The “Franchising” section by Asoka Law provides in-depth legal insights, risk analysis, and practical guidance for building and expanding franchise models in Vietnam and abroad.
As of March 2025, 331 foreign businesses have officially entered franchising in Vietnam under licenses approved by the Ministry of Industry and Trade, with the food & beverage sector leading at 159 brands, followed by 44 fashion and 39 education franchises.
While franchising in Vietnam is booming - particularly in F&B, education, and fashion, it is accompanied by significant legal vulnerabilities. These are often caused by franchisors lacking full intellectual property ownership or insufficient control over sub‑franchising structures.
According to statistics compiled by Asoka Law, as of March 2025, 331 foreign enterprises have officially entered Vietnam through franchising (registered via the management system of the Ministry of Industry and Trade). Among them, the food & beverage (F&B) sector leads with 159 brands, followed by fashion (44) and education (39).
Many franchise models have been licensed to sub-franchise in Vietnam even though the franchisor has not yet completed trademark ownership procedures or secured full IP protection. This opens the door to contract disputes, IP loopholes, and risks arising from uncontrolled sub-franchise networks.
The F&B sector, in particular, is considered the most promising for franchising, as Vietnamese consumers show high demand and a strong willingness to spend regularly on international brands.
Many international brands begin franchising in Vietnam before completing trademark registration. This often leads to:
Disputes over trademark use;
Litigation initiated by third parties;
Or even loss of registration rights if another party files for the trademark first.
In many cases, Vietnam-based master franchisees grant sublicenses but fail to replicate the full terms of the original agreement. This results in:
Weakened control over intellectual property;
Limited ability to enforce IP rights against sub-franchisees;
Legal fragmentation and brand dilution across the chain.
If franchise contracts do not clearly assign responsibility to the franchisor for handling IP infringement, the system faces:
Situations where franchisees cannot protect the brand against infringers;
Increased internal disputes within the franchise chain due to unclear enforcement obligations;
Legal grey areas that weaken the franchise’s legal structure in Vietnam.
Franchise chains operating via e-commerce platforms are increasingly exposed to:
IP infringement by unauthorized sellers;
False advertising by local partners;
Uncontrolled suppliers who fail to meet brand standards.
In several cases, the franchisor failed to oversee supply quality, triggering regional brand crises, damaging brand reputation, and causing system-wide revenue loss.
See also: Related articles on franchising in Vietnam: Fundamental but Crucial Legal Issues in Franchising
The franchisor must ensure that their trademark and trade name - the two most fundamental assets of any franchise business - are properly registered and legally owned in Vietnam.
Beyond these core assets, franchisors should reinforce their IP portfolio by securing copyright protection for:
Business know-how and proprietary systems;
Slogans, brand symbols, and logos;
Operational design models (e.g. restaurant interiors, educational curricula, lesson plans, etc.).
Before launching any franchise operations, franchisors should verify the legal status of all IP assets through Vietnam’s public database maintained by the National Office of Intellectual Property (NOIP).
When granting sub-franchise rights, franchisors must ensure that key clauses in the original (master) agreement are fully and consistently applied in the local contracts. These include:
IP ownership and enforcement;
Territory boundaries and exclusivity;
Mechanisms for control, audit, and compliance review.
The goal is to ensure the sub-franchise agreement reflects the intent and protections of the original agreement, minimizing fragmentation and legal inconsistency.
Franchise contracts must explicitly state:
Which party is responsible for initiating legal action;
Who covers litigation costs (e.g., attorney fees);
And the obligation to act promptly in the event of IP infringement.
In international franchise models, franchisors must carefully select jurisdiction and designate territorial courts in the contract to ensure effective dispute resolution and enforcement.
Franchisors should implement policies requiring:
Due diligence and pre-approval of suppliers;
Regular quality inspections to maintain brand integrity.
They must also monitor e-commerce platforms to:
Prevent IP violations;
Avoid false or misleading advertising by franchisees or third parties.
Tight control of communication and social media channels is essential, especially when deciding whether to delegate advertising rights or manage media centrally.
Franchise systems should implement an IP Watch & Renew system to:
Track deadlines for IP renewals;
Detect and act on potential infringements swiftly.
IP management should be entrusted to licensed representatives in the relevant jurisdiction for market-specific enforcement.
In the event of a dispute, contracts must provide for immediate enforcement measures, including fines, suspension, or termination of the franchise agreement in cases of material breach.
About Asoka’s Authorized IP Representative System:
Copyright & Related Rights Services:
Certified by the Copyright Office of Vietnam under Certificate No. 22/2023/TCTVDV, dated 18 October 2023;
Industrial Property Representation:
Registered with the Vietnam IP Office under Representative Code 443 (Asoka Law, HCMC);Affiliated IP Company in Hanoi:
Asoka Law & Partners, registered under Representative Code 256.
Asoka Law has extensive experience advising international brands on franchising into Vietnam. Our specialized legal services include:
Drafting primary franchise agreements (master franchise contracts);
Preparing sub-franchise agreements with full alignment on IP and control mechanisms;
Structuring contractual commitments for IP enforcement and response strategies;
Managing IP chains, e-commerce compliance, and supplier oversight;
Conducting public trademark database checks and providing IP monitoring & enforcement support.
Franchising in Vietnam is expanding rapidly, but without proper legal preparation, businesses face substantial legal risks.
Establishing a robust legal framework from IP registration to contractual design and operational oversight, is essential to ensure long-term sustainability and commercial success.
If your business is considering entering the Vietnamese market through franchising,
contact Asoka Law today to schedule a consultation with an Intellectual Property lawyer.
We’ll help you craft a franchise strategy, structure your IP contracts, and manage legal risks for an effective and secure franchise model in Vietnam.
consult@asokalaw.vn
Asoka Law Companny Limited (Asoka Law)
HCM Office: SAV3, The Sun Avenue, 28 Mai Chi Tho, Binh Trung Ward, HCMC
Hanoi Office: 208 Thuong Dinh, Khuong Dinh Ward, Hanoi.
Operation Registration Certificate no. 79.2018.02.2946/TP/ĐKHĐ issued by Department of Justice of Ho Chi Minh City
