Licensing and Corporate Management

Licensing and Corporate Management Practice

Our team has substantial experience guiding multinational corporations and domestic enterprises through market entry and expansion in Vietnam, and supporting international law firms in advising on M&A transactions within the jurisdiction.

Clients particularly appreciate the synergistic combination of our lawyers’ profound hands-on expertise—gained from senior in-house counsel roles at major conglomerates—and our longstanding, collaborative relationships with key state regulatory authorities. This distinctive approach substantially accelerates licensing processes and minimizes legal risks across the entire enterprise lifecycle.

We are confident that Ngo & Partners can provide efficient, prompt, and bespoke legal solutions tailored to each client’s unique requirements, ensuring unwavering compliance and sustained success at every phase of business growth.

We deliver a full spectrum of services in licensing and corporate governance, including:

We deliver expert advisory services to investors navigating market entry into Vietnam, including:
- Furnishing comprehensive legal counsel on market entry strategies and compliance.
- Obtaining Investment Registration Certificates (IRC) and Enterprise Registration Certificates (ERC).
- Obtaining ancillary licenses for sectors subject to specialized regulatory frameworks.
- Managing post-licensing formalities, including DICA account registration, company seal issuance, bank account establishment, and tax compliance obligations.
We provide sophisticated guidance and support for consummating M&A transactions, including:
- Facilitating M&A approval processes for complex deals.
- Amending IRC and ERC to accurately reflect changes in investor ownership.
We offer strategic counsel and assistance to foreign construction contractors in procuring operational licenses, such as:
- Applying for Construction Operation Licenses (OLC).
- Establishing Project Management Offices (PMO).
- Overseeing tax registrations and banking arrangements.
We extend tailored advisory and support services for corporate governance in foreign-invested enterprises, including:
- Modifying IRC and ERC as required.
- Registering foreign loans with the State Bank of Vietnam (SBV).
- Drafting employment contracts, internal labor regulations, and ancillary employment documentation.

Highlight Deals(*)

Advised on legal and compliance matters for NRH Group, a Hong Kong-based conglomerate with multi-sector investments across the Asia-Pacific region, particularly in the information technology sector, software development, and IT solutions in e-commerce (Life@ application) and financial technology (Fintech Solutions and Direct Money Services);
Advised domestic and international enterprises and banks on various matters, including regulations governing the organization and operation of internal structures of credit institutions; regulations on financial products and services; cross-border transactions; and related issues;
Advised the human resources departments of international banks in Vietnam on various employment-related issues, including recruitment and labor management, to ensure compliance with Vietnamese labor laws and the group's internal policies;
Reviewed Collective Labor Agreements, Internal Labor Regulations, and Integrity Programs for one of the world's largest tire manufacturers to ensure compliance with Vietnamese law;
Advised multiple clients on employment matters, including the lawful termination of contracts with key personnel;
Advised on commercial products, including providing legal opinions, drafting, and reviewing templates for domestic application for multinational corporations;
Advised a manufacturing company on the termination of employment for more than 100 workers, prepared labor utilization plans for submission to competent authorities, and arranged negotiation meetings between employees and the employer regarding the terminations;

Advised and supported in amending Investment Registration Certificates and Enterprise Registration Certificates, including changes to project locations, information on legal representatives, and other related details for business entities in Vietnam;
Advised and handled procedures for amending the Establishment License of a representative office of a foreign trader in Vietnam, ensuring compliance with applicable regulations;
Advised and provided legal support in preparing applications for Work Permits for foreign workers employed by foreign contractors in Vietnam, ensuring compliance with labor and immigration regulations;
Advised numerous enterprises and foreign investors on investment and business conditions in Vietnam, as well as a wide range of legal issues arising during their operations across diverse sectors, including renewable energy, mineral exploitation, and the import and distribution of confectionery; and
Assisted clients that are 100% foreign-owned enterprises with licensing procedures arising during operations, such as capital increases, changes to legal representatives, and extensions of project implementation timelines.

(*) Some of these cases that the lawyers at Ngo & Partners have advised on or represented at the law firms and corporations where they previously worked.