Going Global: A Founder Guide to Vietnamese Franchise Law in 2026

If you are a foreign brand thinking about franchising into Vietnam, here are the things you absolutely must know.

Vietnam mandates a minimum 15 working days between franchise disclosure and contract signing under Decree 35/2006/ND-CP and Commercial Law 2005 (Articles 284–291). Unlike the United States where the FTC Franchise Rule mandates a 14-calendar-day waiting window, Vietnam requires franchisors to provide prospective franchisees with a disclosure document at least 15 working days before the franchise agreement is signed, as mandated under Decree 35/2006/ND-CP implementing the Commercial Law 2005. You can disclose on Monday and sign on Tuesday.

Foreign franchisors must register with the Ministry of Industry and Trade (MoIT) before any commercial franchising activity, and you must have operated the franchised business model for at least 1 year before becoming eligible.

Tax considerations: Vietnam levies a 10% withholding tax on royalties paid to foreign franchisors under its Foreign Contractor Tax regime (Circular 103/2014/TT-BTC), subject to reduction under an applicable double tax treaty., with no treaty relief available. Make sure your structure accounts for this.

Compare to Malaysia: Malaysia raised its Service Tax to 8% in 2024 and requires franchise registration with MEDAC. Indonesia has specific franchise regulations under Government Regulation No. 35/2024, which requires franchisors to register a franchise prospectus with the Ministry of Trade and comply with local content and disclosure requirements.

Get local counsel before you sign anything.