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How to franchise in Vietnam: the 2027 guide

Vietnam has had franchise-specific law since 2006 and a registry of foreign brands that has almost doubled since 2017. This guide takes a foreign franchisor from the first trademark filing to the first store, with the rules, the real timings and the source for each point. It is updated every January.

By the vietnamfranchise.net content team · Content lead: Nguyễn Phi Vân · Last reviewed 9 Oct 2026

331

Foreign brands registered to franchise in Vietnam

Source: Ministry of Industry and Trade — franchise registration figures (data as of 31 Mar 2025). Up from about 170 at the end of 2017 (MOIT via trade.gov). See market data.

The law in one paragraph

Franchising is governed by the Commercial Law 2005, Articles 284 to 291, and by Decree 35/2006/ND-CP, amended by Decree 120/2011 and Decree 08/2018. Foreign franchisors register with the Ministry of Industry and Trade; domestic and outbound franchises report to provincial trade departments.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) · Ministry of Industry and Trade, franchise registration notice (3 Sept 2025)

Seven steps

  1. Step 1File your trademark first →
    Vietnam is first-to-file and registration takes 16–24 months, longer than anything else on this list.Source: Asia IP, Vietnam IP Guide 2025 (S&O IP) (5 Nov 2025)
  2. Step 2Choose a structure →
    Master franchise to a Vietnamese-owned company, joint venture, or your own subsidiary. The choice decides whether retail licensing rules for foreign-invested companies apply.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024)
  3. Step 3Check the one-year rule →
    The business system must have operated for a year before franchising, and MOIT usually applies this to the franchisor company itself.Source: Decree 35/2006 consolidated text, VBHN 15/VBHN-BCT (Ministry of Industry and Trade) (25 Apr 2014) · Tilleke & Gibbins (24 Jul 2018)
  4. Step 4Prepare the disclosure document →
    Give the disclosure document and sample agreement at least 15 working days before signing. No cooling-off period, no minimum term.Source: Decree 35/2006 consolidated text, VBHN 15/VBHN-BCT (Ministry of Industry and Trade) (25 Apr 2014)
  5. Step 5Register with MOIT →
    Foreign franchisors register with the Ministry of Industry and Trade before franchising starts. Five working days by law; up to a month or two in practice; no state fee since 2017.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024) · Tilleke & Gibbins (24 Jul 2018)
  6. Step 6Plan the tax on royalties →
    10% corporate income tax is withheld on royalties paid abroad; VAT is exempt for IP transfers and may be 5% on other royalties. Treaties rarely lower the 10%.Source: PwC Worldwide Tax Summaries (23 Sept 2026)
  7. Step 7If you run stores yourself: Decree 342 →
    From 18 October 2026 a foreign-invested operator needs business and outlet licences, and an Economic Needs Test for additional outlets unless exempt.Source: Vietnam Briefing (Dezan Shira & Associates) (8 Oct 2026) · Baker McKenzie (14 Sept 2026)

A realistic timeline

WhenWhat
Month 0File trademarks in Vietnam. This is the longest lead time (16–24 months), so it starts first.Source: Asia IP, Vietnam IP Guide 2025 (S&O IP) (5 Nov 2025)
Months 0–6Market visits, partner search and due diligence. Expect the full sales cycle to take up to two years.Source: U.S. International Trade Administration (26 Mar 2026)
Months 3–9Choose a structure; prepare the disclosure document and sample agreement in English and Vietnamese; legalise and translate corporate documents.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024)
Months 6–12Register with MOIT: five working days by law, up to a month or two in practice.Source: Vietnam Briefing (Dezan Shira & Associates) (8 May 2024) · Tilleke & Gibbins (24 Jul 2018)
15 working days before signingDeliver the disclosure document and sample agreement to the franchisee.Source: Decree 35/2006 consolidated text, VBHN 15/VBHN-BCT (Ministry of Industry and Trade) (25 Apr 2014)
After signingIf a foreign-invested company runs stores: business and outlet licences under Decree 342, plus an ENT for additional outlets where it applies.Source: Vietnam Briefing (Dezan Shira & Associates) (8 Oct 2026) · VCCI (Vietnam Chamber of Commerce and Industry) (6 Oct 2026)

The market reality

The U.S. International Trade Administration flags four risks for foreign franchise brands: typical Vietnamese meals cost US$2–3, a third to a quarter of a foreign franchise meal; brand loyalty among young consumers is low; good locations in Ho Chi Minh City and Hanoi are hard to find at affordable rents; and intellectual property must be registered and defended.Source: U.S. International Trade Administration (31 Mar 2026)

Opening a single café or restaurant yourself rather than franchising a brand? Read can foreigners open a restaurant in Vietnam. Check the brands already registered in our English registry, and see whether your next outlet needs an Economic Needs Test with the ENT checker. When you are ready to meet partners, brands seeking master franchisees are listed on franchising.vn.

All market-access guides

Guide

MOIT registration

Who must register a franchise with Vietnam's Ministry of Industry and Trade, the dossier, how long it takes, the fee and the fine.

Guide

Disclosure document

When a franchisor must give the disclosure document and sample agreement in Vietnam, what it contains, language, and what Vietnam does not require.

Guide

One-year rule

Vietnam requires a franchise system to operate for a year before franchising. How MOIT applies it to the franchisor company itself.

Guide

Trademarks

Vietnam is first-to-file and trademark registration takes 16–24 months. Why franchisors should file before anything else, and what squatting looks like.

Guide

Royalty tax

Vietnam withholds 10% corporate income tax on royalties paid abroad; VAT depends on how the fee is characterised. Why tax treaties rarely lower the rate.

Guide

Choosing a structure

Master franchise, joint venture or own subsidiary: how registration, the one-year rule and Decree 342 apply to each route into Vietnam.

Frequently asked questions

Is franchising regulated in Vietnam?

Yes. The Commercial Law 2005 (Articles 284–291) and Decree 35/2006/ND-CP, amended by Decree 120/2011 and Decree 08/2018, govern franchising.

Do foreign franchisors need to register in Vietnam?

Yes. Franchises coming into Vietnam from abroad must be registered with the Ministry of Industry and Trade before franchising starts.

How long does it take to franchise into Vietnam?

Trademark registration alone typically takes 16–24 months, and the U.S. International Trade Administration says a successful sale can take up to two years. MOIT registration is quicker: five working days by law, up to one or two months in practice.

How much does franchise registration cost in Vietnam?

There has been no state fee since 2017. Costs are for legalisation, translation and advisers.

What tax applies to franchise royalties paid out of Vietnam?

10% corporate income tax under the foreign contractor tax. VAT is exempt for IP transfers; other royalties may attract 5%.

Can a new company be the franchisor in Vietnam?

Usually not if it has operated for less than a year: MOIT generally applies the one-year rule to the franchisor entity.

Does Vietnam require a cooling-off period for franchisees?

No. Vietnam sets no cooling-off period and no minimum franchise term.

Does Decree 342/2026 change how franchises are registered?

No. It governs goods trading and retail licences for foreign-invested companies. It matters if a foreign-invested company runs the stores.

Sources