Duane Morris Vietnam

Introduction
Vietnam has repeatedly demonstrated that it is prepared to look beyond minimum international standards when modernising its legal system.
From Doi Moi to accession to the World Trade Organization, from the implementation of the EU-Vietnam Free Trade Agreement (EVFTA) to the country’s anticipated FTSE Russell Emerging Market upgrade, Vietnam has consistently adopted reforms that improve transparency, strengthen investor confidence and enhance international competitiveness.
Today, another opportunity presents itself.
Vietnam has fully implemented the WTO Trade Facilitation Agreement (“TFA”) by establishing a legal framework for advance customs rulings. This represents an important achievement.
However, Vietnam now has the opportunity to move beyond WTO compliance and establish itself as one of the world’s leading jurisdictions for predictable and investor-friendly customs administration.

What is an Advance Customs Ruling?
An advance customs ruling is one of the most important trade facilitation instruments available to international traders.
Before goods are imported, an importer may submit an application to Customs describing the planned transaction in detail.
For example:
A German steel manufacturer intends to export 1,000 tonnes of specialised steel products to Vietnam.
Before shipment, the importer submits all relevant information to Vietnam Customs, including:
• detailed product specifications;
• tariff classification proposal;
• certificates of origin;
• customs valuation methodology;
• technical documentation;
• commercial contracts;
• intended customs procedures.
Vietnam Customs then examines the application and issues an official advance ruling.
Once issued, both Customs and the importer know in advance how the shipment will be treated.
This creates legal certainty before the goods even leave Germany.
Why Advance Rulings Matter
International supply chains depend upon predictability.
Large investments often require decisions months before production begins.
Importers need certainty regarding:
• customs classification;
• applicable duty rates;
• preferential tariff treatment;
• rules of origin;
• customs valuation;
• import compliance.
Without legal certainty, investors face unnecessary commercial risks.

Vietnam’s Current Legal Framework
Vietnam deserves considerable recognition for implementing the WTO Trade Facilitation Agreement.
The Law on Customs and its implementing regulations establish an advance ruling system covering matters such as:
• tariff classification;
• origin of goods; and
• customs valuation.
This framework significantly improves transparency.
However, under current Vietnamese law, Customs must issue a written decision before the advance ruling becomes effective.
If Customs remains silent, no legal consequence follows.
The importer must simply continue waiting.
The WTO Does Not Require More — But It Allows More
Article 3 of the WTO Trade Facilitation Agreement requires Members to establish advance ruling systems.
It requires rulings to be issued within a reasonable published period.
Importantly, however, the WTO does not require Members to introduce a deemed approval mechanism.
The WTO establishes minimum obligations.
Nothing prevents Members from adopting more business-friendly procedures.
Learning from German Administrative Law
German administrative law contains an interesting concept known as the Genehmigungsfiktion, or “deemed approval.”
Under this principle, where legislation specifically provides for it, an administrative application is automatically deemed approved if the competent authority fails to decide within a prescribed statutory period.
The legal effect arises by operation of law.
The applicant does not receive a discretionary favour.
Instead, legal certainty is created because the administration failed to act within the legally prescribed timeframe.
Although this concept does not generally apply to customs procedures in Germany, it demonstrates an important legislative principle:
Administrative efficiency can be encouraged by attaching legal consequences to administrative silence.
Several jurisdictions around the world have adopted comparable mechanisms in selected regulatory areas.
Vietnam could develop its own model based upon this internationally recognised legislative technique.
A New Reform Opportunity for Vietnam
Vietnam could introduce a carefully balanced provision stating:
Where an applicant has submitted a complete, accurate and truthful application for an advance customs ruling, and Vietnam Customs fails to issue a decision within the prescribed statutory period, the requested advance ruling shall be deemed approved, unless the matter concerns fraud, prohibited goods, national security, trade remedies or other specifically excluded circumstances.
This proposal would not weaken Customs.
Instead, it would encourage administrative discipline while rewarding transparent and compliant businesses.
Benefits for Vietnam
1. Greater Legal Certainty
Investors can make commercial decisions with confidence.
2. Faster Investment Decisions
Projects proceed without unnecessary administrative delay.
3. Stronger International Competitiveness
Vietnam would distinguish itself as one of Asia’s most predictable customs jurisdictions.
4. Increased Foreign Direct Investment
International investors consistently rank legal certainty among the most important investment factors.
5. Better Administrative Performance
Statutory deadlines improve efficiency, accountability and internal management.
Suggested Legislative Safeguards
A deemed approval mechanism should include appropriate safeguards.
For example:
• complete disclosure by the applicant;
• suspension of the statutory period where additional information is requested;
• exclusion for fraud, intentional misrepresentation and false declarations;
• exclusion for prohibited goods and national security matters;
• preservation of Customs’ post-clearance audit powers;
• judicial review where appropriate.
Such safeguards protect both legitimate trade and the public interest.
Proposed Action Plan
Step 1 – Establish an Inter-Ministerial Working Group
Including:
• Ministry of Finance;
• Vietnam Customs;
• Ministry of Industry and Trade;
• Ministry of Justice;
• Vietnam Chamber of Commerce and Industry.
Step 2 – Conduct an International Comparative Study
Review legislative models from:
• Germany;
• Singapore;
• Australia;
• New Zealand;
• Canada;
• South Korea;
• the European Union.
The objective should not be to copy foreign law but to identify best practices suitable for Vietnam.
Step 3 – Amend the Customs Law
Introduce:
• statutory decision deadlines;
• deemed approval provisions;
• procedural safeguards;
• electronic notification systems.
Step 4 – Digitalisation
Integrate advance rulings into Vietnam’s National Single Window and digital customs platform.
Applications, tracking, deadline monitoring and rulings should be fully electronic.
Step 5 – Pilot Programme
Implement the new mechanism initially for low-risk categories such as tariff classification and origin determinations before extending it to additional customs matters.
Conclusion
Vietnam has never become one of Asia’s most successful economies by merely complying with international minimum standards.
Its greatest achievements have resulted from adopting reforms that anticipate future economic needs.
Introducing a carefully designed deemed approval mechanism for advance customs rulings would represent another such reform.
It would not only strengthen legal certainty.
It would enhance Vietnam’s reputation as a transparent, efficient and investment-friendly economy.
The WTO Trade Facilitation Agreement provides the foundation.
Vietnam now has the opportunity to build the next level.
Rather than asking what the WTO requires, Vietnam can once again ask a more ambitious question:
What reform will make Vietnam the preferred destination for global investment over the next twenty years?
A modern, predictable and efficient advance customs ruling system—supported by a carefully designed deemed approval mechanism—could be one of the answers
***
For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.

