Franchising & Distribution

Franchising into Vietnam requires registration before the first outlet opens, and distribution by a foreign-invested company requires a trading licence. Both are frequently discovered too late, after commercial terms have already been agreed.

Wise Counsel advises franchisors, franchisees, suppliers and distributors on structuring and documenting their arrangements in Vietnam.

What we help with

• Franchise registration with the competent authority before market entry
• Drafting franchise, master franchise and area development agreements
• Advising on disclosure obligations to prospective franchisees
• Trading licences for foreign-invested distributors and retailers
• Drafting distribution, agency and exclusive supply agreements
• Advising on territory exclusivity, minimum purchase and termination rights
• Brand protection, quality standards and audit rights within the network
• Advising on resale price restrictions and competition law limits

Setting a resale price for your distributors is a competition risk, not just a commercial choice. We flag those limits before the agreement is signed.