How to Set Up an Advertising Company in Vietnam for Foreign Investors

09/12/2025

Table of Contents

Are you planning to establish an advertising company in Vietnam but unsure whether foreign investors are allowed full ownership or what legal procedures apply? Vietnam’s advertising industry is expanding rapidly—but it remains a conditional sector for foreign investors. This comprehensive guide (updated to 2025) explains the legal framework, required investment procedures, and strategic solutions to help foreign investors enter the Vietnamese advertising market safely and effectively.

1. Understanding the Legal Framework for Foreign-Invested Advertising Companies

Before starting a business in advertising, foreign investors must understand the regulatory barriers, ownership restrictions, and documentation requirements imposed by Vietnam’s investment and advertising laws. These requirements determine whether your application is approved or rejected.

1.1. Advertising Services as a Conditional Sector for Foreign Investors

Under Vietnam’s WTO Commitments, advertising services fall under CPC 871, categorized as a conditional business line. This means Vietnam allows foreign participation, but not without special restrictions.

Most importantly:

  • Foreign investors are NOT permitted to establish a 100% foreign-owned advertising company.

  • They must cooperate with a Vietnamese entity through a joint venture or a Business Cooperation Contract (BCC).

This limitation aims to ensure cultural consistency, protect national communication channels, and maintain compliance with Vietnam’s Advertising Law.

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1.2. Ownership Structure and Capital Contribution Rules

While 100% foreign ownership is prohibited, Vietnam has removed fixed caps on the maximum percentage of foreign contributions. Therefore:

  • A foreign investor can hold a majority stake—up to 99.99%,

  • As long as at least one Vietnamese shareholder remains.

This structure allows the foreign investor to maintain managerial control while still meeting regulatory conditions. However, the Vietnamese partner must be carefully selected, as they will participate in key corporate governance decisions and can affect the company’s legal standing.

1.3. Key Legal Conditions for Market Entry

To operate legally in advertising activities, a foreign-invested enterprise must:

  • Register business lines corresponding to VISC Code 7310 (Advertising Services).

  • Comply with prohibitions and restrictions under Vietnam’s Advertising Law.

  • Provide legalized foreign documents (if the investor is an overseas entity).

  • Maintain Vietnamese-language contracts and documents where required by law.

Failure to satisfy any of these conditions may result in delayed approvals or outright rejection.

2. Step-by-Step Procedures for Establishing an Advertising Joint Venture in Vietnam

Establishing a foreign-invested advertising company involves more steps than forming a regular domestic enterprise. The process typically includes obtaining investment approval, establishing the joint venture structure, and registering advertising activities.

Step 1 – Obtaining the Investment Registration Certificate (IRC)

The IRC is mandatory for all foreign-invested projects. The application requires:

  • A detailed investment proposal

  • Description of advertising services to be provided

  • Proof of financial capacity

  • Legal documents of foreign investors (passport or corporate charter)

  • Office lease agreement or proof of intended business location

All foreign documents must be notarized, consular legalized, and translated into Vietnamese.
Processing time typically ranges from 15–20 working days, though complex advertising projects may require further explanation or revision.

Step 2 – Forming a Joint Venture or Signing a Business Cooperation Contract (BCC)

Because 100% foreign ownership is not allowed, foreign investors must choose between:

1. A Joint Venture (JV) Company

  • Both the foreign investor and the Vietnamese partner contribute capital.

  • A new legal entity is formed.

  • Voting power and management rights depend on capital ratio and internal bylaws.

  • This is the most common model for advertising services.

2. A Business Cooperation Contract (BCC)

  • No new legal entity is created.

  • The Vietnamese partner remains the legal representative.

  • Foreign investors share profits, risks, and obligations through a contractual framework.

  • Suitable for investors who prefer flexibility or who are testing the Vietnamese market.

Choosing the right structure depends on your long-term business strategy, desired level of control, and financial commitments.

Step 3 – Enterprise Registration Certificate (ERC) and Post-Licensing Procedures

After IRC approval, the investor proceeds with:

  • ERC / Business Registration Certificate issuance

  • Carving and registering the company seal

  • Publishing the business registration information

  • Opening capital and operating bank accounts

  • Registering initial tax declarations

  • Signing labor contracts and registering employees

Only after completing these steps can the joint venture legally begin operations.

Step 4 – Registering Advertising Business Lines and Compliance Requirements

To conduct advertising activities, the company must ensure:

  • Registration of VISC 7310 (Corresponding to CPC 871)

  • Compliance with sector-specific rules:

    • Content must not violate Vietnamese cultural, ethical, or political standards

    • Some products/services cannot be advertised (tobacco, strong liquor…)

    • Certain advertising forms require prior approval from authorities

Foreign investors often underestimate compliance in this phase, leading to penalties or suspended operations.

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3. Practical Risks, Strategic Solutions, and Why DEDICA Law Is the Trusted Advisor for Foreign Investors

Setting up an advertising company in Vietnam is not only about submitting documents—it requires strategic planning, compliance awareness, and long-term operational foresight.

3.1. Common Risks Foreign Investors Often Face

Foreign investors frequently encounter:

  • Rejection of licensing applications due to misunderstanding ownership restrictions

  • Unreliable Vietnamese partners, leading to internal disputes

  • Improper business line registration, resulting in illegal operations

  • Slow or incomplete legalization of foreign documents

  • Non-compliance with advertising content regulations, exposing the company to significant fines

Many investors only discover these issues after investing considerable time and money.

3.2. How DEDICA Law Helps Foreign Investors Minimize Legal Risks

DEDICA Law accompanies clients throughout the entire lifecycle of investment. Our services include:

  • Conducting due diligence on potential Vietnamese partners

  • Structuring capital contributions to maximize foreign investor control

  • Drafting Joint Venture Contracts and BCC agreements that protect foreign investor interests

  • Preparing and submitting IRC & ERC applications

  • Registering compliant business lines and advising on advertising activities

  • Providing ongoing legal support for corporate governance, tax compliance, and labor matters

Our team includes lawyers with extensive experience in international firms and multinational corporations, giving us a strong advantage in handling foreign-invested projects with professionalism and efficiency.

3.3. Why Foreign Investors Choose DEDICA Law

  • Deep knowledge of foreign investment regulations

  • Practical understanding of Vietnam’s advertising market

  • Transparent communication and predictable legal fees

  • Strong capability in negotiating with Vietnamese partners

  • Strategic, business-oriented legal advice—not just paperwork support

By working with DEDICA Law, foreign investors ensure their advertising company is built on a strong, lawful, and sustainable foundation.

4. Conclusion 

Vietnam offers tremendous opportunities for foreign investors in the advertising industry, driven by rapid digital transformation, expanding consumer markets, and increasing demand for creative marketing solutions.

However, because advertising is a conditional sector, foreign investors must carefully follow the investment procedures, choose the right partnership model, and comply with Vietnam’s Advertising Law. A strategic legal advisor can make the difference between a successful market entry and a costly mistake.

Are you planning to establish an advertising company in Vietnam?
Let DEDICA Law support you with a complete, reliable, and legally compliant setup process tailored to foreign investors.

Contact DEDICA Law Firm for Professional Legal Support

📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)

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