02Practice area

Enterprise.

Corporate & commercial. Advising on the full Vietnamese corporate lifecycle — from incorporation to restructuring, merger and dissolution — with three-office coordination.

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

01 — Scope of work

What we do.

Updated Jun 2026

BLF supports Vietnamese and foreign-invested companies across the full legal lifecycle — from choosing the entity type that best fits the business model, through operations, restructuring, and ultimately dissolution or merger.

The Corporate team works closely with the Tax group to ensure that every organisational structure decision is reviewed from a tax perspective — avoiding compliance traps that companies often do not discover until they face an inspection.

Scope of work

Incorporation & company charters: Advising on entity type, drafting charters and completing business registration at the Department of Planning and Investment.
Restructuring & mergers: Legal advisory for M&A transactions, mergers, demergers and conversion between entity types.
Internal governance & shareholders: Drafting internal regulations, shareholder agreements and minority protection mechanisms.
General meetings & board resolutions: Supporting organisation of AGMs and board meetings, drafting resolutions and minutes in compliance with law.
Periodic compliance reporting: Fulfilling periodic reporting obligations to government regulators for both FDI and domestic companies.
Dissolution & liquidation: Supporting the full voluntary dissolution process — from regulatory notification to asset liquidation.

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