Best Investment & Business Structuring Lawyers in Hoi An

1. About Investment & Business Structuring Law in Hoi An, Vietnam

Investment and business structuring law in Hoi An governs how individuals and entities establish, reorganize, and operate companies within the city and its broader provincial context. The framework covers corporate forms, foreign investment, licensing requirements, and capital flow, including repatriation of profits. It also addresses land use, licensing for tourism and hospitality projects, and compliance with local authorities in Quang Nam Province.

Hoi An's regulatory environment aligns with national reforms that aim to simplify investment procedures while preserving land use and environmental standards. Investors typically must navigate both national statutes and local implementation regulations issued by Quang Nam Province and Hoi An authorities. A structured approach to structuring a business helps minimize licensing delays and reduces the risk of future disputes.

Effective compliance depends on understanding required documents, approved project scopes, and milestones for investment registration, enterprise establishment, and subsequent operations. Hiring a legal counsel familiar with Quang Nam local procedures can shorten timelines and improve project outcomes. Recent shifts emphasize clearer investment classifications, transparent licensing steps, and a formal framework for cross-border investments.

Key national reforms in 2020-2021 established clearer procedures for Investment Registration and corporate structuring in Vietnam. Source: MOJ VBPL and MPI guidance on investment framework.

For practical guidance, Vietnamese authorities at the national and provincial levels publish interpretable procedures and checklists. The Ministry of Justice maintains an official policy portal, and the Ministry of Planning and Investment oversees licensing and investment approvals at the national level. See official sources for up-to-date procedural details.

2. Why You May Need a Lawyer

• Setting up a tourism or hospitality project in Hoi An requires a compliant investment registration, land use rights alignment, and a tourism-related environmental assessment. A lawyer can map the project to the Law on Investment and the Land Law, coordinating with Quang Nam authorities to avoid delays.
• Converting a Vietnamese LLC into a Joint Stock Company (JSC) for equity fundraising or a potential sale requires precise articles of association, stock issuance rules, and regulatory approvals. An attorney ensures the conversion complies with the Enterprise Law and related decrees.
• Structuring a foreign investor’s entry into a local partner venture involves negotiating a joint venture agreement, capital contribution schedules, and governance rights. Legal counsel can draft and review the JV agreement to align with national and provincial requirements.
• Transferring or transferring back foreign investment capital demands compliance with foreign exchange regulations, transfer pricing considerations, and remittance approvals. A lawyer helps prepare the required documentation and liaises with the State Bank of Vietnam and MoF guidance where applicable.
• Handling land use rights and lease arrangements for a property-based project in Hoi An requires an understanding of Land Law and local land-use certificates. An attorney can verify land use rights and prepare lease/transfer agreements to prevent disputes with authorities or neighboring landowners.
• Resolving a licensing or permit dispute with local authorities when a project faces delays or regulatory objections. A legal professional can file appeals, prepare administrative records, and represent you in negotiations or hearings.

3. Local Laws Overview

Vietnam relies on a layered framework for Investment and Business Structuring, with two core national statutes guiding investment and corporate activity, plus local land and construction regimes applicable in Hoi An and Quang Nam Province.

Law on Investment (as amended in 2020) governs foreign and domestic investment forms, licensing pathways, and investment incentives. It provides the umbrella for project registration, capital contribution, and project modification. Recent updates clarified eligibility and streamlined procedures for investment registration at local levels. For official text and guidance, consult the MOJ investment resources and MPI guidance portals.

“The Investment Law and its implementing regulations establish the framework for foreign and domestic investment activities, including licensing, incentive regimes, and repatriation rules.” - Ministry of Justice official guidance

Ministry of Planning and Investment (MPI) provides the central guidance on investment registration, licensing categories, and investor eligibility, including forms and timelines used by provincial authorities such as Quang Nam's Department of Planning and Investment.

Law on Enterprises (as amended in 2020) regulates corporate forms, governance, capital structure, and corporate compliance. It is the primary source for establishing a domestic company in Hoi An, whether a limited liability company (LLC) or joint stock company (JSC). Implementation is supported by implementing decrees and provincial guidance for local registrations.

Land Law (2013, with subsequent amendments) governs land use rights, land leasing, and collateral mechanisms. Land use in Hoi An typically involves long-term leases, certificates of land-use rights, and compliance with zoning and environmental conditions. Investors should verify land status before committing to a site and consult local land authorities for lease arrangements.

