Vietnam has a civil-law system: the rules that matter are written down in the Constitution, codes, laws, decrees and circulars, and judges apply those texts rather than building the law case by case. Law is made centrally by the National Assembly and the Government, then applied by ministries, 34 provincial-level authorities and their communes, and resolved in disputes by the People's Courts. If you come from England, the United States or Australia, the biggest adjustment is that the decree or circular usually matters more than any court decision you can find.
This overview is the map. It explains how the pieces fit together after the large 2025 reorganisation of the state, how the system tends to feel from the outside, and the misunderstandings that most often cost foreigners time or money. It is general information, not legal advice; for any real decision, check the current text with the authority involved or with a licensed Vietnamese lawyer.
A civil-law system, not a common-law one
In a common-law country, a lawyer answering a question will often start with a leading case. In Vietnam, a lawyer starts with the text: which law applies, which decree implements it, which circular sets out the forms and steps. Vietnamese law grew out of a mix of French civil-law influence, the Soviet-style socialist legal model adopted in the second half of the twentieth century, and the market-oriented reforms that began with Doi Moi in 1986. The result is a system of detailed written rules, revised frequently, with a strong role for the executive branch in filling in the detail.
Codes sit at the heart of private law. The Civil Code governs contracts, property, obligations and inheritance; the Civil Procedure Code governs how civil, commercial, labour and family disputes are heard; the Criminal Code and the Criminal Procedure Code cover crime. Around them sit sector laws on enterprises, investment, land, labour, tax, commerce and many other subjects. Each law usually leaves a long list of matters for the Government or a ministry to regulate, which is why one statute can generate several decrees and many circulars.
Court decisions do play a role, but a narrower one than you may expect. The Supreme People's Court selects a limited number of judgments as official precedents, and publishes many ordinary judgments online, yet judges are not bound by a general doctrine of stare decisis. In practice, your position is only as strong as the written rule behind it, so the first job in any dispute is to find the right, current text.
The main institutions and what they do for you
Vietnam's state is organised on the principle that power is unified but divided in function among legislative, executive and judicial bodies. The table below lists the institutions a foreign person or company is most likely to meet, directly or indirectly.
| Institution | Main role | Where you feel it |
|---|---|---|
| National Assembly | Passes the Constitution, codes and laws; approves the budget; supervises the state | The statutes that govern contracts, companies, labour and disputes |
| Government and Prime Minister | Issue decrees and decisions that implement laws | Most of the practical detail: conditions, procedures, administrative penalties |
| Ministries | Issue circulars and handle sector administration | Forms, technical guidance, licensing in a sector |
| Provincial People's Councils and Committees | Local legislation and administration in the 34 provinces and centrally run cities | Local fees, land matters, business administration, inspections |
| Commune-level authorities | The grassroots tier since July 2025 | Residence matters, certifications, local disputes and mediation |
| People's Courts | Hear civil, commercial, labour, family, administrative and criminal cases | Lawsuits, recognition of foreign judgments and awards |
| People's Procuracies | Prosecute crimes and supervise judicial activities | Criminal cases; oversight of court and enforcement work |
| Notaries, bailiffs, lawyers, arbitrators | Licensed professions supporting the system | Contracts, evidence, representation, private dispute resolution |
A practical consequence of this layout is that many problems are solved administratively rather than in court. A licence issue, a land question or a fine is usually handled by the relevant authority first, with a complaint or an administrative lawsuit available only after that route is used or refused.
Written rules come in layers
The law sets the frame. A law passed by the National Assembly states principles, rights, obligations and the broad outline of procedures. It is the document most foreigners look for first, and the one most often translated into English.
The decree supplies the working detail. Government decrees spell out conditions, document lists and penalty frameworks. When a lawyer says that something is allowed in principle but the detail is pending, the missing piece is usually a decree.
The circular tells officials how to process it. Ministry circulars carry forms, technical criteria and step-by-step guidance. Front-desk officials work from these texts, so a circular often decides what you actually have to submit.
Local documents adjust to the province. Provincial People's Councils and Committees issue resolutions and decisions within their powers, for example on certain local fees or on administrative arrangements, which is one reason the same procedure can look slightly different in Hanoi and in Can Tho.
Treaties can override domestic rules. Where Vietnam has signed an international treaty that says something different from a domestic law, the treaty generally applies, except as against the Constitution. Investment treaties, double tax agreements and mutual legal assistance agreements can therefore change the answer for a particular nationality.
The 2025 reorganisation in brief
Anyone reading older guides should know that the state machinery changed substantially in 2025. Several ministries were merged in the first half of the year; for example, the former planning and investment portfolio moved into the Ministry of Finance, and environmental administration was combined with agriculture. Older documents and websites still use the former ministry names, which can confuse searches for the competent authority.
From 1 July 2025, local government moved to a two-tier model. The district level was abolished, leaving provinces and centrally run cities at the top and communes, wards and special zones underneath. At the same time, the number of provincial-level units fell to 34 through mergers, so many addresses, authority names and jurisdictions changed overnight. Documents issued before the change generally remain valid, but you may need to explain the old address to a new office.
