Trace rights to the product
Review employee and contractor terms, prior code, third-party libraries and open-source components. Distinguish ownership, permission to use and restrictions on distribution or modification.
Review software IP →Duong Tri Law
Software, SaaS & cloud legal advice in Vietnam
For developers, SaaS businesses, cloud providers and international technology teams. Connect code ownership, subscriptions, service levels, customer data and contracts with the business you plan to operate in Vietnam.
Start with what the business actually does
Building software for a client, licensing your own product and operating a platform create different legal questions. Map who provides the service, who pays, who owns the product and which users or markets it serves.
| Business model | Questions to resolve | Priority review |
|---|---|---|
| Development & outsourcing | Who commissions and accepts the work? Where is the team employed? Who receives the deliverables? | Company scope, development agreement, acceptance criteria and ownership of code. |
| Own software product or SaaS | Who owns the product? Is revenue from a licence, subscription, support or a bundle? | IP chain, customer terms, service commitments, billing and data responsibilities. |
| Marketplace or digital platform | Does the operator sell its own service, connect other sellers or handle transactions? | Actual platform functions and any activity-specific regulatory requirements. |
| Security, cryptography or other specialised services | What capabilities are supplied, to whom and under which delivery model? | Screen the relevant sector conditions before treating the activity as ordinary software development. |
New team, existing operation or acquisition?
For a new business, align the investor structure and registered activities with the actual service model. For an existing company, compare contracts and revenue streams with its records. For an acquisition, investigate ownership of the product, contractor contributions, customer commitments and data obligations as part of the target review.
Plan a Vietnam company → · Review a technology acquisition →
Make the IP chain and delivery obligations clear
Define what is being delivered
Specify scope, milestones, acceptance, change requests, support and maintenance. Align warranties, security commitments, liability and termination with the work the team can actually perform.
Review development and SaaS contracts →Plan for staff and supplier changes
Consider access controls, confidential information, handover of repositories and credentials, subcontracting and continuity if a key person or vendor leaves.
Prepare employment arrangements →Map the data flow before choosing compliance steps
Identify whose personal data is used, why it is collected, which organisation decides the purposes and which vendors process it. Record where the data is stored and who can access it across borders. This is a separate assessment from whether the business needs a sector licence.
- Prepare a simple flow from customer or employee to your application, hosting provider and other processors.
- Identify sensitive information, children’s data where relevant, retention periods and access permissions.
- Review notices, contractual responsibilities, incident handling and applicable processing or transfer documentation.
- Distinguish internal processing from offering data-processing services as a business activity.
Vietnam’s personal-data framework includes Decree 356/2025. The documents and actions required depend on the actual processing arrangement. Start with a factual data map rather than a generic privacy-policy template.
Test tax assumptions against the activity
Do not build the budget around the word “software” alone. Separate product development, maintenance, licensing, subscriptions and other services; identify the contracting entity, customers and revenue allocation. Incentive eligibility needs its own review against the applicable rules and supporting evidence.
Bring the business model, not just a company name
- A product demo or service description, customer types and intended markets.
- Investor and team structure, proposed Vietnam activities and revenue streams.
- Representative customer, developer, employment and vendor agreements.
- An IP ownership summary, third-party component list and data-flow diagram.
Depending on the agreed scope, the review can produce an activity and registration map, an IP or contract issue list, and a prioritised data-compliance work plan. Legal review does not replace a security audit or engineering implementation. Timing and fees follow the documents, jurisdictions and workstreams involved.
Cloud delivery, subscriptions and service continuity
Cloud, hosting and overseas supply
Identify the infrastructure and service layers, contracting entities, storage locations and subcontractors involved in delivering the service.
Make SLAs and exit terms workable
Define availability, support, incidents, service credits and limits. Plan data return, migration and deletion when the relationship ends.
Connect data, fees and operating roles
Map processing responsibilities and cross-border delivery. Have tax and accounting assumptions checked against the actual contracts and payment records.
- A global contract template may not reflect the Vietnam delivery model, customer commitments or local operating entity.
- Unresolved contractor rights or open-source conditions can undermine a promised handover or exclusive licence.
Connect the next step to the actual activity
Software copyright registration
Use when authorship, ownership and the software assets are identified; coordinate the dossier with employee and contractor rights.
Software copyright registration →Personal-data processing assessment
Use when the service handles personal data and the roles, vendors and processing arrangements need a scoped assessment.
Personal-data processing assessment →Video game development and publishing
If the product includes a game service, review the operator, publishing rights, interaction model and launch responsibilities separately.
Video game development and publishing →Questions before you proceed
Is a SaaS company treated the same as a software development team?
Not necessarily. Describe the service functions, customer relationship and data flows. A business developing code for a client may differ from one operating a platform or providing a specialised service.
Does paying a developer mean we own all the code?
Review the agreement and the origin of each component. Payment alone should not be used as evidence of a complete chain of rights, particularly where contractors, prior code or third-party licences are involved.
Can a software business assume it qualifies for tax incentives?
No. The activity, relevant period and supporting conditions need review. Keep production, maintenance and other service revenue distinguishable in your planning documents.
Do we need a licence simply because we process customer data?
Data compliance and business licensing are separate questions. Establish the processing roles and whether you are providing a regulated service before selecting the required steps.
Sources & scope
Planning overview updated 22 October 2026. The applicable route depends on the activity, investor, location and current rules at the time of implementation. Detailed filing requirements are addressed in the linked procedure guides.
Planning your business in Vietnam
Guides in this category
Foreign-owned software company in Vietnam: scope, documents and setup
Plan a foreign-owned software company in Vietnam: define development or platform activities, prepare investor documents and review contracts, IP and data.
Duong Tri Law
Discuss your technology business model
Tell us your product or service model, proposed Vietnam team and key IP or data questions so we can scope the legal review.