Could Vietnam’s new Decree 272 be the regulatory breakthrough international energy investors have been waiting for?

On 4 July 2026, the Government of Vietnam officially promulgated Decree No. 272/2026/ND-CP (”Decree 272”), establishing detailed mechanisms and policies for implementing Resolution No. 253/2025/QH15 on national energy development for the period 2026–2030.

Effective immediately until 31 December 2030, Decree 272 introduces a transparent and investor-friendly framework designed to accelerate approvals, reduce administrative burdens, and unlock significant opportunities for foreign investment in offshore wind and power grid infrastructure.

For international developers, financial institutions, EPC contractors, and energy investors, Decree 272 represents an important step towards a more predictable and efficient investment environment.

Key Highlights for Foreign Investors

1. Faster Adjustments to Power Development Plans

Historically, amendments to Vietnam’s power development plans could be time-consuming. Decree 272 significantly streamlines this process through clearly defined statutory timelines.

Key improvements include:

• Fully digital procedures: Applications and amendments are processed through an electronic system, substantially reducing administrative paperwork.
• Accelerated appraisal: Competent authorities must complete the appraisal of complete dossiers within 15 working days.
• Rapid approval: Following completion of the appraisal, the final approval decision must be issued within 3 working days.

These measures provide investors with greater certainty and significantly improve project planning.

2. Greater Certainty for Offshore Wind Projects

Decree 272 establishes clear financial requirements and procedural rules that substantially reduce regulatory uncertainty during project development.

Among the key provisions are:

• Survey qualification: Applicants conducting offshore wind surveys must demonstrate minimum equity of VND 1 billion per proposed megawatt (MW).
• Project equity requirement: Investors must maintain equity equal to at least 20% of the total project investment, while the remaining financing may be supported through bank loans or other institutional financing.
• Facilitated foreign participation: Foreign investors and foreign-invested enterprises are required to contribute a minimum of 15% of the project value, reflecting Vietnam’s continued openness to international investment and expertise.
• State survey reimbursement: Where a wholly state-owned enterprise has previously conducted offshore surveys, successful investors reimburse the audited survey costs before receiving final project approval.
• Priority based on filing order: Where multiple valid applications relate to the same project identified in the national master plan, authorities will process applications according to the order in which complete dossiers are received.

3. Simplified Approval Process for Power Grid Infrastructure

As Vietnam increasingly opens transmission infrastructure to private investment, Decree 272 introduces a more efficient approval mechanism.

Notable improvements include:

• Single-point filing: Investors submit only one application dossier to the relevant Provincial People’s Committee.
• Simplified multi-provincial projects: Transmission projects crossing several provinces require filing only with the province where the transmission line originates.
• Flexible financial evidence: Investors may demonstrate financial capability through audited financial statements, parent company guarantees, or institutional financial commitments.
• Clear processing timelines: Provincial authorities must verify dossier completeness within 10 working days, complete the appraisal within 15 working days, and the Chairman of the Provincial People’s Committee must issue the investment decision within 5 working days thereafter.

Strategic Considerations for Investors

Decree 272 provides the practical implementation framework many international energy investors have been awaiting. Companies considering investments in Vietnam’s energy sector should now:

• review existing offshore wind and transmission projects against the new financial thresholds and investment requirements;
• prepare fully digitized application dossiers to benefit from the accelerated approval procedures;
• assess whether proposed offshore sites have already been surveyed by state-owned enterprises and incorporate any reimbursement obligations into project financial models; and
• review investment timelines to capitalize on the more efficient regulatory framework introduced by Decree 272.

Conclusion

Decree 272 represents another significant milestone in Vietnam’s ongoing efforts to modernize its energy sector and strengthen its attractiveness for international investment. By introducing greater transparency, defined statutory timelines, and clearer financial requirements, the Government has taken an important step toward creating a more efficient and predictable regulatory environment for large-scale energy projects.

For international investors seeking long-term opportunities in one of Asia’s fastest-growing energy markets, Decree 272 offers a timely and encouraging signal that Vietnam continues to welcome foreign investment and expertise in building its future energy infrastructure.

⸻

If you are considering investing in Vietnam’s rapidly expanding energy sector, now is the time to understand how Decree 272 may affect your investment strategy.

For further information or tailored legal advice, please contact Dr. Oliver Massmann at omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC and has advised international investors on major energy and infrastructure projects in Vietnam for more than 25 years.

