In the context of the digital economy and the deep integration of the Vietnamese market into the global supply chain in 2026, Commercial Law serves as the essential legal corridor regulating all profit-generating activities of merchants. Understanding and accurately applying the provisions of Commercial Law not only ensures business compliance but also creates a sustainable competitive advantage through the protection of intellectual property rights and the optimization of civil transactions.
This article is prepared by the expert team at Trần và Trần—an organization with extensive experience in commercial legal consulting and intellectual property since September 2013. We provide a detailed and precise view of the current commercial legal system and the roadmap for managing intellectual property assets in business for enterprises.
Overview of Current Commercial Law and Scope of Regulation
The 2005 Commercial Law, along with amending documents and the system of guiding decrees, constitutes the basic legal framework for business activities in Vietnam.
Scope of Regulation
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Commercial activities within the territory: The law regulates commercial activities performed within the territory of the Socialist Republic of Vietnam.
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Activities outside the territory: In certain cases, the law still applies to commercial activities performed outside the territory if the parties agree to choose Vietnamese law or if international treaties to which Vietnam is a member so provide.
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Non-profit activities: The law also regulates non-profit activities performed by one party in transactions with merchants within Vietnamese territory in cases where the party performing the non-profit activity chooses to apply this law.
Basic Principles in Commercial Activities
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Right to equality: All merchants across economic sectors are equal before the law in commercial activities.
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Freedom of agreement: Parties have the right to freedom of agreement provided it does not contravene legal regulations, fine customs, or social ethics.
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Application of customs: In cases where the law does not provide and the parties have no agreement, commercial customs may be applied if they do not contravene the basic principles of the law.
Subjects of Commercial Activities: Merchants and Identity Systems
Merchants are the central subjects of Commercial Law, including legally established economic organizations and individuals performing independent and regular commercial activities.
Conditions to Become a Merchant
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Business registration: Individuals and organizations must perform business registration procedures at competent authorities to establish their legal status.
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Legal capacity: Individuals must possess full civil act capacity according to legal regulations.
Obligations to Establish Brand Identity Systems
In the competitive environment of 2026, owning a clear identity system is a prerequisite for distinguishing goods and services.
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Trademark registration: Merchants have the obligation and right to register for trademark protection to affirm exclusive ownership rights.
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Use of trade names: Trade names must be used transparently and without causing confusion with previously registered entities to protect business reputation.
Goods Trading and Service Provision Activities
These are the core activities generating revenue and profit for businesses, while also hiding the most legal risks.
Goods Sale Contracts
A contract is a legal document binding the rights and obligations between the buyer and the seller. Mandatory terms must be clearly defined, including:
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Subject goods: Quantity, type, and especially quality standards.
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Price and payment: Payment method, currency of payment, and time of performance.
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Transportation and risk: Determining the time of risk transfer for goods from the seller to the buyer.
Responsibility for Quality and Intellectual Property
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Goods quality: The seller must ensure goods comply with announced or agreed-upon standards.
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Trademark protection on goods: Circulating goods must bear protected trademarks or not infringe upon third-party rights.
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Handling infringement: Trading in goods that infringe intellectual property rights will lead to strict sanctions under both Commercial Law and Intellectual Property Law.
International Goods Trading
For businesses performing imports and exports in markets such as Laos, Cambodia, or Myanmar, understanding local laws and international treaties is mandatory.
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Temporary import for re-export: Performed under strict regulations regarding time and types of goods to avoid customs law violations.
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Role of IP representatives: Trần và Trần supports merchants in establishing protection rights in these international markets to protect assets when expanding globally.
Commercial Promotion and Intermediary Activities
Commercial promotion helps businesses expand their markets but must comply with legal limits to ensure fair competition.
Commercial Advertising and Copyright
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Use of trademarks in advertising: When advertising, merchants may only use trademarks and logos under their ownership or with the owner’s permission.
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Ban on deceptive advertising: The law strictly prohibits deceptive advertising regarding the quality, price, or utility of products that causes damage to consumers and other merchants.
Promotions and Value Limits
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Promotion registration: Promotional programs must be notified to or registered with state management agencies in charge of commerce as regulated.
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Transparency: Promotion content must be clear, non-misleading, and ensure customer rights.
Merchant Representation and Commercial Brokerage
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Agency contracts: Clearly define the scope of authorization, remuneration, and responsibilities of the agent toward the principal’s goods.
