Vietnam’s advertising and digital marketing sector continues to attract strong interest from foreign investors thanks to rising consumer spending, a fast-growing digital economy and increasing foreign business presence.
However, advertising is a restricted service sector in Vietnam. Foreign investors cannot establish a 100% foreign-owned advertising company. Instead, the law requires cooperation with a Vietnamese advertising partner through a joint venture or a business cooperation contract (BCC).
That leads to a critical question for many investors:
How can you find the right Vietnamese partner to legally set up a foreign-invested advertising company in Vietnam?
This article explains why a Vietnamese partner is required, who can qualify as a partner, and how foreign investors should approach partner selection from a legal and risk-management perspective.
Under Vietnam’s WTO commitments and domestic regulations, advertising services must involve Vietnamese participation. Foreign investors may only operate in this sector through:
A joint-venture company with a Vietnamese advertising enterprise; or
A Business Cooperation Contract (BCC) with a licensed Vietnamese advertising company.
As a result, choosing the right Vietnamese partner is not optional—it is the foundation of a compliant market entry strategy.
Not every Vietnamese company can act as a partner in a foreign-invested advertising project.
A qualified Vietnamese partner should:
Be legally incorporated in Vietnam
Have advertising services registered in its business lines
Be operating in compliance with advertising regulations
Have no serious history of administrative violations in advertising or media
In licensing practice, authorities carefully review the Vietnamese partner’s legal status and actual business activities. A partner that exists “on paper only” significantly increases the risk of rejection or future compliance issues.
Many foreign investors already:
Work with Vietnamese advertising agencies as suppliers
Use local agencies for digital campaigns or brand localization
If so, these relationships can be a starting point—but commercial cooperation does not automatically mean legal suitability. A legal due diligence review is still essential.
Foreign investors often find partners via:
Industry associations and chambers of commerce
Market entry consultants
Legal and accounting firms with local networks
This approach typically yields more reliable candidates than online searches or informal introductions.
Some investors conduct:
Market visits
Meetings with multiple agencies
Pilot cooperation projects
While time-consuming, this allows investors to evaluate not only legal compliance but also cultural fit, management style and operational capability—all critical for long-term joint ventures.
Foreign investors should be cautious if a potential partner:
❌ Has advertising business lines recently added with no real activity
❌ Promises to act as a “nominee” with no involvement in management
❌ Lacks transparent financial records
❌ Avoids written agreements on governance and exit mechanisms
❌ Suggests bypassing licensing rules or “informal solutions”
These are common sources of disputes and regulatory risk in foreign-invested advertising projects.
A new Vietnamese company jointly owned by the foreign investor and Vietnamese partner
Suitable for:
Long-term operations
Hiring employees
Building brand presence
Direct client contracting
This model provides better operational control but requires careful structuring of governance and shareholder rights.
No new legal entity
Advertising services remain under the Vietnamese partner’s license
Foreign investor participates through contractual profit sharing
While faster to implement, BCCs:
Offer less control
Require very detailed contracts to avoid disputes
Regardless of structure, foreign investors should address:
Ownership and voting rights
Management and decision-making authority
Profit and cost sharing
Intellectual property ownership (brands, content, data)
Compliance responsibilities
Exit and dispute resolution mechanisms
In Vietnamese practice, poorly drafted agreements are a leading cause of failed advertising joint ventures.
Before entering into any joint venture or BCC, foreign investors should conduct:
Legal due diligence on the Vietnamese partner
Review of business licenses and operational history
Assessment of compliance with advertising regulations
This step helps avoid:
Partner-related licensing rejections
Future enforcement actions
Costly disputes or forced restructuring
DEDICA Law Firm, based in Ho Chi Minh City, regularly assists foreign investors entering restricted service sectors, including advertising and digital marketing.
Our services include:
Legal feasibility checks under WTO and Vietnamese law
Identifying and legally evaluating potential Vietnamese advertising partners
Structuring joint ventures or BCCs
Drafting and negotiating cooperation agreements
Licensing, post-licensing procedures and ongoing compliance
Our team works in English, Chinese and Vietnamese, ensuring smooth communication between foreign investors and local partners.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
Contact us today for a free initial consultation with our experienced lawyers!
Select a platform to view details