The courts were reorganised on a similar timetable. The district-level courts were replaced by regional People's Courts, and the court structure now runs from the Supreme People's Court through provincial-level courts to regional courts. The procuracy followed the same pattern. When a contract or older advice names a district court, read it as a pointer to whichever court now has jurisdiction, and confirm that with the court or a licensed lawyer before you file anything.
How the system tends to feel from the outside
Paper and form matter. Original documents, company seals, signatures by the right person and correctly certified copies carry real weight. A strong substantive position can stall because a power of attorney was not properly legalised.
Vietnamese is the language of record. Courts, notaries and agencies work in Vietnamese. Foreign-language documents usually need a certified translation, and in a dispute the Vietnamese version of a bilingual contract tends to be the one examined most closely, whatever the contract says about precedence.
Officials exercise discretion. Where texts are general, the officer in charge interprets them. Polite, documented requests for written guidance work better than arguments at the counter, and you should never offer anything to speed a file along: bribery is a crime for the giver as well as the receiver.
Mediation is expected. Many disputes pass through mediation before or during litigation, and judges commonly try to bring parties to a settlement. Treat a mediation session as a real opportunity, not a formality.
Change is frequent. Major laws are revised every few years, and implementing rules follow. A guide that was accurate three years ago may now be wrong, so check the effective date of every source you rely on.
Five misunderstandings that cost foreigners time
These assumptions come up again and again among expats and foreign managers, and each one can lead to a bad decision if you act on it without checking.
- A signed English contract settles everything. It helps, but Vietnamese mandatory rules on labour, land, consumer protection and certain commercial matters apply regardless of what the parties chose.
- A court will apply my home country's law if the contract says so. Choice of foreign law is possible for contracts with a foreign element, but it cannot override Vietnamese mandatory rules or public policy, and you will have to prove the content of the foreign law.
- A foreign judgment works automatically in Vietnam. It needs to be recognised by a Vietnamese court, based on a treaty or on reciprocity, and recognition is not guaranteed.
- An English translation found online is the law. Translations are unofficial and often outdated; only the Vietnamese text published by the state is authoritative.
- The police, the court and the ministry are one office. Each has its own powers and procedures, and knowing which body is competent is half the work in any matter.
Behind most of these mistakes is the same habit: treating a foreign rule of thumb as if it were Vietnamese law. The cure is equally simple. Before acting on an assumption, identify the Vietnamese text that supports it, check that the text is current, and ask the authority or a licensed lawyer when the answer is not plain on the face of the document.
When you need a Vietnamese lawyer
General knowledge of the system lets you ask better questions, but it does not replace advice from someone licensed to practise Vietnamese law. Bring in a lawyer when money or liberty is at stake, when a deadline has been mentioned, when you have received a document from a court, procuracy, police office or enforcement agency, or when a counterparty insists that a Vietnamese text means something different from its English translation.
Foreign lawyers working in Vietnam can advise on foreign and international law, but representation before Vietnamese courts and advice on Vietnamese law are reserved for lawyers holding a Vietnamese practising certificate and a bar membership. When you engage someone, ask to see that status, agree the scope in writing, and make sure the person who will actually handle the matter is named. If you want a first orientation before engaging anyone, you can ask a lawyer on AI Co Van (aicovan.com) to explain which questions matter most in your situation, then check the current rules with the authority or a licensed lawyer before acting.
Finally, keep your own file from day one. Copies of contracts in both languages, correspondence, receipts, and notes of who said what at which office are the raw material any lawyer will need, and in Vietnam they are often decisive.
Frequently asked questions
Is Vietnam a common-law or civil-law country?
Vietnam is a civil-law country. Its rules are set out in written codes, laws, decrees and circulars, and judges apply those texts. A small number of selected court decisions serve as official precedents, but there is no general doctrine that earlier judgments bind later courts.
Who makes laws in Vietnam?
The National Assembly passes the Constitution, codes and laws. The Government and the Prime Minister issue decrees and decisions to implement them, ministers issue circulars, and provincial authorities issue local documents within their powers. Most practical detail is found in decrees and circulars rather than in the laws themselves.
What changed in Vietnam's legal system in 2025?
Several ministries were merged, local government moved to two tiers from 1 July 2025 with the district level abolished, the number of provinces and centrally run cities fell to 34, and courts and procuracies were reorganised with regional courts replacing district courts. Older guides and contracts may use names that no longer exist.
Are English translations of Vietnamese laws official?
No. The authoritative text is the Vietnamese version published by the state. English versions published by agencies or private providers are reference translations, and they can lag behind amendments. For anything important, compare with the current Vietnamese text or ask a licensed lawyer to do so.
Can a foreign lawyer represent me in a Vietnamese court?
Representation before Vietnamese courts and advice on Vietnamese law are generally reserved for lawyers who hold a Vietnamese practising certificate and belong to a Vietnamese bar. Foreign lawyers in Vietnam typically advise on foreign and international law. Check the professional status of anyone you engage before signing.
Do foreign treaties change Vietnamese law?
They can. If Vietnam has signed a treaty that provides differently from a domestic law, the treaty generally prevails except over the Constitution. This matters for investment protection, tax treaties and the recognition of judgments, so it is worth checking whether a treaty exists between Vietnam and your country.