01Practice 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 19 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 leans toward structure over procedure. Before filing any application, BLF's Investment team typically spends the first two weeks working with the client to redraw the transaction map — cross-referencing the Investment Law 2024, the Enterprise Law 2020, Vietnam's free trade agreements and the practical processing realities at each provincial authority.

The result is a lower-risk legal file, an implementation roadmap with contingency for additional requests, and a working relationship that carries through subsequent projects.

Scope of work

Preliminary legal due diligence: Assessing key risks before capital commitment — including review of target, partners and transaction assets.
Investment & tax structuring: Selecting the optimal form (100% foreign / JV / share acquisition) for long-term exit objectives.
Investment registration certificates: Drafting and pursuing IRC, ERC and sub-licences at provincial Departments of Planning and Investment.
Negotiation & drafting: Joint venture agreements (JVA), share purchase agreements (SPA), shareholder agreements (SHA), international arbitration clauses.
Investment incentives & land: Advising on CIT incentive application, land rental exemptions by zone and sector.
Post-licensing operational support: Periodic reporting, project amendments, capital expansion — maintaining compliance throughout the project lifecycle.

02 — Common engagements

Three typical transaction types.

Anonymized

Use case · FDI manufacturing

Japanese electronics components factory in Haiphong.

A Japanese manufacturing group needed to establish a 100% foreign-owned entity at Dinh Vu Industrial Zone, together with CIT incentives and land rental exemption during construction. BLF handled the complete process from IRC and ERC through environmental and fire safety permits.

Timeline11 weeks · mandate signing to IRC receipt

Use case · M&A

Acquisition of 35% stake in a Vietnamese F&B chain.

A Singapore investment fund sought to invest in a Vietnamese F&B chain expanding into Southeast Asia. BLF advised on the transaction structure via a Singapore parent, negotiating anti-dilution, tag-along rights and an IPO roadmap.

Deal valueUSD 12.4M · 3-tier structure

Use case · Joint venture

Vietnam–Korea renewable energy joint venture.

Two groups — one Korean, one Vietnamese — formed a 60/40 JV to develop a solar farm in Ninh Thuan. BLF led negotiation of governance, exit and dispute resolution provisions under SIAC arbitration.

Arbitration seatSIAC · Vietnamese governing law

03 — Lead lawyer