Vietnam is one of the fastest-growing advertising and digital marketing markets in Southeast Asia. With strong consumer demand, high social-media penetration and increasing Chinese investment in manufacturing, retail and e-commerce, many Chinese groups are asking the same question:

How can we legally establish a Chinese advertising subsidiary in Vietnam?

The answer is: it is possible, but advertising is a conditional sector for foreign investors. A Chinese company cannot simply register a 100% foreign-owned advertising company in Vietnam. Instead, the investment must follow a specific legal structure under Vietnamese law and international commitments.

This article explains how Chinese investors can properly set up an advertising subsidiary in Vietnam, the legal models available, and the step-by-step licensing process according to the latest regulations.

1. Can a Chinese company open a 100% owned advertising subsidiary in Vietnam?

No.
Under Vietnam’s WTO commitments and domestic regulations, advertising services are restricted for foreign investors.

Vietnam allows foreign investors (including Chinese companies) to participate in advertising services only through:

• A joint venture company with a Vietnamese partner; or

• A Business Cooperation Contract (BCC) with a licensed Vietnamese advertising company.

A 100% Chinese-owned advertising company is not permitted, even if the activities are mainly digital or online.

This rule applies regardless of whether the Chinese investor is:

• A parent company setting up a subsidiary; or

• An individual investor from China.

2. What does “advertising subsidiary” mean in the Vietnamese legal context?

In practice, when Chinese investors say they want to open a “subsidiary advertising company” in Vietnam, it usually means one of the following:

Option 1: Joint Venture Advertising Company (Most common)

• A Vietnamese legal entity jointly owned by:

  • A Chinese parent company, and

  • A Vietnamese company already licensed for advertising activities.

• The Vietnamese partner must be involved in advertising services.

• Foreign ownership is allowed, but cannot be 100%.

This structure is most suitable if you want:

• A long-term presence in Vietnam

• Your own brand, staff, office and contracts

• Direct service delivery to Vietnamese clients and FDI companies

Option 2: Business Cooperation Contract (BCC)

• No new company is established.

• The Chinese investor cooperates contractually with a Vietnamese advertising company.

• Revenue, costs and responsibilities are shared as agreed in the BCC.

This structure may work if you:

• Want to test the market first

• Do not need a separate legal entity

• Focus on strategy, clients or cross-border campaigns

3. Key legal regulations governing Chinese advertising investment in Vietnam

Chinese investors setting up an advertising subsidiary in Vietnam must comply with:

• Vietnam’s WTO Schedule of Commitments on Services (Advertising – CPC 871)

• Law on Advertising (as amended and currently effective)

• Law on Investment 2020

• Law on Enterprises 2020

• Regulations on online and cross-border advertising

• Sector-specific content regulations (healthcare, education, real estate, finance, etc.)

These rules are actively enforced, especially for digital advertising, social media campaigns and influencer/KOL marketing.

4. Step-by-step process to set up a Chinese advertising subsidiary in Vietnam

Step 1: Define the advertising business scope clearly

Before licensing, you must clarify:

• Types of services:
  branding, creative, media buying, social media, KOL/KOC marketing, digital performance, cross-border campaigns, etc.

• Target clients:
  Vietnamese brands, Chinese companies in Vietnam, cross-border e-commerce sellers

• Whether you will:

  • Deliver advertising services directly; or

  • Coordinate campaigns jointly with the Vietnamese partner

This affects both licensing approval and contract design.

Step 2: Select a qualified Vietnamese advertising partner

Your Vietnamese partner must:

• Be legally incorporated in Vietnam

• Have advertising services registered in its business lines

• Have a clean compliance record

For joint ventures, you must also agree on:

• Capital contribution ratios

• Management and voting rights

• Profit distribution

• Exit and transfer mechanisms

This stage is critical from a risk-control perspective.

Step 3: Choose the correct investment structure

For a subsidiary-style operation, Chinese investors almost always choose a joint venture.

Step 4: Prepare licensing documents

Typical documents include:

From the Chinese parent company

• Business license / Certificate of incorporation

• Charter / Articles of Association

• Financial statements or bank confirmation
  (All must be legalized and translated into Vietnamese)

From the Vietnamese partner

• Enterprise Registration Certificate

• Charter showing advertising business scope

For the new venture

• Joint Venture Agreement

• Company Charter

• Investment project description

Step 5: Obtain the Investment Registration Certificate (IRC)

The Investment Registration Certificate (IRC) is required for foreign-invested projects.

Authorities will review:

• Compliance with advertising sector restrictions

• Joint-venture structure

• Capital and operational feasibility

Only after the IRC is granted can the enterprise be registered.

Step 6: Obtain the Enterprise Registration Certificate (ERC)

The Enterprise Registration Certificate (ERC) legally establishes the joint venture company.

It records:

• Company name

• Registered address

• Business lines (including advertising)

• Legal representatives

• Capital structure

At this point, the advertising subsidiary legally exists.

Step 7: Complete post-licensing procedures

After establishment, the company must complete:

• Tax registration and initial tax filings

• Bank account opening and capital contribution

• Digital signature and e-invoice registration

• Labor compliance and social insurance (if employees are hired)

Without these steps, the company cannot legally operate.

Step 8: Ensure advertising and content compliance

Chinese-invested advertising subsidiaries must strictly comply with:

• Content restrictions under Vietnamese law

• Rules on online and cross-border advertising

• Intellectual property usage (images, music, fonts, software)

• Data protection and cybersecurity regulations

Violations may lead to:

• Fines

• Forced removal of advertising content

• Suspension of advertising activities

5. Common mistakes Chinese investors should avoid

1. Using nominee structures to disguise foreign ownership

2. Ignoring advertising sector restrictions at planning stage

3. Unclear JV governance and exit clauses

4. Underestimating compliance risks in digital advertising

These issues often lead to disputes or regulatory penalties.

6. How DEDICA Law Firm can support your advertising subsidiary in Vietnam

DEDICA Law Firm, based in Ho Chi Minh City, regularly assists Chinese investors in regulated service sectors, including advertising and digital marketing.

We provide:

• Legal feasibility analysis for Chinese advertising projects

• Structuring advice (JV vs. BCC)

• Drafting and negotiation of joint-venture and cooperation agreements

• Full licensing: IRC, ERC and post-licensing procedures

• Ongoing compliance for advertising, digital content and cross-border campaigns

Our team works in English, Chinese and Vietnamese, ensuring clear communication throughout the project.

Contact DEDICA Law Firm for Professional Legal Support

📞 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!