Vietnam’s tech startup ecosystem has made remarkable progress over the past decade, gradually positioning itself as a regional hub for digital technology, e-commerce, and green innovation. In a constantly evolving legal and market environment, compliance is not merely a procedural requirement but the foundation for sustainable growth and development. MIBI Law summarizes below the five key compliance quest that Tech Startups in Vietnam should notice.
1. Governance Structure & Capital Contribution
A strong governance structure is the foundation of any startup — especially in tech, where growth happens fast and decisions need clarity. From the very beginning, ownership and decision-making must be documented as below:
- Before business registration: Shareholders’ Agreement. This dossier should cover essential contents such as ownership ratios, capital contribution schedule, transfer restrictions, exit mechanisms, voting and management rights.
- Soon after incorporation: Company Charter. Includes matters prescribed in Article 24 of the Law on Enterprises 2020.
- Startups with foreign investment: DICA account for conduction of any capital contribution or share transfer transactions regarding the enterprise.
- For capital raising via convertible bonds, ESOPs, SAFEs, or similar instruments: Ensure the legality of financial instruments to avoid future disputes or legal risks.
Legal basis: Law on Enterprises 2020 (amended 2025), Law on Investment 2020, Law on Securities 2019, and Circular No. 06/2019/TT-NHNN on foreign exchange management for foreign direct investment activities.
2. Data Management & Cybersecurity
Vietnam has established a unified data regulatory framework with the Law on Data 2024 (effective from July 1, 2025). To operate lawfully, Tech Startups should pay attention to:
- Developing internal procedures in compliance with data standards and technical regulations issued by the Ministry of Public Security regarding collection, storage, processing, and destruction of personal data;
- Conducting data risk assessments for sensitive data processing activities;
- Appointing a dedicated data protection officer (DPO) or equivalent personnel;
- Complying with requirements for data localization in Vietnam for certain categories of data;
- Establishing mechanisms for incident response and data breach reporting.
Legal basis: Law on Cybersecurity 2018, Law on Data 2024, and its implementing regulations.
3. Intellectual Property Rights
IT products such as software, algorithms, databases, and integrated circuit designs… are strategic assets and intellectual property protected by Vietnamese law and can be valued for capital transactions. To maximize the value of these assets, Tech Startups should ensure the following:
- Establish ownership rights over IP assets from the development stage by registering copyrights, trademarks, patents, etc., with the National Office of Intellectual Property (NOIP);
- Clearly specify ownership, usage, and profit-sharing arrangements for IP assets in R&D contracts with experts, employees, partners, and vendors;
- Prepare and utilize standardized, legally sound licensing, trademark use, and franchise agreements to ensure smooth cooperation and minimize disputes.
Legal basis: Law on Intellectual Property 2005 (amended 2022).
4. Compliance with Enterprise, Tax, and Labor Laws
Administrative and legal obligations include:
- Registering the enterprise and fulfilling reporting obligations to regulatory authorities on time;
- Declaring and paying taxes, and submitting financial reports as required;
- Participating in mandatory social insurance for eligible employees;
- Maintaining proper record-keeping and reporting in case of incidents.
A common challenge among tech start-ups is the imbalanced allocation of resources—prioritizing operations, production, and business development while neglecting fundamental corporate legal requirements. This can result in risks ranging from administrative to criminal sanctions, business suspension, or prolonged labor disputes, all of which can undermine growth and credibility.
Legal basis: Law on Enterprises 2020 (amended 2025), Law on Tax Administration 2019, and Labor Code 2019.
5. Sub-licenses & Conditional Business Sectors
Certain sectors require specific licenses or conditions before operation, for example:
- Payment intermediaries, e-wallets, and digital financial services (Fintech);
- E-commerce platforms;
- Social networks and digital content platforms;
- Trust services and digital signatures;
- Regulatory sandboxes.
Assessing eligibility, preparing documents, and developing technical infrastructure in line with sectoral requirements may take several months. Therefore, when venturing into new business areas, Tech Startups must carefully review the applicable legal and technical standards.
In Vietnam, some technology-related licenses—such as sandbox participation permits or trust service licenses—typically require months of preparation and considerable financial resources. Hence, having a clear legal and financial plan is essential to prevent avoidable obstacles in investment and operation.
Legal basis: Law on Electronic Transactions 2023; Decree No. 23/2025/ND-CP on digital signatures and trust services; Decree No. 94/2025/ND-CP on controlled testing mechanisms in the banking sector; and other relevant sector-specific regulations.
Conclusion
Vietnam’s legal system is gradually aligning with international standards, becoming more transparent but also demanding greater discipline, consistency, and proactiveness from businesses, especially fast-growing enterprises operating in an emerging industries.
For further legal assistance, please contact MIBI Law. Follow our Facebook Page and YouTube channel to stay updated on the latest legal updates.
MIBI Law Team.
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