For authoritative references on these laws, use official government sources such as the MOJ VBPL portal and the MPI website. Local procedures for Quang Nam Province and Hoi An may be published by the Department of Planning and Investment and the City/Province People’s Committee websites.

4. Frequently Asked Questions

What is the difference between an LLC and a Joint Stock Company in Vietnam?

An LLC limits liability to contributed capital and has limited transferability of ownership, while a Joint Stock Company allows share-based ownership and easier equity transfers. The Enterprise Law guides these distinctions and capital requirements.

How do I start the investment licensing process for a project in Hoi An?

Prepare project descriptions, land status, and investor information, then submit to the local Department of Planning and Investment for feedback and licensing steps under the Law on Investment. Expect a multi-stage review with possible comments and adjustments.

What documents are required to register a new investment project in Quang Nam?

Typical documents include the business registration certificate, project feasibility study, land use rights documents, and corporate governance details. Local authorities may require environmental and labor impact assessments depending on project scope.

How long does it take to obtain an Investment Registration Certificate in the region?

Timelines vary by project complexity but commonly range from 30 to 90 days after submission, assuming complete documentation and no regulatory objections. Provincial reviewers may add steps for site verification or environmental clearance.

Do I need a Vietnamese partner to invest in land or tourism projects?

Land ownership in Vietnam is restricted for foreigners, but long-term land use rights and lease arrangements are permissible with local involvement and regulatory approvals. A local partner can facilitate licensing and compliance steps.

What is the process to convert a foreign-owned entity into a local JV in Hoi An?

The process generally involves restructuring ownership, updating enterprise registrations, and obtaining regulatory approvals for changes in control. Legal counsel helps prepare amending documents and coordinates with authorities.

Can a foreigner own shares in a Vietnamese enterprise in Hoi An?

Foreign ownership is allowed within the limits set by the Law on Investment and related decrees, subject to sector-specific restrictions and licensing. Share transfers require proper documentation and corporate approvals.

How much does it cost to hire a lawyer for investment structuring in Hoi An?

Costs depend on project scope, entity type, and service level. Typical engagements include due diligence, document drafting, and negotiations, with hourly rates or fixed fees for defined services.

What’s the timeline for establishing an LLC for a local business in Quang Nam?

From initial consultation to registration, expect 2-6 weeks if documents are complete and no regulatory holds exist. Complex projects may extend to 8-12 weeks.

Is there a specific permit for tourism investment in Hoi An?

Tourism projects may require licenses tied to investment classification, land use, and environmental compliance. Local authorities will specify the exact permits needed for a given project.

Do I need environmental impact assessment for hotel development in Hoi An?

Yes, depending on project size and location, an environmental impact assessment may be required. The assessment is typically part of the licensing package submitted to local authorities.

What steps should I take if a licensing decision is delayed?

Obtain the official feedback letter, consult the supervising authority, and prepare a formal response addressing all concerns. A lawyer can facilitate meetings and ensure timely resubmission or appeal if needed.

5. Additional Resources

• Ministry of Justice (MOJ) - VBPL portal - Official repository of Vietnamese legal documents, including Investment and Enterprises laws and their implementing regulations. https://vbpl.moj.gov.vn/
• Ministry of Planning and Investment (MPI) - Central guidance on investment licensing, project classifications, and investor eligibility. https://www.mpi.gov.vn/
• Quang Nam Department of Planning and Investment - Local authority responsible for provincial investment registration and licensing processes in Hoi An and surrounding districts. https://dpi.quangnam.gov.vn/

6. Next Steps

1. Define your project scope and structure goals (ownership, governance, and capital). Create a concise investment memo to share with potential counsel.
2. Gather key documents (valid passports, business licenses, land use rights certificates, project descriptions, and proposed timelines). Prepare local language translations as needed.
3. Identify a Vietnam-focused investment and corporate structuring lawyer with experience in Quang Nam and Hoi An. Request case studies and practical timelines for similar projects.
4. Arrange an initial consultation to map the regulatory steps, licensing requirements, and document checkpoints for your project. Agree on a scope of work and fee structure.
5. Draft and review the draft Investment Registration Certificate application, JV agreements, and corporate amendments with your lawyer. Ensure alignment with national and provincial regulations.
6. Submit paperwork through the Quang Nam DPI and appropriate provincial channels, tracking milestones and addressing any regulator feedback promptly.
7. Finalize all licenses and establish corporate registrations, then implement ongoing compliance and annual filing schedules with local authorities.