Introduction
One of the questions I hear most frequently from international manufacturers is:
“What happens if Vietnamese Customs audits our operations?”
The better question is different.
“Are we already operating today as if the audit were taking place tomorrow?”
Customs audits should not be viewed as extraordinary events.
They are an integral part of modern customs administration.
Well-prepared companies generally view audits as manageable compliance exercises.
Poorly prepared companies often discover weaknesses that originated years earlier—sometimes before production even commenced.
The difference is almost always preparation.
Customs Compliance Begins Before the First Shipment
Many companies believe customs compliance begins when goods arrive at the Vietnamese border.
It actually begins much earlier.
Compliance starts when management decides:
• where production will occur;
• how products will be manufactured;
• who owns the goods;
• which customs procedure will be used;
• which contracts will govern production.
Every one of these decisions may later be reviewed during a customs audit.
What Will Customs Authorities Typically Review?
Although every audit is different, manufacturers should expect questions regarding:
• HS classification;
• customs valuation;
• origin of imported materials;
• production records;
• inventory reconciliation;
• manufacturing activities;
• export documentation;
• import declarations;
• accounting records;
• supplier documentation.
The objective is normally to verify that the legal structure accurately reflects operational reality.
The Five Documents Every Manufacturer Should Always Be Able to Produce
Regardless of industry, every manufacturer should be able to produce immediately:
1. Bills of Materials
These demonstrate precisely which components were incorporated into each finished product.
2. Manufacturing Records
Authorities frequently wish to understand what manufacturing actually occurred in Vietnam.
3. Supplier Documentation
The origin and commercial history of imported components should be traceable.
4. Customs Documentation
Import and export declarations should remain consistent with operational records.
5. Internal Procedures
Companies should be able to demonstrate that compliance forms part of normal business operations.
Common Findings During Customs Audits
Experience shows that audit findings frequently involve:
• inconsistent documentation;
• incorrect tariff classification;
• incomplete production records;
• insufficient origin evidence;
• discrepancies between commercial documents and customs declarations;
• poor inventory reconciliation.
Interestingly, many issues arise from documentation rather than intentional misconduct.
How Should Companies Prepare?
Preparation should become part of ordinary business management.
I generally recommend:
• periodic internal customs reviews;
• independent verification of HS classifications;
• regular origin reviews;
• documentation audits;
• supplier compliance reviews;
• employee training.
Waiting until an audit begins is usually too late.
Audits Can Also Be Opportunities
A well-managed audit allows a company to demonstrate the strength of its compliance systems.
Companies that maintain accurate records and transparent procedures often complete audits efficiently and continue operations with minimal disruption.
Preparation therefore protects both legal compliance and commercial continuity.
Final Thoughts
Manufacturing excellence depends upon precision.
The same principle applies to customs compliance.
The companies that consistently succeed in Vietnam are not necessarily those with the largest legal departments.
They are those that recognise that customs compliance is part of operational excellence.
Good documentation.
Good procedures.
Good governance.
Those three principles remain the strongest preparation for any customs audit.
Ultimately, the best customs audit is the one for which your company has already prepared—long before the authorities arrive.
***
For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.

執筆者：Dr. オリバー・マスマン（Oliver Massmann） – Duane Morris Vietnam LLC パートナー兼代表取締役
はじめに
欧州連合・ベトナム自由貿易協定（EVFTA）は、欧州の製造業者のベトナムに対する見方を根本から変えました。多くの企業にとって、ベトナムはもはや単なる競争力のある製造拠点ではありません。適用される原産地規則を満たす製品に対し大幅な特恵関税待遇を提供する、欧州市場への戦略的なゲートウェイとなっています。
しかしながら、製造プロジェクトにおいて、ある誤解が絶えず浮上しています。多くの企業は、ベトナムで製品を組み立てさえすれば、税関の目的上、自動的にベトナム製品になると信じています。残念ながら、国際貿易法はそれよりもはるかに複雑にできています。
原産地規則は、特恵関税待遇が利用可能かどうかを決定するものです。これは国際貿易法において最も技術的に困難な分野の一つであり、製造体制を構築した「後」ではなく、「前」に分析されるべきものです。ベトナムで25年以上にわたり多国籍製造業者にアドバイスを提供してきた経験から、生産拠点を移転する前に、すべての企業が以下の10の質問を自問すべきであると私は考えています。

質問1：実際の製品は何か？
原産地の分析は、完成品を正しく理解することから始まります。製品自体が明確に特定されるまで、法的な分析を開始することはできません。その構成、機能、製造工程、および関税分類のすべてが、適用される原産地規則に影響を与えます。

質問2：製品を正しく分類しているか？
原産地規則は、関税分類に基づいています。誤ったHSコードの使用は、法的な分析全体を無効にしてしまう可能性があります。したがって、原産地分析の前には、常に独立した関税分類を行う必要があります。

質問3：すべての部品の原産地はどこか？
現代の製造業において、単一の国からの部品にのみ依存することは稀です。完全な原産地マップでは、以下を特定する必要があります：
• 中国製部品
• ドイツ製部品
• 日本製部品
• 韓国製部品
• 台湾製部品
• ASEAN製部品
• ベトナム製原材料
すべての主要な投入物の原産地を把握しなければ、製品の原産地を決定することはできません。

質問4：ベトナムで実際にどのような製造が行われているか？
この質問はしばしば決定的な意味を持ちます。単なる組み立て作業だけでは、必ずしも適用される原産地規則を満たすとは限りません。製造業者は、ベトナムで行われるすべての生産活動を慎重に文書化する必要があります。これには以下が含まれます：

• 組み立て
• プログラミング
• キャリブレーション（較正）
• テスト
• ソフトウェアのインストール
• 品質管理
• パッケージング（包装）
• ラベリング

質問5：どの品目別規則が適用されるか？
EVFTAは、普遍的な単一の原産地規則を定めているわけではありません。製品ごとに異なる法的要件が適用されます。したがって、各製品を個別に分析する必要があります。

