disputes.
Disputes grow when there is uncertainty:
The termination reason is unclear or changes.
The money calculation is not explained.
The process feels rushed or inconsistent.
Someone is under time pressure.
Hence it is important to find ways to ensure to reduce uncertainty early and you reduce conflict.
9 Insights from Employment Dispute Law Firms
A practical checklist you can follow.
Step 1: Confirm the termination type first
You cannot solve the dispute if you do not know what type of termination it is.
Employer
Choose the reason you rely on i.e., expiry, mutual agreement, restructuring, performance, misconduct, etc.
Make sure documents support this reason.
Employee
Ask for the reason in writing.
Check consistency across meeting notes, emails, and notice letters.
Step 2: Send a neutral recap email ASAP
This step helps lock the facts early and prevents later arguments.
Include:
Meeting date/time, attendees
Stated reason
Proposed last working day
Documents promised including notice letter, payment breakdown, handover plan
Next step and deadline
Suggest you keep it calm and factual without emotion and blame.
Step 3: Prepare a document pack
This step makes negotiation faster and reduces misunderstanding.
Employer pack
Contract and amendments
Job description / internal rules used
Evidence supporting the reason
Termination notice and proof of delivery
Payroll breakdown and supporting records
Handover minutes and asset list
Employee pack
Contract and amendments
Payslips/bank transfers
Key emails/messages
Termination notice and related emails
Bonus/commission rules if any
Handover proof
Step 4: Calculate money line-by-line
This step helps most disputes settle when both sides accept the numbers.
Use a list, not one total number:
Salary up to last day
Unused leave payment
Allowances based on contract/policy
Severance if applicable
Bonus/commission if supported by policy/contract
Deductions with reason and proof
Payment date and method
Step 5: Separate money from handover
This step suggests both parties avoid mixing these two that turns payment into leverage and creates conflict.
Employer
Use a handover checklist and confirm it in writing.
Set a clear access cutoff plan.
Employee
Return assets with a signed list or email proof.
Request needed documents separately i.e. work confirmation, payslips, insurance records.
Step 6: If the employee is foreign, handle timing early
This step is about timing pressure makes disputes harder and faster.
Employer
Align termination dates with paperwork steps.
Keep HR, finance, and management consistent.
Employee
Ask early about timelines and documents you need for your next steps.
Step 7: Choose a solution path based on goals
In our experience, not every dispute needs court. Many can be settled earlier.
Common options:
Negotiate directly
Sign a settlement agreement
Use conciliation or mediation or formal complaint steps if needed
Court litigation only if necessary
When the facts are complex or risk is high, employment dispute law firms in Vietnam may help draft settlement terms and guide strategy, mainly to avoid mistakes and close the dispute properly.
Step 8: Use a settlement agreement that truly closes the dispute
This step helps avoid a vague settlement often creates a second dispute later.
A settlement should often includes:
What will be paid, when, how
What must be returned and by when
Mutual release with no further claims, if agreed
Confidentiality
What happens if someone breaches
Step 9: Escalate only when your timeline and documents are ready
This step reminds parties that escalation without documents usually wastes time.
Employer
One consistent story across HR, management, finance.
Employee
One clear timeline and specific requests on what you want, and why.
FAQs
Q1: What should I do first after termination?
Save documents, send a recap email, and request a clear payment breakdown.
Q2: What should an employer do first if the employee disputes termination?
Confirm the reason, check the process, and provide a clear calculation of final payments.
Q3: Are termination disputes always court cases?
No. Many cases settle after facts and numbers are clarified.
