Vietnam has been one of the most rapidly developing economies in South East Asia over the past decade. With a stable political and legal system, low labor and operating costs, improvements in infrastructure, a young digitally-fluent workforce, a growing middle class, and trade facilitation by the government, the country offers a dynamic market and an attractive destination for investors to participate in the economy. Emerging as a regional industrial powerhouse, GDP growth was averaging approximately 6-7% per year prior to the Covid-19 pandemic. Further, venture capital and private equity (PE) investment in Vietnam reached a new record level prior to the pandemic with 38 Private Equity deals in 2018.

Nevertheless, despite early successes against the disease, Vietnam was overcome by the Delta variant in 2021 and experienced a strict lockdown in the middle of the year. This social and economic freeze lasted almost five months, forcing businesses to halt production and disrupted global supply chains, especially in the South of the country. As such, the post-Covid-19 era has witnessed difficult investment conditions, especially for those involved in exposed sectors (real estate, hospitality, retail, and related supply chains). With similar conditions worldwide, PE firms have often been forced to search for additional capital or write off investments in Vietnam.

However, Vietnam’s fundamental market trends remain strong, and its economy appears set in 2022 to overcome the recent disruption. In fact, not surprisingly, some PE investors have used the difficult business conditions to invest at less expensive rates in the expectation of a rapid post-Covid-19 economic recovery. The areas of real estate, logistics, healthcare, education, manufacturing, supply chain and infrastructure continue to attract significant regional and international interest. Further, venture capital activity, especially in the digital economy, has actually increased as the need for capital to support e-commerce and FinTech start-ups have soared. In fact, in January, 2022, Ho Chi Minh City’s Department of Science and Technology announced that municipal start-ups in the city attracted venture capital funds worth US$1.1 billion in 2021, primarily in information technology (with the city investing $700 million on scientific research and technology).


There have been recent changes to the legal investment landscape of Vietnam, particularly the implementation (Decree 31) of the amended Law on Investment, which came into effect on January 1, 2021. Decree 31 clearly identifies 58 sectors where foreign investors must satisfy strict conditions in order to enter the market and 25 sectors where foreign investment is prohibited. However, beyond these identified sectors, foreign investors will be considered the same as Vietnamese investors with respect to their investment in other business sectors and lines. As such, the new law is considered a significant breakthrough and is expected to attract foreign investment, increase competition and make the process more transparent.

Corporate Counsels is on the cutting edge of the private equity, funds & investment industry in Vietnam offering critical guidance on private equity and venture capital investments and divestments, all forms of buyouts, and strategic advice concerning cross-border M&A, financing, joint ventures, and acquisition restructuring. In addition, as we are a multidisciplinary firm with deep knowledge of a variety of practice areas, we are able to provide legal solutions to meet a wide array of challenges facing you and your business. Our clients include both foreign and domestic private equity institutions, banks, insurance companies, and investment fund managers who rely on Corporate Counsels’ experienced lawyers to assist them in reaching their business objectives.


A sample of the premier services that Corporate Counsels offers to their private equity, funds & investment management clients include:

  • Comprehensive advice concerning acquisition financing and restructuring;
  • Corporate formation and structure;
  • Data protection and privacy;
  • Employment and Labor;
  • Fund formation;
  • Mergers & Acquisitions (M&A)
  • Performance of legal, financial, tax and operational due diligence on target entities;
  • Regulatory compliance, including but not limited to, market access, anti-competition, corporate governance, tax, human resources, and accounting;
  • Structuring transactions and shareholder arrangements;
  • Taxation;