On 19 October 2024, Vilasia Law Firm, in collaboration with Genesia Ventures, hosted a legal workshop titled “Navigating Legal Issues for Vietnam-based Startups“, addressing key compliance challenges faced by startups in Vietnam’s fast-evolving market.
Our Managing Partner, Ngu Truong, led an in-depth session covering essential aspects of startup legal compliance, from initial capitalization to investor readiness. Drawing from extensive legal experience, Ngu provided insights across key areas:
- Initial Capitalization: Emphasized timely capital contributions and proper documentation, especially for non-cash contributions like sweat capital.
- Foreign Investment Regulations: Covered foreign ownership limits, M&A approvals, and ownership registration. The session also discussed setting up bank accounts for investment funds and profit repatriation, with a focus on tax and compliance to align with Vietnam’s regulations.
- Corporate Governance: Focused on directors’ duties, shareholder rights, and building robust governance structures to ensure transparency and attract investor confidence. Legal and ethical compliance was stressed as essential for long-term success.
- Employment Law & Co-Founder Agreements: Clarified differences between employment contracts and individual service contracts, emphasizing the need for clear co-founder agreements. These agreements should define roles, equity splits, and intellectual property protections to prevent future disputes.
- ESOPs: The workshop detailed recent changes in ESOPs regulations, discussing compliance, tax implications, and best practices for structuring plans in line with current laws.
- Legal Due Diligence for Investors: Provided guidance on preparing for investor due diligence, highlighting the need for accurate records, intellectual property protections, and tax compliance. Startups were advised to be “fundraising-ready” to boost investor confidence and secure funding.
For further insights, please refer to the presentation slides (in English) here.
The event also featured a lively Q&A, covering topics such as securing early-stage investments and meeting venture capital expectations. Guest Speakers – Mr. Khoi Nguyen, Co-Founder & CEO of Koru Capital, Mr. Toan Nguyen, Co-Founder & CEO of Aniday (formerly Recruitery), and Mr. Hoang Nguyen, Co-Founder & CEO of BuyMed – agreed on the importance of proper deal structuring, compliance, and expert legal counsel in startup success. Additionally, attendees shared personal startup experiences, adding practical insights and fostering peer learning.
Ms. Hoang Thi Kim Dung, Chief Representative of Genesia Ventures in Vietnam, also shared a summary of Key Takeaways from the workshop, offering valuable insights for startups, which can be accessed here.
Vilasia’s Dedication to Supporting Startups
The workshop reflects Vilasia’s ongoing commitment to supporting Vietnam’s startup ecosystem through expert legal guidance and strategic support. This initiative is part of the firm’s broader mission to empower entrepreneurs with the legal knowledge essential for sustainable growth in Vietnam’s dynamic market.
