Freelancers and the businesses that engage them often sign short, informal agreements and only discover the legal consequences when a payment is late, a deliverable is disputed or the tax authority asks questions. This guide explains the legal framework for independent service contracts in Vietnam and the points both sides should get right from the start.
Legal basis and current rules
An independent freelance engagement in Vietnam is usually a service contract governed by the Civil Code 2015, under which the service provider performs work for the client and the client pays a fee. It is a civil contract between equal parties — not a labour contract — so the freelancer organises their own work and is not subject to the client's internal labour rules. Depending on the work, other laws also apply: the Law on Intellectual Property for creative output and software, tax legislation for income, and the Labour Code 2019 if the relationship in substance becomes employment.
What the contract should contain
A well-drafted freelance service contract should set out: the parties' full identification details; a precise description of the services and deliverables; timelines and milestones; acceptance criteria and the procedure for requesting revisions; the fee, payment schedule and currency; who bears expenses; ownership and licensing of intellectual property in the deliverables; confidentiality; liability and remedies for late or defective performance; termination rights; and the dispute-resolution method. Vague scope and missing acceptance criteria are the most common sources of disputes.
Intellectual property in the deliverables
Where a work is created under a commission, the Law on Intellectual Property generally allows the commissioning party to own the economic rights unless the contract provides otherwise. Because the outcome depends on the contract wording, both sides should state expressly who owns the copyright (or other rights) in the deliverables, from when ownership passes — often upon full payment — and what portfolio use the freelancer may retain.
Tax: withholding and declaration
When a Vietnamese organisation pays an individual who has no labour contract (or a contract of less than three months), it is generally required to withhold personal income tax at 10% on payments of VND 5 million or more per payment (from 1 July 2026 under Decree No. 253/2026/ND-CP guiding the Law on Personal Income Tax No. 109/2025/QH15; VND 2 million before that date under Circular 111/2013/TT-BTC), unless the individual is eligible for and submits the prescribed commitment that their total income is below the taxable threshold. Freelancers receiving income from foreign clients, or from payers who do not withhold, are responsible for declaring and paying the tax themselves. Keep contracts, invoices or payment records and withholding certificates to support your annual tax finalisation.
Common legal risks
The main risk for the client is reclassification: under the Labour Code 2019, an agreement called a "service contract" that in substance involves paid work, wages and the client's management and supervision is treated as a labour contract, with the consequent obligations on social insurance, leave and termination. Signs of risk include fixed working hours, use of the client's internal rules and long, continuous engagements doing core business work. For the freelancer, the main risks are non-payment and disputes over acceptance; staged payments, written acceptance of each milestone and a clear late-payment clause reduce these risks. Civil claims under a contract are generally subject to a three-year limitation period, so do not let a dispute drift.
Practical advice
Put every engagement in writing, even small ones, and confirm changes to scope or fees in writing as well. Keep a structured record of the contract, correspondence, deliverables, acceptance confirmations and payments — this is your evidence if a dispute or a tax review arises later. For high-value or long-term engagements, or where intellectual property is central to the client's business, have a lawyer review the contract before signing.
Quick Q&A
Is a freelance service contract the same as a labour contract?
No. A service contract is a civil contract under the Civil Code 2015. However, if the arrangement in substance involves paid work under the client's management and supervision, the Labour Code 2019 treats it as a labour contract regardless of its title.
Does the client have to withhold tax from my fees?
Generally yes, if the client is a Vietnamese organisation: 10% personal income tax on payments of VND 5 million or more (from 1 July 2026; previously VND 2 million) to individuals without a labour contract of three months or longer, unless you validly submit the prescribed commitment that your income is below the taxable threshold.
Who owns the work I create for a client?
It depends on the contract. The law generally favours the commissioning party unless agreed otherwise, so state expressly who owns the rights, when ownership passes and what portfolio use you keep.
How long do I have to claim unpaid fees?
Contract claims are generally subject to a three-year limitation period from the date you knew or should have known your rights were infringed. Act early and keep written evidence of delivery and acceptance.
Note: This article summarises rules in force at the time of publication and is for general reference only; it is not a legal opinion on any specific matter. Legislation may be amended — please check the latest text or consult a lawyer before acting.