In recent years, Vietnam has emerged as an attractive destination for foreign direct investment (FDI), particularly in the field of integrated shopping-entertainment centers, which combine shopping complexes, dining, cinemas, entertainment zones, and public amenities in a single space. The strong development of the middle class, rapid urbanization, and modern consumer-entertainment demands have opened up significant opportunities for foreign investors.

Integrated shopping malls are not only destinations for shopping, but also become the “heart” of urban areas, where economy, culture, and society intersect. According to data from the Ministry of Planning and Investment, Vietnam currently attracts billions of USD in FDI in this sector, with projects of integrated shopping-entertainment centers accounting for an increasing share.

Reasons Vietnam Attracts FDI Investors in the Commerce-Entertainment Sector

Some of the factors that make Vietnam a “golden land” for FDI projects in this field include:

A young, dynamic consumer market: Vietnam has more than 100 million people, of whom about 70% are of working age, ready to spend on entertainment and shopping.
Improved investment environment: The Investment Law 2020 and the Enterprise Law 2020 have expanded rights for foreign investors, shortened licensing time, and facilitated administrative procedures.
Incentive policies and land funds for new urban development: The government encourages development of mixed-use models, allowing combination of retail, offices, hotels, and entertainment in a single project.
Strong urban infrastructure development: Metro systems, highways, and airports are being expanded, helping integrated shopping-entertainment center projects to be more easily accessible to consumers.

However, to invest effectively, FDI investors need to clearly understand the legal framework as well as potential risks during the execution of projects in Vietnam.

Important Legal Issues When Investing in Integrated Shopping-Entertainment Centers in Vietnam

FDI investment in the integrated shopping-entertainment center sector not only requires large capital but also a tight legal strategy. Understanding regulations on land, construction, investment, and commercial‐entertainment services is a key factor to ensure smooth operation of the project.

Legal structure and appropriate forms of investment
Foreign investors can choose one of the following common forms:

Establish a foreign-invested enterprise (FDI company): This form allows investors to actively control the project, but requires compliance with ownership ratio regulations, business conditions, and obtaining the Investment Registration Certificate (IRC).
Joint venture with Vietnamese enterprises: Suitable for investors who are not yet deeply familiar with the market and want to leverage advantages in land fund and legal procedures from local partners.
Acquisition or merger (M&A): This is a popular trend nowadays, helping investors quickly access ongoing projects and shorten licensing processes.

Land law and building permits
For integrated shopping-entertainment center projects, land use rights are crucial. Investors should note:

Carefully check land use planning and intended purpose to ensure compatibility with commercial-service types.
Comply with regulations on land transfer, land lease, or capital contribution by land use rights.
Obtain building permits and approvals for environmental impact assessment (EIA), fire prevention and fighting (PCCC), labor safety, etc.

With experience in investment and real estate advisory, DEDICA Law Firm has supported many foreign investors to complete land and construction permit procedures in accordance with the law, ensuring projects are implemented smoothly and with legal safety.

Business licenses and operational conditions
Integrated shopping-entertainment centers are multi‐sector models, which include many conditional activities such as entertainment services, food & beverage, cinemas, children’s play zones, gyms, hotels, etc. Therefore, investors need to:

Register and obtain relevant sub-licenses.
Ensure food hygiene safety, public order, consumer protection, and intellectual property protection in business operations.
Comply with regulations on advertising and commercial promotions.

Optimal Solutions for FDI Investors when Implementing Projects in Vietnam

To have an integrated shopping-entertainment center project operate effectively, investors need a comprehensive legal plan and flexible implementation strategy. Some recommended solutions include:

Legal advice from the pre-investment stage
DEDICA encourages investors to conduct Legal Due Diligence before deciding to cooperate or acquire projects. This process helps assess risks, identify legal status of land fund, existing lease contracts and licences. This is a crucial step to avoid disputes arising later.
Effective investment structure and tax strategy
A successful FDI project needs to be designed with an optimal investment structure, balancing control, profit, and tax obligations. DEDICA provides deep consultancy on profit repatriation tax, investment incentives, corporate income tax exemptions/reductions, as well as legal transfer pricing to help investors optimize costs under Vietnam’s laws.

FDI investment in integrated shopping-entertainment centers in Vietnam is a highly promising opportunity, but it also requires thorough preparation in legal, strategy, and finance. With experience advising hundreds of foreign investors, DEDICA Law Firm is proud to be a reliable legal partner, accompanying enterprises in every stage – from planning, licensing, to operation and expansion.

If you are seeking comprehensive legal guidance for FDI projects in Vietnam, contact DEDICA for the most suitable and effective strategic advice.

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