質問6：5年後にもそれを証明できるか？
原産地に関する主張の有効性は、それを裏付ける文書の信頼性にかかっています。製造業者は、将来の税関監査の際ではなく、生産の進行に合わせて文書を作成・保管していく必要があります。

質問7：製造プロセスは文書と一致しているか？
生産記録、部品表（BOM）、サプライヤー証明書、および税関書類は、すべて整合性が取れていなければなりません。一貫性が不可欠です。

質問8：企業構造は原産地戦略をサポートしているか？
所有権、委託製造契約、輸入手続き、および輸出書類のすべてが、実務的な運用に影響を与えます。原産地分析を企業構造の構築と切り離して考えるべきではありません。

質問9：欧州の税関当局について考慮しているか？
コンプライアンスは、商品がベトナムを出発した時点で終わるわけではありません。欧州の税関当局は、輸入から数年後に原産地証明書類を調査する可能性があります。企業はそれに応じた準備を行う必要があります。

質問10：コンプライアンスを中心にサプライチェーン全体を設計しているか？
最も強固な製造プロジェクトは、当初からコンプライアンスを中心に設計されています。原産地を後回しの課題にすべきではありません。それは製造戦略そのものの一部となるべきです。

結論
原産地規則は、専門的な税関特有の課題と見なされがちです。しかし現実には、ベトナムから欧州へ輸出する製造業者が直面する、最も重要な商業的課題の一つとなっています。

生産開始前に時間をかけて原産地を分析する企業は、概して、EVFTAが提供する機会から利益を得る有利な立場にあり、同時にベトナムおよび欧州連合の双方における税関リスクを軽減することができます。

究極的に、原産地計画の成功とは、書類作業を完了させることではありません。それは、法的に強固で、商業的に効率的であり、世界の双方における税関の精査に耐えうるサプライチェーンを設計することなのです。

お問い合わせ 上記に関する詳細につきましては、著者のDr. オリバー・マスマン（omassmann@duanemorris.com）までご遠慮なくお問い合わせください。Dr. オリバー・マスマンは、Duane Morris Vietnam LLCの代表取締役（General Director）を務めています。

Introduction
The European Union–Vietnam Free Trade Agreement (EVFTA) has fundamentally changed the way European manufacturer’s view Vietnam.
For many companies, Vietnam is no longer simply a competitive manufacturing location. It has become a strategic gateway to the European market, offering significant preferential tariff treatment for products that satisfy the applicable rules of origin.
However, one misconception continues to surface in manufacturing projects.
Many companies believe that once a product is assembled in Vietnam, it automatically becomes a Vietnamese product for customs purposes.
Unfortunately, international trade law is considerably more sophisticated.
Rules of origin determine whether preferential tariff treatment is available. They are among the most technically challenging areas of international trade law and should be analyzed before—not after—a manufacturing structure is implemented.
After advising multinational manufacturers in Vietnam for more than twenty-five years, I have found that every company should ask the following ten questions before relocating production.

Question 1: What Is the Actual Product?
Origin analysis begins with understanding the finished product.
The legal analysis cannot start until the product itself is clearly identified.
Its composition, function, manufacturing process and tariff classification all influence the applicable origin rules.

Question 2: Have We Correctly Classified the Product?
Rules of origin are built upon tariff classification.
An incorrect HS Code can invalidate the entire legal analysis.
Independent classification should therefore always precede origin analysis.

Question 3: Where Does Every Component Originate?
Modern manufacturing rarely relies upon components from one country.
A complete origin map should identify:
• Chinese components
• German components
• Japanese components
• Korean components
• Taiwanese components
• ASEAN components
• Vietnamese materials
Origin cannot be determined without understanding the origin of every major input.

Question 4: What Manufacturing Actually Takes Place in Vietnam?
This question is often decisive.
Assembly alone may not always satisfy applicable origin rules.
Manufacturers should carefully document every production activity performed in Vietnam, including:
• assembly
• programming
• calibration
• testing
• software installation
• quality control
• packaging
• labelling

Question 5: Which Product-Specific Rule Applies?
The EVFTA does not establish one universal origin rule.
Different products are subject to different legal requirements.
Each product must therefore be analysed individually.
Question 6: Can We Prove It Five Years From Now?
Origin claims are only as strong as the documentation supporting them.
Manufacturers should prepare documentation as production progresses—not during a future customs audit.

Question 7: Does Our Manufacturing Process Match Our Documentation?
Production records, Bills of Materials, supplier declarations and customs documentation should all tell the same story.
Consistency is essential.

Question 8: Does Our Corporate Structure Support Our Origin Strategy?
Ownership, contract manufacturing arrangements, import procedures and export documentation all influence practical implementation.
Origin analysis should never be separated from corporate structuring.

Question 9: Have We Considered European Customs Authorities?
Compliance does not end when goods leave Vietnam.
European customs authorities may examine origin documentation years after importation.
Companies should prepare accordingly.

Question 10: Have We Designed the Entire Supply Chain Around Compliance?
The strongest manufacturing projects are designed around compliance from the outset.
Origin should not become an afterthought.
It should become part of the manufacturing strategy itself.

Conclusion
Rules of origin are often viewed as a technical customs issue.
In reality, they represent one of the most important commercial issues facing manufacturers exporting from Vietnam to Europe.
Companies that invest time in analyzing origin before production begins are generally better positioned to benefit from the opportunities offered by the EVFTA while reducing customs risk in both Vietnam and the European Union.
Ultimately, successful origin planning is not about completing paperwork.
It is about designing a supply chain that is legally robust, commercially efficient and capable of withstanding customs scrutiny on both sides of the world.
***

For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.

