The franchise disclosure document in Vietnam

Timing: 15 working days before signing

The franchisor must give the prospective franchisee the sample agreement and the disclosure document at least 15 working days before signing, unless the parties agree otherwise.Source: Decree 35/2006/ND-CP on franchising (Government of Vietnam, official text) (31 Mar 2006) · Decree 35/2006 consolidated text, VBHN 15/VBHN-BCT (Ministry of Industry and Trade) (25 Apr 2014)

What the document covers

The disclosure template set by the Ministry of Industry and Trade asks for information on the franchisor, its intellectual property, the costs the franchisee will pay, the obligations of each side, the market and the sample agreement. It asks for audited financial statements for the latest year.Source: Decree 35/2006 consolidated text, VBHN 15/VBHN-BCT (Ministry of Industry and Trade) (25 Apr 2014) · Vietnam Briefing (Dezan Shira & Associates) (8 May 2024)

Language

Foreign-language documents filed with the authorities must be translated into Vietnamese and consularly legalised. Most franchisors therefore prepare the disclosure document in Vietnamese as well as English, so the version the franchisee reads matches the version on file.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024)

What Vietnam does not require

There is no statutory cooling-off period and no minimum franchise term in Vietnam. Several other markets in the region do impose them, so do not copy a regional template without checking.Source: Decree 35/2006 consolidated text, VBHN 15/VBHN-BCT (Ministry of Industry and Trade) (25 Apr 2014)

Practical tips

• Use the same disclosure document for the MOIT dossier and for franchisees, so the two never diverge.
• Give investment ranges in the currency the franchisee will actually pay, and say what is excluded.
• Date every version. If terms change after registration, the change must be notified to MOIT within 30 days.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024)