Vietnam’s advertising and digital marketing market has grown strongly thanks to rapid GDP growth, a young population and high social media penetration. This creates real demand for professional agencies, especially those who understand both Vietnamese and Chinese consumers.
However, unlike many other service sectors, advertising is still a “conditional” sector for foreign investors. Under Vietnam’s WTO Schedule of Commitments (CPC 871 – advertising services), foreign service suppliers are only allowed to provide advertising services in Vietnam through a joint venture or a business cooperation contract (BCC) with a Vietnamese partner licensed to do advertising. 100% foreign-owned advertising companies are not permitted.
The Law on Advertising 2012 (recently amended in 2025) and guiding decrees also contain detailed rules on who may provide advertising services and how foreign organizations may cooperate with Vietnamese providers, including stricter controls over online and cross-border advertising.
For Chinese investors, this means you can enter the Vietnamese advertising market – but you must choose the right legal structure and follow a clear licensing roadmap.
When a Chinese investor wants to “open an advertising company” in Vietnam, in practice you are entering one of the following models:
Joint venture company
A new Vietnamese enterprise jointly owned by a Chinese investor and a Vietnamese partner who is already licensed for advertising services.
No fixed cap on foreign capital, but foreign ownership cannot reach 100% in this sector.
Business Cooperation Contract (BCC)
A contractual cooperation between the Chinese investor and a Vietnamese advertising company without establishing a new legal entity.
Profits and risks are allocated according to the contract; the Vietnamese partner remains the licensed service provider.
Cross-border online advertising without local company
Foreign platforms (e.g. global tech companies) providing cross-border advertising services into Vietnam must comply with Decree 70/2021/ND-CP and the Advertising Law, including content control and obligations to cooperate with Vietnamese authorities.
This model is more suitable for large technology companies than for typical Chinese SME agencies.
Most Chinese investors who want a long-term presence, local staff and direct client servicing in Vietnam will choose (1) a joint venture company or (2) a BCC with a Vietnamese advertising partner.
Below is a practical roadmap designed for Chinese investors. The steps are similar for both joint ventures and BCCs, but some documents differ.
Before touching any paperwork, you should define:
Target clients: Vietnamese brands, Chinese companies in Vietnam, cross-border e-commerce, etc.
Services: branding, media buying, KOL/KOC management, social media, digital performance, OOH, creative production, etc.
Whether you will:
Provide full-service advertising in Vietnam; or
Focus on digital marketing / cross-border campaigns (e.g. helping Chinese brands localize for Vietnam).
This will determine the exact business lines to be registered under Vietnam’s business classification and whether any additional licenses (e.g. for online platforms, content, TV/OOH production) may be needed later.
Option A – Joint venture advertising company
Pros:
Clear corporate structure, separate legal entity.
Easier to build brand, hire staff, sign contracts, rent office.
Cons:
Longer and more complex licensing process (Investment Registration Certificate + Enterprise Registration Certificate).
Requires capital contribution and joint governance with Vietnamese partner.
Option B – Business Cooperation Contract (BCC)
Pros:
No need to establish a new company; faster to start operation in some cases.
Flexible revenue-sharing mechanism.
Cons:
Clients’ contracts may still be signed by the Vietnamese partner.
Accounting, tax and profit allocation must be carefully designed in the contract.
Legal practice and recent guidance confirm that to engage in advertising services, foreign investors must either establish a JV or sign a BCC with a Vietnamese advertising company; a 100% foreign-owned advertising service company is not allowed.
For Chinese investors, the choice of Vietnamese partner is often the most sensitive issue. You should:
Check that the partner’s enterprise registration already includes “advertising services” or similar business lines.
Review their track record, client portfolio, compliance history.
Negotiate:
Ownership ratio and voting thresholds (for a JV).
Board / legal representative structure.
Profit-sharing mechanism.
Exit mechanism (buy-out, deadlock resolution, non-competition, transfer restrictions).
At this stage, a Shareholders’ Agreement (for JV) or Business Cooperation Contract should be drafted carefully to align with Vietnamese law and your commercial expectations.
Typical document package includes:
For the Chinese investor (company or individual):
Corporate documents (Business Registration Certificate, Articles of Association) or passport for individual investor – notarized and legalized.
Financial statements or bank confirmation showing sufficient financial capacity.
For the Vietnamese partner:
Enterprise Registration Certificate (ERC) and charter showing advertising business lines.
For the new JV company (if any):
Draft Charter.
List of capital contributors / shareholders and capital contribution schedule.
Description of the advertising services and business plan.
All foreign documents must normally be consular legalized and translated into Vietnamese according to Vietnamese regulations on consular legalization and translation.