Introduction
Vietnam has firmly established itself as one of the world’s most attractive manufacturing destinations. Political stability, a highly competitive workforce, an expanding industrial base, and an impressive network of free trade agreements have transformed the country into a strategic production hub for multinational companies.
However, establishing manufacturing operations in Vietnam involves considerably more than identifying a factory, signing a manufacturing agreement and shipping products overseas.
After more than twenty-five years advising international investors and manufacturers in Vietnam, I have observed that the most expensive mistakes are rarely engineering failures. More often, they are legal, regulatory, customs and structural issues that were overlooked during the planning stage.
Most of these mistakes are entirely avoidable.
This article highlights twenty of the most common issues encountered by international manufacturers and offers practical guidance on how to avoid them.

Mistake No. 1 – Treating Vietnam as Simply Another Low-Cost Manufacturing Location
Vietnam is not merely a lower-cost alternative to other manufacturing jurisdictions.
It has its own legal system, customs framework, regulatory authorities and business practices. Strategies that succeed elsewhere cannot automatically be transferred to Vietnam without careful legal analysis.
Best Practice: Design a Vietnam-specific strategy rather than copying an existing manufacturing model from another jurisdiction.

Mistake No. 2 – Selecting the Manufacturing Structure Before Obtaining Legal Advice
Many companies finalise commercial arrangements before consulting legal advisers.
Once contracts have been signed and production has commenced, changing the legal structure often becomes difficult and expensive.
Best Practice: Integrate legal planning into the earliest stage of project development.

Mistake No. 3 – Relying Solely on the Supplier’s HS Classification
Incorrect customs classification can affect customs duties, import procedures, licensing requirements, VAT, statistical reporting and rules of origin.
Supplier classifications should always be independently verified.
Best Practice: Conduct an independent HS classification review before importation.

Mistake No. 4 – Assuming Assembly Automatically Creates Vietnamese Origin
One of the most common misconceptions concerns rules of origin.
Simply assembling imported components in Vietnam does not automatically qualify products as Vietnamese origin.
Origin depends upon detailed legal requirements under applicable trade agreements and customs legislation.
Best Practice: Carry out a comprehensive origin analysis before production begins.

Mistake No. 5 – Underestimating the EVFTA
The EU–Vietnam Free Trade Agreement offers substantial commercial advantages.
However, preferential tariff treatment is available only where the applicable legal requirements are fully satisfied.
Best Practice: Design the manufacturing process with EVFTA compliance in mind from the outset.

Mistake No. 6 – Choosing the Wrong Customs Procedure
Different customs procedures produce different legal consequences.
Selecting an unsuitable procedure may increase administrative burdens, create unnecessary costs or complicate future exports.
Best Practice: Evaluate all legally available customs procedures before selecting the most appropriate structure.

Mistake No. 7 – Separating Customs Planning from Corporate Planning
Corporate structure directly influences customs compliance.
Ownership, contractual arrangements, importation, exportation and taxation should all be considered together.
Best Practice: Develop customs and corporate structures simultaneously.

Mistake No. 8 – Failing to Understand the Entire Supply Chain
Legal advice cannot focus solely on one shipment.
The entire supply chain—from supplier to final customer—should be analysed.
Best Practice: Prepare a complete process map before implementation.

Mistake No. 9 – Neglecting Product-Specific Regulatory Requirements
Certain products require approvals beyond customs compliance.
Examples include radio equipment, telecommunications products, medical devices, batteries and products incorporating encryption technology.
Best Practice: Conduct a comprehensive regulatory review alongside customs planning.

Mistake No. 10 – Inadequate Documentation
Documentation frequently determines whether customs authorities accept origin claims and customs declarations.
Poor documentation creates unnecessary audit risks.
Best Practice: Develop documentation systems before production starts.

Mistake No. 11 – Assuming Customs Compliance Ends After Importation
Compliance continues throughout manufacturing, exportation and post-clearance audit periods.
Best Practice: Treat compliance as an ongoing management function.

Mistake No. 12 – Ignoring Contract Manufacturing Risks
Manufacturing agreements frequently allocate legal responsibility differently from commercial expectations.
Best Practice: Ensure manufacturing contracts accurately reflect operational reality.

Mistake No. 13 – Failing to Clarify Ownership Throughout Production
Questions concerning ownership influence customs declarations, taxation, accounting and liability.
Best Practice: Clearly define ownership at every production stage.

Mistake No. 14 – Overlooking Customs Audit Preparation
Many companies prepare for customs inspections only after receiving an audit notice.
By then, reconstructing documentation may be difficult.
Best Practice: Operate as though every shipment may eventually be audited.

Mistake No. 15 – Ignoring Long-Term Scalability
A structure suitable for one pilot shipment may become inefficient for regular production.
Best Practice: Design systems capable of supporting future growth.

Mistake No. 16 – Focusing Only on Vietnam
International manufacturing projects involve multiple legal systems.
European customs authorities, overseas regulators and international trade agreements all influence compliance.
Best Practice: Consider the entire cross-border legal framework.

Mistake No. 17 – Underestimating Internal Compliance
Legal compliance depends upon people as much as documentation.
Employees should understand their responsibilities.
Best Practice: Establish internal compliance procedures and regular training.

Mistake No. 18 – Waiting Until Problems Arise
Correcting legal issues after production has begun is almost always more expensive than preventing them.
Best Practice: Identify legal risks before implementation.

Mistake No. 19 – Treating Customs as an Administrative Function
Customs decisions frequently determine commercial profitability.
They therefore deserve management attention.
Best Practice: Include customs and international trade specialists in strategic planning.

