Corporate Legal Considerations for Vietnam Tech Holding Companies

Many technology groups hold their Vietnamese business through an intermediate holding company — in Singapore, Hong Kong or Vietnam itself — and then add subsidiaries for software development, payments, data or e-commerce. The structure looks simple on an organisation chart, but each layer triggers its own licensing, tax and reporting consequences under Vietnamese law. This article walks through the points that, in practice, decide whether a tech holding structure works smoothly or stalls at the first capital increase.

The legal framework in 2026

Three statutes carry most of the weight. The Law on Investment No. 143/2025/QH15, in force since 1 March 2026, replaced the Law on Investment 2020 and governs market access for foreign investors; Vietnam has no separate "foreign investment law". The Law on Enterprises No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 (effective 1 July 2025), governs the companies themselves — charter, governance, parent–subsidiary rules and, since the 2025 amendment, beneficial ownership information. The corporate income tax rules — the Law on Corporate Income Tax No. 67/2025/QH15 and Decree No. 320/2025/ND-CP — together with Decree No. 255/2026/ND-CP on related-party transactions (in force from 1 July 2026, replacing Decree 132/2020 and Decree 20/2025) determine how money moves between group companies.

For technology businesses, sector laws sit on top: the Law on Telecommunications 2023, the Law on Cybersecurity 2018 and its data rules, the Law on Personal Data Protection No. 91/2025/QH15 (effective 1 January 2026, replacing Decree 13/2023/ND-CP), and — for companies in high-tech parks — the Law on High Technology No. 133/2025/QH15, effective 1 July 2026.

Choosing where the holding company sits

An offshore holding company is a foreign investor in Vietnam. It can now, under the Law on Investment 2025, establish a Vietnamese enterprise and obtain an Enterprise Registration Certificate before it has an investment project, provided it meets the market access conditions for the intended business lines. An Investment Registration Certificate is still required when it carries out an investment project.

A Vietnamese holding company is attractive for local listing plans, domestic investors and ESOP schemes, but it is not automatically "domestic" for market access purposes. A Vietnamese company in which foreign investors hold more than 50% of the charter capital (and certain other foreign-controlled structures defined by the Law on Investment) must itself satisfy the conditions applicable to foreign investors when it sets up or invests in further subsidiaries. Founders who plan to keep foreign ownership just below or above that line should model it for every future funding round, not only the first.

Capital contributions and share acquisitions

When the holding company buys into an existing Vietnamese company, Article 21 of the Law on Investment 2025 requires prior registration of the capital contribution or share purchase in specified cases — namely where the transaction increases foreign ownership in a company operating in a business line subject to market access conditions for foreign investors, where it takes foreign ownership from 50% or less to more than 50% (or increases it further above 50%), or where the target holds land use rights on an island, in a border or coastal commune or ward, or in another area affecting national defence and security. Outside those cases the transaction is completed directly through the enterprise registration change. Getting this classification wrong is the most common reason a closing date slips by several weeks.

Money must also flow through the right channel. Foreign direct investment capital is contributed, and later dividends and divestment proceeds are remitted, through the enterprise's direct investment capital account opened at a licensed bank in accordance with State Bank of Vietnam foreign exchange rules. Payments made from personal accounts or to an ordinary current account create problems both for the bank and for the investor's later right to repatriate.

Conditional business lines in the technology sector

Technology groups rarely stay purely "software". Payment intermediation, telecommunications services, data centres and cloud, online advertising, games and e-commerce platforms each have their own licences, and several have foreign ownership limits under Vietnam's international commitments. Under the Law on Investment 2025, the list of conditional business lines was reduced to 198 lines, with that list applying from 1 July 2026; the reduction does not remove sector licences, so each subsidiary's actual activities should be mapped against the list before the business line codes are registered.

