Franchising allows a business model to scale quickly but often leads to disputes over trademarks, know-how and franchise fees. 7S Law advises on eligibility, drafts franchise agreements and disclosure documents, protects the trademark and handles registration for franchises from abroad into Vietnam.

1. Who this service is for

a) Domestic chains: that want to franchise their model to partners in other provinces and cities.

b) Foreign brands: entering Vietnam through franchising and needing registration with the Ministry of Industry and Trade.

c) Franchisees: that need a review of the agreement, the disclosure document and the franchisor's trademark rights before signing.

d) Vietnamese companies: franchising their business abroad.

2. Scope of work

a) Eligibility and model: franchisor and franchisee conditions; direct franchising, area development, master franchising.

b) Protecting IP assets: reviewing and registering trademarks and copyright before franchising.

c) Agreements and disclosure documents: franchise agreement, legal aspects of the operations manual, franchise disclosure document.

d) Franchise registration: preparing and filing registration with the Ministry of Industry and Trade for franchises from abroad into Vietnam.

e) Negotiation support: joining negotiations and reviewing agreements for franchisees.

The following are quoted separately when required: translation and consular legalisation, company set-up for franchisees and resolution of contract disputes.

See also: Trademark registration, Technology transfer and IP licensing, Legal translation.

3. Process

Step 1. Intake: 7S Law receives information on the model, the trademark, the system and the franchising plan

Step 2. Eligibility review: 7S Law assesses franchising conditions and trademark protection and proposes a structure

Step 3. Drafting: 7S Law drafts the franchise agreement, the disclosure document and supporting documents

Step 4. Registration: 7S Law files the registration with the Ministry of Industry and Trade where required

Step 5. Handover: 7S Law hands over the agreements, the registration result and guidance on reporting obligations

4. Timeline and deliverables

Under Decree No. 35/2006/ND-CP, the Ministry of Industry and Trade considers registration of a franchise from abroad into Vietnam within 5 working days of receiving a complete dossier. Agreements and disclosure documents are usually drafted within 7 to 10 working days.

Note: actual timelines may change if the authority requests supplements or amendments, if documents are provided late or incomplete, or if procedures or laws change.

Deliverables: the franchise agreement, the franchise disclosure document, the registration result (where applicable) and written guidance on obligations.

5. Service fees

Fees are quoted separately according to the scope of each matter, based on the following factors:

Note: Service fees exclude 8% VAT, government fees, translation, certification, consular legalisation and travel expenses. The exact fee is confirmed in a fee proposal before work begins.

For a tailored fee proposal, please call +84 877 523 888 or email lienhe@7slaw.vn.

6. Information we need from you

Enterprise registration certificate of the franchisor; trademark certificates or applications; information on how long the system has operated; proposed commercial terms (initial fee, royalty, territory, term).

7. Legal basis

This service is provided on the basis of the following legal instruments:

a) Commercial Law No. 36/2005/QH11 dated 14 June 2005, effective from 1 January 2006

b) Decree No. 35/2006/ND-CP dated 31 March 2006 detailing the Commercial Law on franchising, as amended by Decree No. 08/2018/ND-CP

c) Law on Intellectual Property No. 50/2005/QH11, as amended, most recently by Law No. 131/2025/QH15 dated 10 December 2025, effective from 1 April 2026

8. About 7S Law

Legal services are provided by CÔNG TY LUẬT TNHH 7S (7S Law Firm), Certificate of Registration of Operation No. 01022306/TP/ĐKHĐ. 7S Law has offices in Hanoi and Ho Chi Minh City, works in Vietnamese and English, and serves Vietnamese companies, foreign-invested enterprises and individuals.

9. Frequently asked questions

a) Does a domestic franchise need to be registered?

No. Under current rules, domestic franchises and franchises from Vietnam abroad do not need registration but are subject to reporting. Franchises from abroad into Vietnam must be registered with the Ministry of Industry and Trade.

b) What conditions must the franchisor meet?

The business system to be franchised must have been in operation for at least one year under the franchising regulations.

c) Can I franchise without a registered trademark?

The risk is very high. 7S Law recommends filing for and obtaining trademark registration first to protect the core asset of the system.

d) What is a franchise disclosure document?

It is a document the franchisor must provide to the prospective franchisee before signing, covering the franchisor, the system, the costs and the rights and obligations of the parties.

10. Contact 7S Law

CÔNG TY LUẬT TNHH 7S (7S Law Firm)
Address: Floors 1-2, Lot E2, Mac Thai To Street, Yen Hoa Ward, Hanoi, Vietnam
Ho Chi Minh City office: 18th Floor, TNR Tower, 180 Nguyen Cong Tru Street, Ben Thanh Ward, Ho Chi Minh City
Hotline: +84 877 523 888 | Email: lienhe@7slaw.vn
Send us your request via the contact page.