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Vietnam has become an attractive destination for foreign investors, entrepreneurs, and professionals seeking business opportunities. Many foreigners invest in Vietnamese companies by purchasing shares or capital contributions, either directly or through local partners.
However, not all investments go as planned. In practice, foreign individuals and companies are sometimes deceived during share acquisition transactions, resulting in financial losses, loss of control, or complete inability to enforce ownership rights.
When this happens, a critical question arises:
What should foreigners do if they are defrauded when buying shares in Vietnam?
Foreign investors are particularly vulnerable to certain risks due to language barriers, unfamiliarity with Vietnamese law, and reliance on local intermediaries.
Common fraudulent scenarios include:
Purchasing shares from individuals who are not the lawful owners
Paying for shares that are never properly transferred
Being excluded from management despite capital contribution
Fake or manipulated company financials
Hidden debts or legal disputes not disclosed before the transaction
Side agreements that contradict official corporate documents
In many cases, the transaction appears legitimate on the surface, but critical legal steps are intentionally omitted or misrepresented.
Share acquisition disputes in Vietnam are not simple commercial disagreements. They often involve overlapping issues of:
Corporate law
Civil liability
Criminal fraud
Foreign investment regulations
Foreign investors may mistakenly assume that payment alone secures ownership. Under Vietnamese law, ownership of shares or capital is only recognized when legal transfer procedures are completed.
Without proper legal compliance, even fully paid investments may not be legally protected.
If fraud is suspected, the first step is to immediately stop any further payments or commitments.
Many victims worsen their losses by:
Continuing to pay based on promises
Accepting informal explanations
Waiting too long to seek legal advice
Early legal intervention significantly improves the chances of recovery.
A proper legal review should determine:
Whether the seller legally owned the shares
Whether the share transfer was registered correctly
Whether changes were recorded with authorities
Whether the investor’s name appears in official corporate records
Vietnamese corporate records, not private agreements, determine legal ownership.
This step often reveals whether the issue is a civil dispute or a potential criminal matter.
If the dispute concerns:
Breach of share transfer agreement
Failure to register ownership
Misrepresentation of company status
Then civil litigation or arbitration may be appropriate.
Civil actions may allow the investor to:
Recover invested funds
Claim damages
Enforce share ownership
Cancel the transaction
However, civil proceedings require strong documentation and evidence.
In cases involving:
Fake sellers
Forged documents
Intentional deception
Misappropriation of funds
A criminal complaint may be warranted.
Criminal proceedings can:
Apply strong pressure on wrongdoers
Freeze assets
Support recovery through restitution
However, criminal cases require clear evidence of fraudulent intent—not merely business failure.
Choosing the wrong approach can delay resolution or weaken legal position.
Foreign investors often lose share fraud cases because:
Legal steps were skipped at the acquisition stage
Transactions relied on trust rather than compliance
Evidence was informal or incomplete
Legal action was taken too late
Vietnamese courts and authorities rely heavily on formal legal records. Verbal assurances or informal agreements carry little weight.
Vietnamese law imposes limitation periods for both civil and criminal actions.
Delaying action may result in:
Loss of legal rights
Difficulty collecting evidence
Asset dissipation by the wrongdoer
Early legal assessment is essential to preserve available remedies.
Some foreigners attempt to resolve disputes by:
Negotiating directly without legal guidance
Filing complaints without proper legal structure
Relying on non-lawyer intermediaries
These approaches often backfire and weaken future legal claims.
Cross-border investment disputes require local legal expertise combined with international communication capability.
For foreign clients, the key is not just finding a lawyer—but finding a law firm that:
Understands Vietnamese corporate and criminal law
Has experience working with international clients
Communicates clearly in English (and other languages)
Understands cultural and commercial expectations
Miscommunication or misunderstanding can derail even strong cases.
Many share fraud cases could have been avoided through:
Legal due diligence before payment
Proper share transfer documentation
Registration with authorities
Ongoing legal support after investment
Preventive legal advice is far less costly than dispute resolution.
DEDICA provides legal services for foreign individuals and foreign-owned businesses in Vietnam, with extensive experience handling disputes involving share acquisition fraud.
DEDICA assists clients by:
Reviewing share acquisition transactions
Verifying legal ownership and corporate records
Advising on civil and criminal remedies
Representing clients before Vietnamese courts and authorities
Communicating clearly in English and other languages
DEDICA understands the concerns of international clients and focuses on practical recovery strategies, not unnecessary escalation.
Being defrauded when purchasing shares in Vietnam is a serious situation—but it is not hopeless.
The key factors are:
Acting quickly
Choosing the correct legal approach
Working with a law firm experienced in international cases
With proper legal support, foreign investors may recover funds, enforce rights, or prevent further losses.
📞 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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