Data deserves a separate check. Since 1 January 2026 the Law on Personal Data Protection prohibits the trading of personal data, regulates sensitive data, and imposes rules on transferring personal data abroad; administrative fines for some violations are calculated as a percentage of the previous year's revenue. Intra-group data flows — for example, a Vietnamese engineering subsidiary processing user data for a regional platform — need a documented legal basis and the impact assessments required by the law and Decree No. 356/2025/ND-CP.

Parent–subsidiary rules under the Law on Enterprises

A subsidiary may not contribute capital to or buy shares in its parent, and subsidiaries of the same parent may not jointly hold cross-shareholdings in each other. Contracts between a company and its related persons — which within a group is most intercompany arrangements — must be approved by the competent body (members' council, board or shareholders' meeting, depending on company type and value). Groups that sign a master services agreement at the regional level and assume it binds the Vietnamese subsidiary often discover that the local approval was never given.

Since the 2025 amendment, enterprises must collect, update and keep information on their beneficial owners and provide it to the business registration authority. For layered tech structures with funds and nominee shareholders, identifying the natural persons who ultimately own or control the company should be done at incorporation, not at the first request.

Tax points specific to holding structures

• Transfer pricing. Royalties for platform IP, management fees and cost-plus engineering services between group companies must meet the arm's length principle, be disclosed with the annual CIT finalisation and, unless exempt, be supported by Local File and Master File documentation under Decree 255/2026.
• Indirect transfers. Under the Law on Corporate Income Tax 2025 and Decree 320/2025, a foreign corporate seller is taxed at 2% of the transfer value on a transfer of capital in a Vietnamese company, and this also reaches indirect transfers through an offshore entity that owns the Vietnamese company. Internal restructurings that do not change the ultimate parent and generate no income are carved out. Exits and reorganisations at the holding level must therefore be planned with the Vietnamese tax filing in mind.
• Foreign contractor tax. Payments from the Vietnamese subsidiary to offshore group companies for software licences, services or interest are generally subject to withholding under the foreign contractor tax regime.
• Global minimum tax. Groups with consolidated revenue of at least EUR 750 million fall under Vietnam's top-up tax rules introduced by Resolution No. 107/2023/QH15, which affects the value of tax incentives at subsidiary level.

Documents from abroad

Corporate documents of the offshore holding company — certificates of incorporation, board resolutions, passports of directors — must be valid for use in Vietnam. Since 11 September 2026, Vietnam applies the Apostille Convention: public documents from member states only need an apostille, not consular legalisation, though the Convention does not yet apply with Germany, Austria and the Czech Republic and does not cover private documents that have not been notarised. A Vietnamese translation, notarised or certified, is still required.

Practical checklist

Before incorporating: map each activity to its business line code and any foreign ownership cap; decide where IP will sit and document assignments from founders; prepare beneficial ownership information. Before each funding round: re-check foreign ownership percentages and whether Article 21 registration is needed. Every year: intercompany approvals, transfer pricing documentation, audited financial statements and investment reports. Most problems in tech holding structures come not from a single large mistake, but from small steps skipped at a time when the company was moving quickly.

Quick Q&A

Can a foreign holding company set up a Vietnamese subsidiary before it has an investment project?

Yes. Under the Law on Investment No. 143/2025/QH15, a foreign investor that meets market access conditions may establish an enterprise first. An Investment Registration Certificate is still required when it implements an investment project.

When does buying into a Vietnamese tech company require prior registration?

Under Article 21 of the Law on Investment 2025, Where foreign ownership increases in a business line with market access conditions, where foreign ownership goes above 50% or increases further above 50%, or where the target holds land use rights on islands, in border or coastal communes and wards, or in other areas affecting defence and security.

Is an offshore share sale taxed in Vietnam?

It can be. Decree 320/2025 taxes a foreign corporate seller at 2% of the transfer value, including indirect transfers through an offshore entity that owns the Vietnamese company, subject to the internal restructuring carve-out.

Do intra-group data transfers need special steps?

Yes. Since 1 January 2026 the Law on Personal Data Protection No. 91/2025/QH15 regulates cross-border transfers of personal data and requires a documented legal basis and impact assessment.