For a joint venture company, the first key license is the Investment Registration Certificate (IRC) issued by the Department of Planning and Investment (DPI) or relevant authority.
Key points in the IRC application:
Investor information (Chinese investor + Vietnamese partner).
Investment form: establishment of an economic organization (joint venture).
Business activities: clearly describe advertising services in line with CPC 871 and Vietnamese business lines.
Charter capital, project duration, location of headquarters.
The licensing authority will review the project against:
Vietnam’s WTO Schedule of Commitments and other FTAs on advertising services.
The Law on Investment 2020 and related decrees.
If the structure complies (JV with Vietnamese licensed advertising partner, no 100% foreign ownership), the IRC will be issued.
For a pure BCC model, the project may be registered through a BCC registration procedure rather than IRC for a new company, but authorities still review it against the same commitment schedule.
After obtaining the IRC (for JV), you must register the Enterprise Registration Certificate (ERC) to officially establish the company.
Main contents:
Company name (Vietnamese and English).
Head office address in Vietnam.
Business lines (including advertising services).
Legal representative(s), charter capital, shareholders.
Once the ERC is issued, the joint venture advertising company is legally established.
To put the company into real operation, several practical steps are required:
Company seal and public announcement of enterprise information.
Tax registration and initial tax procedures (tax code, tax method, registration of e-invoice and digital signature).
Opening bank accounts in Vietnam and contributing capital on time.
Labor registration, internal labor regulations (if required), social insurance registration for employees.
Office lease contract and fire safety-related obligations, depending on office type and size.
These steps are not specific to advertising, but failure to complete them can lead to administrative fines and difficulties when working with clients or authorities.
For advertising activities, your company must comply with:
Advertising Law 2012 (as amended 2025) and guiding decrees on content restrictions (e.g. prohibited products, forbidden wording, requirements for medical, real estate, educational services, etc.).
Decree 70/2021/ND-CP on cross-border online advertising, if you cooperate with foreign platforms or run cross-border campaigns.
Other sector-specific regulations (e.g. for alcohol, tobacco, medicines, supplements, financial services), if you advertise such products.
You should also build internal procedures for:
Content review and approval.
Data protection and cybersecurity (especially for digital campaigns and tracking).
Intellectual property (using music, images, characters, software, fonts, etc. with proper licenses).
As a foreign-invested enterprise, your advertising JV must also:
Submit regular investment reports and financial statements.
Keep proper contracts with clients, subcontractors, KOLs and influencers.
Update business lines and licenses if your scope expands (e.g. production studio, e-commerce, media platform).
Non-compliance can lead not only to administrative fines but also to suspension of advertising activities.
From practice with Chinese investors entering Vietnam’s advertising and marketing sector, several recurring issues should be highlighted:
“Nominee” structures are risky
Some investors try to bypass the joint-venture rule by using a Vietnamese “nominee” to set up a purely Vietnamese company while all capital comes from China.
This creates high legal risk if discovered and offers weak protection for your investment.
Language and documentation
Authorities require Vietnamese documents; English is often accepted as a supporting language, but Chinese documents must be properly legalized and translated.
Internal documents between Chinese investor and Vietnamese partner should be prepared bilingually (Chinese – English or Chinese – Vietnamese) to avoid misunderstanding.
Clear governance and exit plan
Because 100% foreign ownership is not allowed, it is critical to agree upfront on management rights, dividend policy, deadlock resolution, and exit scenarios.
Online advertising & content control
Chinese investors are often strong in digital platforms but may underestimate Vietnam’s specific content rules and the power of regulators to remove unlawful ads or sanction advertisers and publishers.
Working with a local law firm familiar with both Vietnamese law and Chinese investors’ expectations helps avoid costly mistakes at the structuring stage.
DEDICA Law Firm is based in Ho Chi Minh City and regularly advises foreign investors – including many Chinese companies – on setting up and operating in regulated sectors such as advertising, media and digital content.
For Chinese-invested advertising companies, DEDICA can assist with:
Feasibility check of your intended business model against Vietnam’s WTO/FTA commitments and current advertising regulations.
Choosing the optimal structure (JV vs. BCC) and designing a practical cooperation model with your Vietnamese partner.
Drafting and negotiating the Joint Venture Agreement, BCC, company charter and other key documents in Chinese, English and Vietnamese.
Handling the full licensing process: IRC, ERC and post-licensing procedures.
Setting up compliance frameworks for advertising content, KOL/influencer cooperation, online campaigns and data protection in Vietnam.
Ongoing legal support for contracts, disputes and regulatory inspections.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
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Contact us today for a free initial consultation with our experienced lawyers!
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