Mistake No. 20 – Viewing Legal Advice as a Cost Rather Than an Investment
The objective of legal advice is not merely to solve disputes.
Its greatest value lies in preventing disputes from arising.
Well-designed legal structures improve operational certainty, facilitate customs compliance and reduce long-term commercial risk.
Best Practice: Consider legal planning as part of the overall investment in manufacturing success.

Final Thoughts
Vietnam offers exceptional opportunities for international manufacturers.
Companies that combine sound commercial planning with robust legal structuring are well positioned to benefit from Vietnam’s growing role in global manufacturing and international trade.
Experience consistently demonstrates that successful manufacturing projects share one common characteristic.
They are designed—not only engineered.
Careful planning of customs procedures, rules of origin, corporate structures, regulatory approvals and documentation before the first shipment leaves the factory is significantly easier than correcting structural weaknesses after production has begun.
The most successful manufacturers recognise that legal certainty and operational excellence are not competing objectives. They are complementary pillars of a resilient, efficient and internationally competitive supply chain.

About the Author
Dr. Oliver Massmann is Partner and General Director of Duane Morris Vietnam LLC. For more than twenty-five years, he has advised multinational corporations, manufacturers, investors and financial institutions on foreign direct investment, international trade, customs, free trade agreements, WTO matters, manufacturing, energy, infrastructure and complex cross-border transactions in Vietnam.
His practice combines legal analysis with practical commercial implementation, assisting clients in developing legally compliant, customs-efficient and commercially sustainable business models for long-term success in Vietnam.

Executive Summary

Vietnam has entered one of the most important phases of its modern economic development.

The revival of the national nuclear power programme represents far more than another infrastructure project. It is a strategic decision concerning Vietnam’s future energy security, industrial competitiveness, technological development, national resilience and long-term economic growth.

Recent developments indicate that Vietnam is moving steadily towards selecting an international strategic partner for the Ninh Thuan 2 Nuclear Power Project.

This is an important milestone.

However, selecting an excellent partner is only the beginning. History demonstrates that successful nuclear programmes are built not only on outstanding technology, but equally on excellent preparation, sound legal frameworks, bankable financing structures, robust security, efficient government coordination and disciplined project execution. Vietnam now has a unique opportunity to establish a new international benchmark.

A Defining Moment for Vietnam

Few infrastructure projects shape a nation’s future as profoundly as a nuclear power programme.

Ninh Thuan 2 represents:
– long-term national energy security;
– support for Vietnam’s continued industrialisation;
– reduction of carbon emissions;
– diversification of the national energy mix;
– development of advanced technological capabilities;
– increased investor confidence;
– strengthening Vietnam’s international competitiveness.

This project will influence Vietnam’s economic development for decades.

Vietnam Has Strong Foundations

Vietnam is not beginning from the starting line.

The country already possesses:
– decades of institutional preparation;
– extensive work completed during the previous nuclear programme;
– valuable cooperation with the International Atomic Energy Agency (IAEA);
– an increasingly sophisticated legal framework;
– internationally recognised experience with complex power infrastructure financed by international lenders;
– a capable public administration with proven experience in delivering strategic infrastructure projects.

These foundations significantly reduce project risk.

International Interest Reflects Confidence in Vietnam

The strong interest shown by internationally recognised nuclear technology providers demonstrates an important fact: Vietnam has become one of the world’s most attractive destinations for long-term strategic investment. Healthy international competition benefits Vietnam. It enables the Government to identify the partner that best serves the country’s long-term national interests. The objective should never be merely selecting the strongest reactor technology. The objective should be selecting the strongest long-term strategic partnership.

Strategic Action Plan

Action 1: Complete Partner Selection with a Long-Term Strategic Perspective

Evaluation should extend well beyond construction capability. The successful strategic partner should demonstrate:
– internationally proven technology;
– an outstanding operational safety record;
– successful delivery of comparable projects;
– commitment to technology transfer;
– comprehensive training of Vietnamese personnel;
– long-term operational support;
– competitive financing capability;
– commitment to developing Vietnam’s domestic nuclear ecosystem.

The relationship will extend over many decades. Long-term partnership should therefore receive the highest priority.

Action 2: Complete the Legal and Regulatory Framework Before Financial Close

International lenders finance legal certainty. Vietnam should continue strengthening legislation covering:
– licensing;
– nuclear safety;
– environmental protection;
– land acquisition;
– radioactive waste management;
– emergency preparedness;
– procurement procedures;
– international safeguards;
– regulatory oversight.

Predictable regulation significantly reduces financing costs and increases investor confidence.

Action 3: Make Nuclear Security and Cybersecurity a National Strategic Priority

A modern nuclear power plant is not merely an energy facility. It is part of a nation’s most critical infrastructure. Accordingly, Vietnam should establish a comprehensive nuclear security framework covering every phase of the project—from design and construction through operation, maintenance and eventual decommissioning. This framework should include:
– cybersecurity by design for operational technology (OT) and information technology (IT);
– protection against state-sponsored cyber threats and advanced persistent attacks;
– secure digital supply chains and rigorous vendor security requirements;
– strict personnel screening, access control and insider threat programmes;
– physical protection of nuclear facilities and supporting infrastructure;
– secure communications and protection of sensitive data;
– continuous cybersecurity monitoring, penetration testing and independent security audits;
– incident response capability, business continuity and disaster recovery planning; and
– close cooperation with the IAEA and international partners on nuclear security best practices.

Cybersecurity must not be viewed merely as an information technology issue. It is a matter of national security. The resilience of Vietnam’s future nuclear programme will depend not only on engineering excellence, but equally on the ability to protect critical infrastructure against increasingly sophisticated physical and cyber threats. The safest nuclear power plant is one that is secure by design from its very first day.

Action 4: Build a Bankable Financing Structure

Experience from internationally financed infrastructure projects demonstrates one fundamental lesson:
– Engineering attracts attention.
– Bankability attracts financing.

