1. What is advertising? What is an advertising company?

Clause 1, Article 2 of the 2012 Law on Advertising provides: “Advertising means the use of means to introduce to the public profit-making products, goods, and services; non-profit products and services; and organizations and individuals engaged in the business of the introduced products, goods, and services, excluding news; social policies; and personal information.”

Accordingly, an advertising company (also referred to as an advertising service provider under clause 6, Article 2 of the 2012 Law on Advertising) is an organization that engages in the business of advertising services, performing one, several, or all stages of the advertising process under an advertising service contract with organizations or individuals that wish to advertise their products, goods, services, or themselves.

2. Are foreigners allowed to establish advertising companies in Vietnam?

The answer is: Yes

Foreign investors are allowed to establish an advertising service company in Vietnam. However, in addition to the general market access conditions applicable to foreign investors in Vietnam, they must also comply with specific requirements regarding the business form, investment method, and ownership ratio in the enterprise as prescribed by Vietnamese law. Specifically:

According to Regulations in WTO Schedule:

• Allowed to establish a joint venture or enter into a business cooperation contract with a Vietnamese partner that is licensed to provide advertising services.
• There is no restriction on the foreign ownership ratio in the joint venture.

According to the 2012 Law on Advertising:

• Allowed to cooperate and invest with Vietnamese advertising service providers in the form of joint ventures and business cooperation contracts;
• Must comply with legal regulations on investment.

Thus, foreign investors are allowed to establish an advertising company in Vietnam, but must do so in the form of a joint venture with a Vietnamese partner that is licensed to provide advertising services. The foreign ownership ratio must be less than 100%.

3. List of products, goods, and services prohibited from advertising in Vietnam

A successful advertising campaign relies not only on a creative strategy but also on strict compliance with legal regulations. For foreign investors entering Vietnam’s advertising market, in addition to meeting the investment form requirements, it is especially important to pay close attention to legal provisions related to advertising content and the products and services permitted to be advertised.

In practice, not all products, goods, or services are freely eligible for advertising. Some may be widely promoted, others require specific permits, and certain types are strictly prohibited from being advertised. Clearly understanding which products, goods, and services are banned from advertising is a crucial factor in avoiding serious legal risks.

Below are the products, goods, and services prohibited from advertising as stipulated in Article 7 of the 2012 Law on Advertising, including:

• Goods and services banned from trading;
• Alcoholic beverages with an alcohol content of 15% or higher;
• Breast milk substitutes for children under 24 months, nutritional supplements for children under 6 months; baby bottles, and artificial nipples;
• Prescription drugs; non-prescription drugs that are recommended by competent state authorities to be used with caution or under medical supervision;
• Products and goods with sexually stimulating properties;
• Weapons, explosives, support tools; products and goods inciting violence;
• Other products, goods, or services prohibited from advertising as regulated by the Government when such prohibitions arise in practice.

4. Licenses required to establish an advertising company in Vietnam

To legally operate an advertising company with foreign-invested capital in Vietnam, the following two fundamental licenses are required:

• Investment Registration Certificate (IRC);
• Enterprise Registration Certificate (ERC) – issued for the establishment of the joint venture enterprise.

In addition, depending on the type of product being advertised, businesses must ensure compliance with requirements related to circulation permits, quality certification, and conformity and regulation certificates for the product when conducting advertising activities, in accordance with Article 20 of the 2012 Law on Advertising.

5. Dossiers and procedures for establishing an advertising company in Vietnam

Procedures for obtaining the Investment Registration Certificate

• Competent authority: The Department of Finance where the foreign investor registers the establishment of the advertising company.
• Dossier:
  • A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
  • Documents proving the investor's legal status;
  • Documents evidencing the investor’s financial capacity, including at least one of the following: the investor’s financial statements for the last two years; commitment of financial support from the parent company; commitment of financial support from a financial institution; guarantee of financial capacity from the investor; or other documents demonstrating financial capacity;
  • A proposal for the investment project including all contents as required by law. In cases where the law on construction requires the submission of a pre-feasibility study report, the investor may submit such report in lieu of the project proposal;
  • If the project does not request land allocation, land lease, or land use purpose change from the State, the application must include a copy of the land use right certificate or other documents evidencing the right to use the proposed project site;
  • Explanatory content on the technology to be used in the investment project, applicable to projects subject to appraisal or consultation on technology under the law on technology transfer;
  • Other documents relating to the investment project or the investor’s eligibility and capacity, as required by law (if any).
• Procedures and steps for implementation:

Step 1: Submit the application dossier

The investor shall submit one set of application documents for the issuance of the Investment Registration Certificate as guided in Point b of this Section to the investment registration authority.

Step 2: Receipt and processing of the application

The Department of Finance receives and checks the legal validity of the application:

• If the application is valid, a Receipt Slip will be issued to the applicant;
• If the application is incomplete or invalid, the receiving officer is responsible for guiding the investor to revise and resubmit the application in a timely manner.

Step 3: Notification of results

• The Department of Finance shall issue the Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid application, provided that the project meets the following conditions:
• It is not in a sector or profession prohibited from business investment as stipulated by the Law on Investment and international treaties on investment;
• The project location is clearly identified, based on a valid copy of land use right documents, a valid copy of a lease agreement, or other valid documents evidencing the right to use the site for project implementation;
• The investment project is in line with applicable planning regulations as prescribed by law;
• It meets the conditions on investment rate per land area as determined by the Provincial People’s Committee based on the actual conditions of the locality and approved by the Standing Committee of the Provincial People’s Council (if applicable), and the number of employees to be employed (if applicable);
• It complies with market access conditions for foreign investors.

