The client
A Russian fashion retailer, operating as an SME, planned its first investment in Vietnam through a 100% foreign-owned enterprise.
The investor intended to establish a Vietnam-based operation supporting its regional supply chain, with a proposed model involving the import of materials, manufacturing through a third-party factory in Vietnam, and export of finished products to Russia.
The investor therefore required advice not only on establishing the Vietnam entity, but also on whether its proposed commercial and supply-chain structure could be implemented within the applicable regulatory framework.
Structuring a similar operation?
Cross-border supply chains raise legal questions a standard incorporation doesn't cover.
Talk to us →Three problems, one entity
01 — Designing the right Vietnam market-entry structure
The investor proposed multiple business activities covering trading, wholesale and related commercial activities. The challenge was to determine the appropriate business activity scope and investment structure for a 100% foreign-owned enterprise, while ensuring that the registered activities reflected the investor's intended business model.
02 — Determining the appropriate cross-border supply-chain structure
A key issue arose from the investor's intended sourcing and export arrangements. The client sought advice on whether products and materials could be shipped directly, or whether the transaction should instead route physically through Vietnam:
Direct shipment — Bangladesh → Russia
Vietnam-based structure — Bangladesh → physical import into Vietnam → Vietnam processing / manufacturing → export to Russia
At the time, transactions involving Russia were subject to extensive international sanctions, export controls and related financial and trade restrictions. U.S. authorities had also increased scrutiny of third-country intermediaries and transshipment arrangements involving Russia. The question therefore required consideration of the actual movement of goods, import/export structure and applicable sanctions-related compliance considerations, rather than simply identifying the most commercially convenient shipping route.
03 — An unexpected company-name obstacle
The matter became more complex during the company establishment process. The client's proposed company name was rejected by the competent authority because it conflicted with or was considered too closely associated with a well-known trademark. The issue was particularly significant because the trademark belonged to the client itself — however, the client had not yet secured trademark protection for the brand in Vietnam. This created a practical dilemma: the client wanted to preserve its existing brand identity, but the proposed company name could not be used for incorporation. A solution was therefore required without unnecessarily delaying the client's Vietnam market entry.
An integrated FDI, structuring and cross-border trade assessment
Rather than treating the engagement as a conventional company-registration assignment, Inventive Legal approached the matter as an integrated FDI market-entry, business-structuring and cross-border trade assessment.
Market-access and business activity assessment
We reviewed the investor's proposed business model and analysed the appropriate business activities for the Vietnam entity. The assessment covered the proposed trading, wholesale and related activities and considered how they should be reflected in the investment and enterprise registration documents. All proposed business activities were ultimately approved.
100% FDI structure
We advised on the establishment of a 100% foreign-owned enterprise in Ho Chi Minh City, including the investment structure and proposed investment capital of USD 200,000. The structure was designed around the investor's intended commercial activities and its planned Vietnam-based supply-chain operations.
Cross-border trade and sanctions-related assessment
We assessed the client's proposed supply-chain alternatives — a direct Bangladesh → Russia shipment versus a Vietnam-based structure routing goods through physical import, processing and manufacturing in Vietnam before export to Russia. The assessment focused on the regulatory implications of the proposed movement of goods and the sanctions-related and cross-border trade considerations applicable to the transaction at the time. The advice was structured around regulatory compliance and the client's actual commercial flow, rather than simply recommending a third-country routing arrangement — a distinction that matters given U.S. authorities have expressly identified third-country transshipment and intermediaries as an area of sanctions-evasion risk.
Regulatory coordination
Inventive Legal handled the relevant investment and enterprise establishment procedures and coordinated with the competent authorities, including the Department of Finance and tax authorities. Our involvement covered the matter from initial assessment through to successful issuance of the investment and enterprise registration certificates.
Resolving the company-name issue
When the proposed company name was rejected, we advised the client to adopt an alternative name that could be used for the Vietnam entity. At the same time, we identified the need to urgently address the client's unprotected trademark position in Vietnam. Rather than allowing the company-name issue to delay the entire transaction, we pursued two parallel workstreams — corporate establishment under an alternative legally acceptable name, and urgent trademark protection for the client's existing brand — allowing the investor to continue with its market-entry plan while addressing the underlying intellectual-property risk.
Corporate establishment
Adopt an alternative, legally acceptable company name so incorporation could proceed without delay.
Brand protection
Urgently initiate trademark protection for the client's existing brand in Vietnam, in parallel.
End-to-end legal support
- ✓Foreign investment market-access assessment
- ✓Business activity analysis
- ✓Business activity classification
- ✓Investment structure
- ✓100% FDI company establishment
- ✓IRC application and registration
- ✓ERC application and registration
- ✓Import/export structure assessment
- ✓Cross-border trade analysis
- ✓Sanctions-related compliance considerations
- ✓Coordination with competent authorities
- ✓Tax registration support
- ✓Company-name issue resolution
- ✓Trademark protection strategy
- ✓Post-establishment legal guidance
Vietnam market entry completed within 12 weeks
100% FDI successfully established
The investor successfully established its first Vietnam operation as a 100% foreign-owned enterprise in Ho Chi Minh City.
IRC and ERC successfully obtained
The required Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) were successfully obtained.
All proposed business activities approved
The investor's proposed business activities were successfully approved and reflected in the company's registered scope.
Cross-border structure clarified
The investor obtained a clearer legal framework for assessing its proposed Bangladesh-Vietnam-Russia supply chain and the applicable cross-border trade and sanctions-related considerations.
Company-name obstacle resolved
The rejected company name was replaced with an alternative name, allowing the incorporation process to continue without abandoning the Vietnam investment.
Trademark risk identified and addressed
The matter also identified an important IP protection gap: the client's existing brand had not yet been registered in Vietnam. The client was advised to urgently pursue trademark protection, turning an unexpected incorporation obstacle into an opportunity to strengthen its broader market-entry strategy.
Market entry completed within 12 weeks
The overall Vietnam market-entry process was completed within approximately 12 weeks, enabling the investor to proceed with its intended business operations.
Market entry is not a registration exercise alone
For foreign investors, the legal structure of a Vietnam operation may need to be considered alongside a chain of connected issues:
In this matter, the investor's incorporation raised issues extending well beyond the issuance of an IRC and ERC. Inventive Legal's role was to connect these issues into a single market-entry strategy — allowing the investor to establish its Vietnam presence while identifying and addressing regulatory and IP risks along the way.