Vietnam should therefore complete:
– Government support arrangements;
– transparent risk allocation;
– lender protections;
– currency risk management;
– change-in-law provisions;
– political force majeure arrangements;
– internationally accepted dispute resolution mechanisms.

These elements create confidence among international lenders, export credit agencies and investors.

Action 5: Coordinate Government Decision-Making

A national project of this magnitude requires unified leadership. Close coordination should continue among:
– Ministry of Industry and Trade;
– Ministry of Finance;
– Ministry of Justice;
– Ministry of Science and Technology;
– Ministry of Agriculture and Environment;
– Vietnam Electricity;
– provincial authorities.

Efficient coordination accelerates implementation and reduces delays.

Action 6: Develop Vietnamese Human Capital

A nuclear programme ultimately depends upon people.
Vietnam should continue investing in:
– engineering education;
– regulator training;
– operator certification;
– international exchange programmes;
– university cooperation;
– research institutions.

Human capital remains Vietnam’s greatest strategic asset.

Action 7: Strengthen Domestic Industrial Participation

The project should maximise opportunities for Vietnamese industry.
Preparation should begin immediately for:
– supplier qualification;
– quality certification;
– manufacturing capability;
– specialised construction services;
– maintenance capability.

Every Vietnamese enterprise successfully integrated into the nuclear supply chain strengthens the country’s long-term industrial competitiveness.

Action 8: Accelerate Digital Project Delivery

Modern nuclear projects should utilise:
– digital permitting;
– integrated project management;
– Building Information Modelling (BIM);
– artificial intelligence for project monitoring;
– digital compliance management;
– electronic reporting systems.

Digitalisation improves transparency, efficiency and accountability.

Action 9: Maintain Transparent Public Communication

Public confidence is essential. Communication should remain:
– transparent;
– scientifically accurate;
– timely;
– consistent;
– understandable.
Public trust represents one of the project’s greatest strategic assets.

Action 10: Think Beyond the First Project

Ninh Thuan 2 should become the foundation for a long-term national nuclear programme.

Planning should already begin for:
– future reactors;
– domestic supply chains;
– research capability;
– advanced manufacturing;
– regional centres of excellence.

Great nations think in generations. Learning from Vietnam’s Infrastructure Success Vietnam has already demonstrated its ability to deliver internationally financed infrastructure projects meeting world-class standards. The lessons remain remarkably consistent:

– legal certainty creates investor confidence;
– balanced risk allocation attracts financing;
– transparent government support enhances bankability;
– professional project preparation reduces delays;
– close cooperation between government and investors produces long-term success.

These principles remain equally applicable to nuclear infrastructure. Technology builds reactors. Preparation delivers successful projects.

Conclusion

Vietnam has reached a defining moment. The revival of nuclear power reflects confidence in the country’s future and demonstrates its determination to build a resilient, diversified and sustainable energy system. The strong interest shown by internationally experienced nuclear developers is itself a vote of confidence in Vietnam’s economic prospects, political stability and long-term energy strategy.

The next objective should therefore be clear. Select the strongest long-term strategic partner. Create a world-class legal, financial and regulatory framework. Build security and cybersecurity into every stage of the project.

Prepare thoroughly.
Execute professionally.
Deliver successfully.

If Vietnam follows this path, Ninh Thuan 2 will become far more than a nuclear power plant.
It will become an international benchmark for how vision, preparation, international cooperation, technological excellence, security and disciplined execution can together shape the future of a nation.

In the twenty-first century, the success of a nuclear programme is measured not only by megawatts generated, but equally by safety, security, cybersecurity, resilience and public confidence.

Vietnam’s nuclear future has begun. Now is the time to build it right.