Procedures for obtaining the Enterprise Registration Certificate

• Competent authority: Business Registration Office – Department of Finance where the enterprise is registered for establishment.
• Dossier:
  • Application for enterprise registration;
  • The company’s charter;
  • List of members (for multi-member limited liability companies), or list of founding shareholders and shareholders that are foreign investors (for joint-stock companies);
  • Copies of the following documents: Legal documents of the individual who is the legal representative; Legal documents of each member/shareholder (whether individual or organization) and legal documents of the authorized representative (if the member/shareholder is an organization), along with the authorization decision;
  • Investment Registration Certificate.
• Procedures and steps for implementation

Step 1: Submit the application dossier

The investor shall submit one set of application documents for the issuance of the Enterprise Registration Certificate as guided in Point b of this Section to the Business Registration Office under the Department of Finance where the investor intends to establish the advertising company.

Step 2: Receipt and processing of the application

After receiving the enterprise registration application, the Business Registration Office shall issue a Receipt of Application to the applicant.

Following the issuance of the receipt, the Business Registration Office shall enter all information from the enterprise registration dossier accurately and completely, verify the validity of the documents, and upload all digitized documents in the enterprise registration dossier to the National Business Registration Information System.

Step 3: Notification of results

Within 03 working days from the date of receipt of the application, the Business Registration Office is responsible for reviewing the validity of the enterprise registration dossier and issuing the Enterprise Registration Certificate; if the application is invalid, the registration authority must notify in writing the contents that need to be amended or supplemented to the enterprise's founder. In case of rejection, the authority must issue a written notice stating the reason for refusing to register the enterprise.

Step 4: Post-establishment procedures

After being granted the Enterprise Registration Certificate, the investor must carry out the following post-establishment procedures:

• Engraving the company seal;
• Preparing and displaying the company signboard at the registered office address;
• Registering for a digital signature certificate;
• Purchasing and issue electronic invoices;
• Registering a corporate bank account;
• Submiting initial tax declarations.

6. How much does it cost to establish an advertising company in Vietnam?

Each service provider will have its own fee schedule tailored to its clientele. At Phong & Partners, we offer consulting services and representation for the registration and establishment of advertising companies in Vietnam, with fees depending on the scope of work and the specific requirements of each investor. This approach aims to optimize costs and ensure clients’ interests are protected in every agreement.

At Phong & Partners, we provide comprehensive consulting and representation services for foreign investors in the establishment of advertising companies in Vietnam. Our flexible service fees are determined based on:

• The specific scope of work;
• The client’s detailed requirements;
• The complexity of the application and the intended business sectors.

Phong & Partners is committed to offering cost-effective, transparent solutions tailored to each investor’s financial plan, while ensuring strict legal compliance and maximum protection of clients' interests in all transactions and contracts.

7. Where to find a trusted service provider for establishing an advertising company in Vietnam?

With more complex requirements and procedures compared to domestic investors, foreign investors are certain to face various challenges when establishing a foreign-invested advertising company in Vietnam. Therefore, to support foreign investors throughout the process of setting up a foreign-invested advertising company in Vietnam, Phong & Partners offers a comprehensive range of investment and business establishment services, including but not limited to the following:

• Consulting on application dossiers, conditions, and procedures for investment and business establishment in Vietnam;
• Advising on personal income tax, corporate income tax, and other tax incentives applicable to foreign investors;
• Preparing application documents for the issuance of the Investment Registration Certificate and Enterprise Registration Certificate;
• Representing clients in submitting applications and receiving results from competent state authorities;
• Providing guidance and support with initial tax registration procedures after establishment;
• Drafting standard templates such as labor contracts, probationary contracts, internal labor regulations, and financial policies…;
• Drafting and participating in the negotiation of various commercial contracts such as sales contracts, international trade contracts, and service agreements…;
• Providing legal advice and representing clients in negotiations and resolution of internal corporate disputes, commercial disputes, and other conflicts related to business operations;
• Advising and representing clients in procedures for division, separation, merger, consolidation, and conversion of enterprise types;
• Registering for trademark protection and copyright protection;
• Other related services concerning investment and enterprise operations.

Phong & Partners has consistently earned the trust of both individual and corporate clients across various areas of legal practice. With a team of highly experienced and knowledgeable investment lawyers who are committed to staying up to date with legal developments, Phong & Partners is confident in its ability to effectively support foreign investors with all matters related to the establishment of advertising companies in Vietnam.

Guided by the motto "REPUTATION – DEDICATION – PROFESSIONALISM", Phong & Partners is committed to delivering dedicated, efficient, and high-quality legal consulting services for foreign investors looking to establish advertising companies in Vietnam.

8. FAQs

a. Are there any legal documentation requirements for foreign investors when submitting the application?

Yes. In cases where a member/shareholder of the company is a foreign organization, the legal documents of such organization must be translated into Vietnamese, notarized, and legalized by consular authorities before being submitted to the competent authority in Vietnam.

b. Is a general advertising sub-license required?

Currently, Vietnamese law does not require enterprises to obtain a general advertising sub-license. However, depending on the specific circumstances, businesses may be required to obtain certain permits, certificates… for the advertised products or services in accordance with applicable laws before launching advertising activities.

If you are considering establishing an advertising company in Vietnam, please contact Phong & Partners at 02363.822.678 or via hotline: 0905.503.678 for consultation and a detailed quotation tailored to your specific case. Phong & Partners is always ready to accompany you on your journey to enter and grow in the Vietnamese market.