03Practice area

Enterprise.

... Advising on the full corporate lifecycle — from incorporation to restructuring, merger, and dissolution — with three-office coordination and tax team integration.

Practice lead: Đàm Tuấn Anh
Branch Manager · Ho Chi Minh City
Team size: 3 lawyers · 2 associates
Languages: VI · EN · 日本語

01 — Scope of work

What we do.

Updated Jun 2026

The prevailing Enterprise Law aims to reflect current commercial realities and dismantle regulatory bottlenecks, thereby fostering a favorable and globally integrated business environment. It establishes an equal, non-discriminatory legal framework for all corporate entities—whether state-owned, private, or foreign-invested. This objective fully aligns with the evolving demands of the domestic market and complies with Vietnam’s international commitments.

BLF supports both domestic and foreign investors throughout the full legal lifecycle of a company—from selecting the optimal corporate structure for initial launch to advising on daily operations, corporate restructurings, and ultimately, dissolutions or mergers.

Furthermore, BLF’s Corporate practice collaborates seamlessly with our Tax advisors. This integrated approach ensures that all organizational and structural decisions are fully vetted from a tax compliance perspective, helping clients proactively identify and mitigate hidden regulatory risks.

Scope of work

Business Incorporation: Advisory on entity type, company name, business lines, charter capital, founder/legal representative eligibility, articles of association, and initial organizational structure.
Business Registration Amendments: Advisory on changing company name, registered office address, legal representatives, members/shareholders, business lines, and capital adjustments (increase/decrease).
Restructuring & M&A: Advisory on share/bond transfers, corporate acquisitions, sales, mergers, consolidations, divisions, and separations.s.
Dissolution & Bankruptcy: Advisory on legal procedures for corporate winding-up, dissolution, and bankruptcy proceedings.
Corporate Governance & Internal Regulations: Advisory on governance frameworks, management delegation, operational regulations, and internal standard operating procedures (SOPs).
In-house Legal Services & Representation: Providing dedicated in-house/in-source legal counsel solutions, representing clients before competent regulatory bodies, and delivering tailored updates on current legislation upon request.

02 — Common engagements

Three typical transaction types.

Anonymized

Use case · Incorporation

100% Korean-owned subsidiary incorporation in Ho Chi Minh City.

A Korean technology group needed to incorporate a subsidiary in Vietnam for software distribution. BLF advised on entity type, drafted a bilingual Vietnamese–English charter and completed business registration in 3 weeks.

Timeline3 weeks · consultation to certificate

Use case · M&A

Merger of two distribution subsidiaries within the same group.

An internal restructuring of a retail group — merging two subsidiaries to reduce compliance costs and consolidate licences. BLF handled the complete legal file, creditor notification and change registration.

Saving~40% annual compliance cost reduction

Use case · Governance

Minority shareholder protection mechanism for an investment fund.

A foreign investment fund taking a minority stake in a Vietnamese company required tailored protection provisions in the shareholder agreement. BLF drafted a SHA with veto rights, tag-along and drag-along provisions compliant with the Enterprise Law.

OutcomeSHA signed · no disputes after 3 years

03 — Lead lawyer