Master franchise, joint venture or your own subsidiary?

1. Master franchise to a Vietnamese-owned company

You register the franchise with MOIT, protect your trademark and receive royalties subject to the 10% foreign contractor tax. Your partner runs the stores. Because it has no foreign shareholder, the retail licensing rules for foreign-invested companies under Decree 342 do not apply to it.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024) · PwC Worldwide Tax Summaries (23 Sept 2026) · Decree 342/2026/ND-CP, official signed text (Government of Vietnam) (3 Sept 2026)

If the master franchisee will sub-franchise, its own company should have operated for more than a year, given how MOIT applies the one-year rule.Source: Tilleke & Gibbins (24 Jul 2018)

2. Joint venture or minority stake

Taking equity in your partner aligns incentives but makes it a foreign-invested enterprise. Above 50% foreign ownership it needs a business licence and an outlet licence for each store, and depending on your country, outlet sizes and format an Economic Needs Test for stores beyond the first; whether a company 50% or less foreign-owned needs these licences is not clear from the text (Decree 342, Article 5(5)). If you take an existing operator above 50%, its stores may keep trading for up to 12 months while it obtains licences (Article 5(6)).Source: Decree 342/2026/ND-CP, official signed text (Government of Vietnam) (3 Sept 2026)

3. Your own subsidiary

Full control, full capital and full licensing exposure. The same Decree 342 rules apply as for a joint venture, plus a national security review for new outlet licences once you own or co-own 100 small, 50 mid-size or 30 large outlets (Decree 342, Article 8(3)(c)).Source: Decree 342/2026/ND-CP, official signed text (Government of Vietnam) (3 Sept 2026) · VCCI (Vietnam Chamber of Commerce and Industry) (6 Oct 2026)

Choosing a partner

The U.S. International Trade Administration stresses due diligence on a partner's suitability and financial capacity, and warns that it can take up to two years to make a successful sale in Vietnam.Source: U.S. International Trade Administration (31 Mar 2026) · U.S. International Trade Administration (26 Mar 2026)

Plan for price pressure as well: typical Vietnamese meals cost US$2–3, a third to a quarter of a foreign franchise meal, according to the same guide.Source: U.S. International Trade Administration (31 Mar 2026)