Are you a foreign investor exploring opportunities in Vietnam’s booming advertising market? Wondering why Vietnam requires a joint venture structure and what specific conditions must be met before entering this sector? This in-depth guide explains the latest legal requirements, ownership rules, licensing steps, and strategic considerations for establishing a compliant advertising joint venture in Vietnam.
Foreign investors often assume they can freely establish a company in Vietnam, but advertising is a conditional business line where ownership and market access are regulated. Knowing the legal landscape is essential to avoid delays, rejections, or non-compliance penalties.
Under Vietnam’s WTO commitments and the Law on Advertising, advertising services fall under CPC 871, a category that permits foreign participation only under strict conditions.
Key rule:
➡️ Foreign investors are NOT allowed to establish a 100% foreign-owned advertising company in Vietnam.
Instead, foreign investors must enter the market through one of the following structures:
A joint venture with a Vietnamese partner; or
A Business Cooperation Contract (BCC) without forming a new legal entity.
This requirement ensures that advertising activities—an industry closely tied to cultural, social, and political content—remain under partial domestic control.
While Vietnam restricts full foreign ownership, it does not impose a fixed maximum foreign capital ratio. As long as a Vietnamese partner holds at least 1 share or 1% ownership, foreign investors can legally control a majority stake.
Example structures permitted:
99% foreign – 1% Vietnamese
70% foreign – 30% Vietnamese
51% foreign – 49% Vietnamese
This flexibility allows foreign investors to retain strategic control while fulfilling the statutory requirement for Vietnamese participation.
Not every Vietnamese company qualifies as a joint-venture partner in advertising. The local partner must:
Already operate legally in advertising or related media business lines
Possess a valid Enterprise Registration Certificate
Not fall under any ban or restriction related to advertising services
Choosing the wrong partner—such as a shell company or one lacking advertising qualification—will result in licensing rejection.
Once the ownership structure is planned, foreign investors must comply with investment licensing requirements and advertising-specific regulations.
Foreign investors must first obtain an IRC from the Department of Planning and Investment. Required documents include:
Investor’s legal profile
Financial capacity documents
Joint venture structure and capital commitments
Business plan, including type of advertising services
Draft joint venture contract
Office lease agreement
Foreign documents must be notarized, consular legalized, and translated into Vietnamese.
Approval time typically: 15–20 working days, though advertising projects may require clarifications due to sector sensitivity.
After IRC approval, the foreign investor continues to the ERC stage, where the joint venture company is formally established.
The ERC confirms:
Company name and head office
Members or shareholders
Capital contribution ratios
Business lines, including advertising (VISC 7310)
Legal representative
Only companies with properly registered advertising business lines can legally operate.
Advertising is regulated under the Law on Advertising 2012 and related decrees. Depending on the type of advertising, the joint venture may need additional approvals:
Outdoor advertising signs require notification or licensing depending on size and location
TV and radio advertising must comply with media authority regulations
Digital advertising must follow cybersecurity and cross-border data rules
Advertising content must meet Vietnam’s cultural and ethical standards
Products and services prohibited from advertising include:
Tobacco
Strong liquor
Certain prescription drugs
Products targeting infants under 24 months
Failure to comply may lead to fines, content removal, or suspension of business operations.
Foreign investors must contribute capital according to the timeline registered in the IRC and ERC.
Non-compliance can result in:
Administrative penalties
Suspension of the investment project
Forced capital adjustment or dissolution
For credibility and compliance, DEDICA Law often recommends structuring contributions in tranches with clear timelines.
Entering Vietnam’s advertising industry is not only about meeting legal requirements—it requires strategic planning to ensure long-term operational success.
Foreign investors frequently encounter:
Ineligible or unreliable Vietnamese partners, causing licensing failure or disputes
Misinterpretation of foreign ownership rules, leading to rejected applications
Incomplete business line registration, preventing legal operations
Regulatory barriers for advertising content, especially for digital and cross-border ads
Wrong selection of company structure, causing tax inefficiencies or loss of control
These risks increase significantly if the project is handled without specialized legal support.
DEDICA Law provides end-to-end legal solutions tailored specifically for foreign investors in regulated sectors like advertising.
Our support includes:
Comprehensive legal due diligence on Vietnamese partners
Drafting and structuring Joint Venture Contracts that protect investor control
Preparing and submitting IRC & ERC applications
Advising on business lines, compliance, and licensing procedures
Ensuring compliance with Vietnam’s Advertising Law and media regulations
Ongoing legal support for contract review, tax matters, and operational issues
DEDICA Law differentiates itself through its team of lawyers with experience in international law firms and multinational corporations, ensuring global-standard service with local insight.
Proven track record in foreign investment and media sectors
Accurate, updated interpretation of advertising regulations
Practical, business-focused solutions—not just document processing
Transparent timing and fee structure
Strong negotiation capability when working with Vietnamese partners
DEDICA’s goal is to help foreign investors minimize risk, optimize ownership, and enter the Vietnamese market smoothly and sustainably.
Vietnam’s advertising industry is growing rapidly, creating enormous business opportunities for foreign investors. However, due to its classification as a conditional business line, advertising requires foreign investors to enter through a joint venture and comply with strict regulatory conditions.
Understanding ownership rules, partner eligibility, investment procedures, and advertising-specific compliance requirements is essential to avoid costly mistakes.
Are you planning to establish an advertising joint venture in Vietnam?
Let DEDICA Law provide strategic guidance, licensing support, and long-term legal solutions tailored to your investment goals.
📞 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!
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