How can foreign investors legally participate in Vietnam’s fast-growing advertising industry? What forms of investment are permitted, and which structures offer the most control? This in-depth guide explains every legally recognized method for foreign investors to enter Vietnam’s advertising sector, based on the latest regulations and WTO commitments.
Vietnam’s advertising sector has expanded rapidly due to digital transformation, social commerce, and increasing demand for creative branding. However, despite its growth potential, advertising remains a conditional business line, meaning foreign investors cannot freely choose any investment structure they want.
The Law on Advertising, the Law on Investment, and Vietnam’s WTO commitments all regulate how foreign investors may enter the market.
Under Vietnam’s WTO Schedule of Specific Commitments, advertising services fall under CPC 871, allowing foreign participation but only through restricted channels.
Key implications include:
100% foreign-owned advertising companies are not permitted.
Foreign investors must partner with Vietnamese entities in some form.
Market entry is allowed through joint ventures, business cooperation contracts, and certain forms of contractual collaboration.
Vietnam’s approach ensures that domestic entities retain a role in industries that influence public messaging, cultural values, and national communication.
Although 100% foreign ownership is not allowed, Vietnam does not impose a fixed maximum cap. Instead:
Foreign investors may hold up to 99.99% of capital.
A Vietnamese partner must hold at least 1 share or a symbolic capital contribution.
This flexible ownership ratio is attractive to foreign investors because it allows substantial control while remaining fully compliant with local law.
Foreign investors have multiple legally recognized options to engage in advertising activities in Vietnam. Each carries different levels of control, cost, regulatory burden, and strategic value.
A joint-venture company (JV) is the most common and straightforward route for foreign investors because it fully complies with WTO commitments and domestic regulations.
A foreign investor and a Vietnamese partner jointly establish a new legal entity. Although the local partner must hold at least a minor share, the foreign investor may maintain majority control.
Up to 99.99% foreign equity, granting substantial control.
Ability to provide full advertising services under VISC 7310 / CPC 871.
A long-term, scalable structure for building a market presence.
Opportunity to leverage the local partner’s cultural knowledge and networks.
Forming a JV requires obtaining:
An Investment Registration Certificate (IRC)
An Enterprise Registration Certificate (ERC)
These documents confirm investment approval and legal establishment of the entity.
Investors seeking long-term operations, market expansion, and direct control over service quality and brand positioning.
A Business Cooperation Contract is a flexible structure that does not create a new legal entity. Instead, the foreign investor collaborates with a Vietnamese partner under a contractual framework.
The Vietnamese partner provides the legal platform for advertising activities, while the foreign investor contributes capital, technology, or expertise. Revenue is shared according to the contract.
Faster market entry compared to a JV.
Lower upfront legal and administrative costs.
Suitable for investors wanting to test the Vietnamese market before deeper investment.
Useful for specialized advertising collaboration (digital, outdoor, media buying).
The foreign investor does not directly own a company.
Contractual rights must be drafted carefully to prevent disputes.
Less formal control compared to the JV model.
Investors prioritizing speed, flexibility, or project-based cooperation.
Some foreign investors prefer to participate in Vietnam’s advertising industry without establishing a corporate presence.
A foreign investor grants a Vietnamese advertising agency the right to use its brand identity, advertising methodology, marketing technologies, or proprietary tools in exchange for royalties.
Minimal regulatory burden.
No need for IRC or ERC.
No operational risks or compliance exposure.
Easy revenue generation through royalty payments.
No direct participation in local market operations.
Lower control over brand representation and service quality.
Foreign advertising firms or tech companies focusing on brand expansion rather than direct market penetration.
Foreign brands may outsource advertising work to Vietnam-based agencies through standard service contracts.
The foreign investor remains an overseas client while the Vietnamese agency executes advertising campaigns, digital marketing, content production, and related services.
Zero investment procedures.
Zero ownership restrictions.
Useful for foreign companies seeking culturally adapted campaigns.
Low-risk, low-cost approach.
No formal market presence established.
Limited quality control compared to owning or co-owning a company.
Companies testing Vietnam’s consumer market or exploring long-term opportunities.
Selecting the appropriate entry model depends on your strategic goals, risk approach, budget, and expected level of involvement in Vietnam.
Do you want long-term operational control?
Do you require your own brand presence in Vietnam?
Are you willing to partner with a local company?
Do you prefer lower-risk, flexible collaborations?
How important is regulatory compliance vs. speed to market?
Foreign investors commonly choose the JV model for control and scalability, while BCCs and licensing methods are preferred for flexibility or market testing.
Foreign investors often encounter regulatory difficulties due to misunderstanding the legal framework. Common mistakes include:
Assuming 100% foreign ownership is allowed
Selecting an unqualified Vietnamese partner
Submitting incomplete or incorrectly legalized foreign documents
Misinterpreting business line classifications for advertising activities
Ignoring content regulations under the Law on Advertising
Overlooking digital advertising and data-related compliance rules
These issues often delay licensing or create long-term operational risks.
DEDICA Law provides full-spectrum legal support to help foreign investors enter Vietnam’s advertising sector efficiently and safely.
Our services include:
Advising on all legally permitted entry structures
Assessing and verifying suitable Vietnamese partners
Drafting joint-venture agreements and BCC contracts
Preparing IRC and ERC applications
Ensuring compliance with advertising laws and content restrictions
Providing ongoing legal guidance for operations, contracts, and risk management
With years of experience working with foreign investors and multinational agencies, DEDICA Law ensures that every investment is legally secure and strategically sound.
Vietnam offers exciting growth opportunities in advertising, but foreign investors must choose the correct entry method to navigate legal restrictions and optimize business potential. Whether through a joint venture, BCC, licensing arrangement, or service contract, each option carries unique benefits and regulatory considerations.
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Contact us today for a free initial consultation with our experienced lawyers!
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