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Brokerage: The role of the intermediary in connecting parties to enter into a contract and receiving commission as agreed.
Strategic Intersection between Commercial Law and Intellectual Property Law
In 2026, the value of a business lies not only in its physical facilities but largely in intangible assets such as trademarks, patents, and trade secrets.
Franchising
Franchising is a commercial activity where one party (the franchisor) allows another (the franchisee) to perform the sale of goods or provision of services according to their system and trademark.
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Transfer of usage rights: Objects of franchising include trademarks, trade names, business secrets, and commercial slogans.
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Franchise agreements: Must be made in writing and contain terms regarding quality control, technical support, and franchise fees.
Intellectual Property Valuation in Commercial Transactions
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Intangible assets: Trademarks and patents are intellectual assets that can be valued in monetary terms and accounted for in business value.
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IP as capital contribution: Merchants have the right to use protection certificates as capital contribution assets in joint ventures, creating financial resources without needing cash.
Commercial Exploitation of Protection Certificates
Possessing a Trademark Registration Certificate is not only for protection but also for exploiting economic benefits through licensing usage rights or fully transferring ownership to partners.
Sanctions in Commerce and Dispute Resolution Mechanisms
When a party violates a contract or legal regulations, sanctions will be applied to protect the rights of the aggrieved party.
Common Commercial Sanctions
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Specific performance: The violating party must perform obligations according to the agreement or rectify errors.
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Fines for violations: Applying fines according to a percentage of the value of the violated contract obligation.
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Compensation for damages: The violating party must compensate for actual, direct losses suffered by the other party due to the violation.
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Suspension or cancellation of contracts: Applied when there is a serious violation of agreed-upon terms.
Dispute Resolution Methods
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Negotiation and Mediation: Preferred methods to maintain business relationships and save costs.
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Commercial Arbitration: A dispute resolution form ensuring high confidentiality and expertise, often prioritized by businesses.
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Court: The dispute resolution method with the highest enforcement power through the court system at all levels.
Value of Legal Certificates in Disputes
A Trademark Registration Certificate is the most critical legal evidence to prove exclusive ownership when disputes regarding counterfeit goods or trademark infringement occur. Without a certificate, it is very difficult for a merchant to request authority intervention.
Commercial Legal Risk Management in the Digital Era 2026
Doing business in the digital environment requires merchants to have more proactive intellectual property protection measures.
Risks on E-commerce Platforms
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Online brand infringement: Acts of impersonating storefronts and using logos without permission on social media and e-commerce platforms are complex.
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Content control: Businesses need continuous monitoring to promptly remove infringing content through copyright reporting tools.
Verifying Partner Legal Status
Before entering into agency or distribution contracts, merchants must perform:
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Verification search: Using IPPlatform or WIPOPUBLISH systems to check the protection status of the goods intended for distribution.
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Status verification: Ensure partners possess full ownership or legal usage rights for intellectual assets associated with the product.
Why Should Businesses Choose Trần và Trần as Consulting Partners?
With the mission to protect and increase the value of intellectual property assets for clients, Trần và Trần provides comprehensive commercial legal solutions.
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Extensive experience: We have operated and affirmed our reputation since September 2013, handling thousands of complex dispute and registration cases.
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Multi-disciplinary expert team: Our personnel deeply understand the specifics of various industries such as pharmaceuticals, telecommunications, mechanics, and electronics.
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Regional vision: We help large corporations establish branches and protect assets in Southeast Asian countries with distinct legal environments.
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End-to-end service: From searching and establishing rights to valuation and enforcement of intellectual property rights against counterfeiting in the market.
Conclusion and Strategic Advice for Merchants
Commercial Law is the solid foundation for all sustainable business activities. In 2026, business is no longer just about ordinary trading activities but is a battle for brand reputation and the protection of intellectual output.
Merchants should proactively establish intellectual property rights for all trademarks, designs, and inventions from the moment of idea inception. A protection certificate is the most valuable asset to increase exclusive commercial advantage and is the most powerful legal weapon when disputes occur.
Specialized Consultation Contact Information:
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Entity: Trần và Trần Company
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Email: ip@trantran.vn
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Hotline: 024 3732 7466
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Address: P802, Talico Building, No. 22 Ho Giam Street, Dong Da, Hanoi
