02Practice area

Investment.

Investment & FDI structuring. Advising across the full FDI project lifecycle — from joint-venture structuring to licensing, incentives and operations in Vietnam.

Practice lead: Trần Ninh Hà
Managing Partner · Hanoi
Team size: 5 lawyers · 2 associates
Languages: VI · EN · 日本語

01 — Scope of work

What we do.

Updated Jun 2026

Over 20 years of practice, BLF has accompanied more than 230 foreign direct investment projects into Vietnam — spanning structures from 100% Japanese-owned factories in Haiphong to financial M&A transactions in Ho Chi Minh City worth hundreds of millions of USD.

Our approach prioritises transaction structuring and practical risk mitigation over mere procedural processing. BLF’s team of experts assists investors throughout the entire process—from assessing approval viability and devising optimal transaction structures to leading negotiations, securing licensing, and maintaining post-licensing compliance.

The result is a secure implementation roadmap that safeguards our clients’ legitimate rights and interests, maximises available investment incentives, and optimises long-term operational efficiency.

Scope of work

Investment Policy & Regulatory Condition Advisory: Assessing project feasibility, analysing commercial advantages and risks, advising on regulatory approval conditions, and structuring optimal investment vehicles (wholly foreign-owned enterprises, joint ventures, business cooperation contracts).
Drafting & Negotiation Support: Drafting project documentation, conducting legal reviews, representing clients in contractual and dossier negotiations with business partners, and arranging notarisation and legal translation services.
Licensing Representation: Submitting and tracking licensing applications during regulatory appraisal, liaising with relevant government authorities to secure optimal investment incentives, and obtaining the requisite Investment Registration Certificate.
Post-Licensing Legal Support: Completing post-licensing administrative formalities (corporate seal procurement, tax registration), and advising on land lease, site clearance, machinery importation, and construction permit acquisition.
Operational Legal Compliance: Advising on CIT incentive application, land rental exemptions by zone and sector.
Corporate Restructuring & Dispute Resolution: Advising on equity transfers, structural conversions, capital adjustments, scope expansion, branch and representative office establishment, as well as commercial, civil, and intellectual property dispute resolution.

02 — Common engagements

Three typical transaction types.

Anonymized

Use case · FDI manufacturing

Establishment of a 100% foreign-owned manufacturing plant.

A foreign investor intends to establish a manufacturing entity in Vietnam. BLF advises on investment forms, represents the client in submitting licensing applications, secures land rental incentives, and completes post-licensing procedures, including corporate seal procurement and tax registration.

ServiceInvestment Policy & Regulatory Condition Advisory

Use case · M&A

Acquisition of a 75% equity stake in a Vietnamese manufacturing enterprise.

A Japanese conglomerate intends to inject capital into a Vietnamese building materials manufacturing and trading enterprise undergoing market expansion. BLF advises on transaction structuring via the Japanese parent company, negotiates anti-dilution clauses, conducts legal due diligence, and negotiates the roadmap for business transfer and operations hand-over.

ServiceCorporate Restructuring & Dispute Resolution

Use case · Joint venture

Vietnamese – Korean Building Materials Manufacturing Joint Venture.

Two conglomerates—one South Korean and one Vietnamese—established a 60/40 joint venture to develop a target enterprise in building materials manufacturing. BLF led negotiations on the joint venture agreement, corporate governance terms, and equity transfer mechanisms.

ServiceOperational Legal Compliance

03 — Lead lawyer