[2025] Foreign Investment Opportunities in Services related to management consulting in Vietnam (CPC 866, excluding 86602)

I. Legal Framework:

This analysis is underpinned by the following foundational legal documents:

- WTO General Agreement on Trade in Services (GATS) Specific Commitments;

- Law on Investment No. 61/2020/QH14, dated June 17, 2020;

- Law on Enterprises No. 59/2020/QH14, dated June 17, 2020.

II. Scope of  Services related to management consulting (CPC 866, excluding 86602) for Foreign Investors:

As per the GATS Specific Commitments, the permissible scope of services related to management consulting (CPC 866, excluding 86602) in Vietnam is defined as:

866 8660. Services related to management consulting

86601 Project Management Consulting (excluding construction):

Encompasses the coordination and oversight of resources during project phases, including budgeting, cost control, procurement, scheduling, subcontractor management, and quality assurance, on behalf of clients. Excludes operational employee-related services.

Excludes: Construction project management (8671, 8672, 8673).

86602  Arbitration and Mediation:

Services facilitating dispute resolution between management and labor, businesses, and individuals through arbitration and mediation.

Excludes: Legal representation and labor relations consulting (86190, 95110, 95200).

86609 Other Management Consulting:

Residual management consulting services.

III. Market Access Conditions under GATS:

Regarding the establishment of a commercial presence, there are no restrictions, except:

- After 3 years from the date of accession, the establishment of branches is permitted.

- For CPC 866 services, excluding CPC 86602: within 1 year from the date of accession, only permitted to be present in the form of joint ventures or business cooperation contracts. Thereafter: no restrictions.

- For arbitration and mediation services for commercial disputes between traders (CPC 86602): Within 3 years from the date of accession: no commitments. Thereafter: no restrictions.

Vietnam joined the WTO in 2007, therefore, the requirements for restrictions on the form of commercial presence of foreign investors have been removed. Foreign investors are allowed to establish 100% foreign-owned enterprises.

Further information on GATS principles can be accessed here.

IV. Foreign Investment Procedures in Vietnam:

In accordance with Articles 21-28 of the Law on Investment 2020, foreign investors can adopt the following investment vehicles:

1) Establishing Economic Organizations:

a) Foreign investors establishing economic organizations must meet the market access conditions for foreign investors specified in Article 9 of this Law;

b) Before establishing an economic organization, foreign investors must have an investment project and carry out the procedures for issuing and adjusting the Investment Registration Certificate, except for the establishment of innovative startup small and medium-sized enterprises and innovative startup investment funds in accordance with the law on supporting small and medium-sized enterprises

From the date of issuance of the Enterprise Registration Certificate or other legally equivalent documents, the economic organization established by the foreign investor is the investor implementing the investment project as specified in the Investment Registration Certificate.

2) Capital Contributions and Acquisitions:

The foreign investor's capital contribution, share purchase, and capital contribution portion purchase in economic organizations must comply with the following regulations and conditions:

a) Market access conditions for foreign investors specified in Article 9 of the Investment Law.

b) Ensuring national defense and security as prescribed by this Law;

c) Land law provisions on conditions for receiving land use rights and conditions for land use on islands, border communes, wards, and towns, and coastal communes, wards, and towns.

3) Investment Project Execution:

Direct project implementation.

4) Business Cooperation Contracts (BCCs):

BCC contracts signed between domestic investors are implemented in accordance with civil law.

BCC contracts signed between domestic investors and foreign investors or between foreign investors are subject to the procedures for issuing Investment Registration Certificates as specified in Article 38 of the Investment Law.

Parties participating in the BCC contract establish a coordination board to implement the BCC contract. The functions, tasks, and powers of the coordination board are agreed upon by the parties.

5) New forms of investment and types of economic organizations as prescribed by the Government.

Foreign investors make investments according to new types of economic organizations as prescribed by the government.

V. Conclusion and Investor Guidance:

Management consulting presents a promising sector for foreign investors in Vietnam. With robust economic growth, Vietnamese businesses are seeking enhanced management and project execution capabilities. While adhering to the defined scope (CPC 866, excluding 86602), ample opportunities exist for capable foreign firms. For investment inquiries, please consult DB Legal for registration and strategy assistance.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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