***
For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.

Part III – From Legal Structure to Operational Success
In Part II, we examined how to design a legally sound customs and trade structure. However, even the most carefully designed framework will only succeed if it is implemented correctly in practice.
This final part focuses on translating legal strategy into operational reality. It addresses corporate structuring, regulatory compliance, customs audits, and practical implementation measures that determine whether a manufacturing project in Vietnam remains efficient, compliant, and scalable over time.
Step Five: Align Corporate Structure with the Supply Chain Model A common mistake is to treat corporate structuring as separate from customs and trade planning.
In reality, both are closely interconnected.
The legal entity structure determines:
– who owns the goods at each stage;
– who acts as importer and exporter of record;
– who bears customs liability;
– how contracts are structured;
– how profits are allocated; and
– how tax obligations arise.
Companies should therefore carefully consider:
– whether to establish a Vietnamese subsidiary;
– whether to operate through a representative office or branch;
– whether contract manufacturing is appropriate;
– whether a trading entity should be established;
– how intercompany transactions will be structured; and
– how transfer pricing rules will apply.
The corporate structure should support—not complicate—the customs model.
Step Six: Secure All Required Regulatory Approvals Manufacturing in Vietnam often requires more than customs compliance.
Depending on the product and activities involved, companies may need:
– investment registration certificates;
– enterprise registration certificates;
– manufacturing licenses;
– import/export licenses;
– product-specific approvals;
– technical conformity certifications;
– radio frequency approvals;
– cybersecurity compliance;
– environmental permits; and
– labor registrations.
Failure to obtain the correct approvals can delay operations or expose the company to penalties.
Regulatory compliance should therefore be addressed early and integrated into the overall project timeline.
Step Seven: Implement Robust Internal Compliance Systems Legal compliance cannot rely solely on external advisers.
Companies must establish internal systems that ensure consistent compliance across all operations.
Key elements include:
– clearly defined internal responsibilities;
– written compliance procedures;
– staff training programs;
– internal audit mechanisms;
– documentation control systems;
– supplier verification processes; and
– escalation procedures for compliance issues.
Compliance should be treated as an ongoing management function rather than a one-time exercise.
Step Eight: Prepare for Customs Audits from Day One Customs audits are a normal part of international trade.
Authorities in Vietnam and in export markets increasingly conduct post-clearance audits to verify compliance.
Companies should therefore assume that their operations will eventually be reviewed.
Preparation includes:
– maintaining complete and accurate documentation;
– ensuring consistency between declarations and actual operations;
– retaining records for the required period;
– documenting origin calculations;
– preserving supplier declarations; and
– ensuring traceability of all components.
A well-prepared company can respond efficiently to audits and minimize disruption.
Step Nine: Avoid Common Compliance Pitfalls Experience shows that certain mistakes occur repeatedly in manufacturing projects.
Among the most common are:
– relying on incorrect HS classifications;
– assuming origin without proper legal analysis;
– failing to align contracts with actual operations;
– inadequate documentation of manufacturing processes;
– inconsistent customs declarations;
– insufficient supplier verification;
– neglecting regulatory approvals; and
– attempting to reconstruct documentation after the fact.
Avoiding these pitfalls requires proactive planning and continuous monitoring.
Step Ten: Establish Practical Management Checklists To ensure consistent implementation, companies should develop practical checklists covering key areas such as:
Before Production Begins:
– confirm product classification;
– complete origin analysis;
– select customs procedure;
– finalize corporate structure;
– obtain regulatory approvals.
During Production:
– maintain production records;
– track component usage;
– update documentation;
– monitor compliance procedures.
Before Export:
– verify origin documentation;
– confirm export declarations;
– review contractual terms;
– ensure consistency across all documents.
After Export:
– retain records;
– conduct internal reviews;
– prepare for potential audits.
Checklists help translate legal requirements into daily operational practice.
Step Eleven: Plan for Long-Term Scalability A successful manufacturing project rarely remains static.
Companies should anticipate:
– increased production volumes;
– additional product lines;
– new suppliers;
– expanded export markets;
– evolving regulatory requirements.
The legal and operational framework should therefore be flexible enough to accommodate growth without requiring fundamental restructuring.
Final Thoughts
Building a China–Vietnam–EU supply chain is not merely an operational exercise.
It is a complex legal and strategic undertaking that requires careful planning, precise implementation, and continuous management.
Companies that invest in proper legal structuring, robust compliance systems, and disciplined operational execution are best positioned to benefit from Vietnam’s growing role in global manufacturing.
Conversely, those that underestimate the importance of legal and customs compliance may face significant risks that undermine long-term success.
Conclusion of the Series
This three-part series has outlined:
– why legal planning must precede operational decisions;
– how to design a compliant customs and trade structure; and
– how to implement that structure effectively in practice.
The objective is not merely compliance, but the creation of a resilient, efficient, and scalable manufacturing platform capable of supporting long-term international growth.
***
For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.

Part II – Designing the Optimal Legal and Customs Structure

In Part I, we discussed why legal planning should precede operational implementation and identified the strategic questions every international manufacturer should answer before establishing a Vietnam-based manufacturing platform.
The next step is to transform those strategic considerations into a legally robust customs and trade structure.
This is the stage at which many companies inadvertently create long-term compliance risks. Often, management understandably focuses on production schedules, engineering specifications and customer delivery deadlines. However, the legal architecture of the supply chain deserves equal attention. Decisions made before the first shipment frequently determine whether a manufacturing model remains efficient and compliant years later.
The objective should not merely be to move goods through customs. The objective should be to build a supply chain capable of withstanding regulatory scrutiny in Vietnam and in the destination market while remaining commercially efficient.
Step One: Understand the Product Before Analysing the Law No meaningful customs analysis can begin until the product itself is fully understood.
Surprisingly, legal advisers are often asked to recommend customs structures before receiving complete technical information.
That approach should be avoided.
The legal analysis should normally begin with questions such as:
– What exactly is the finished product?
– Which components are imported?
– Which countries supply those components?
– Which manufacturing processes occur in Vietnam?
– Which manufacturing processes occur elsewhere?
– What is the commercial purpose of each imported component?
– How will the finished product ultimately be marketed?
For electronic products, additional technical questions frequently become relevant:
– Does the product contain radio frequency modules?
– Does it incorporate wireless communication technology?
– Does encryption software form part of the system?
– Does the product require software installation during manufacturing?
– Are firmware updates performed in Vietnam?
– Is calibration undertaken locally?
These technical facts frequently determine which legal rules become applicable.
Accordingly, successful customs planning begins not with legal analysis but with engineering analysis.
Step Two: Never Underestimate Product Classification Customs classification remains one of the most underestimated aspects of international manufacturing.
Many businesses understandably assume that the HS code provided by the overseas supplier must already be correct.
That assumption can be costly.
The Harmonized System affects far more than customs duty.
Proper classification may determine:
– applicable import procedures;
– licensing requirements;
– import restrictions;
– customs valuation;
– VAT treatment;
– statistical reporting obligations;
– product-specific rules of origin;
– export documentation requirements; and
– post-clearance customs audit exposure.
Even highly sophisticated manufacturers occasionally discover that identical products have been classified differently by different suppliers or customs authorities.
Independent verification should therefore always be performed before implementing a manufacturing model.
An incorrect tariff classification may continue affecting every shipment for years before eventually being identified during a customs inspection.
Step Three: Selecting the Appropriate Customs Procedure One of the most important strategic decisions concerns the customs regime under which goods will enter Vietnam.
Contrary to popular belief, there is rarely one universally “best” solution.
Vietnamese customs legislation provides several legal mechanisms that may be appropriate depending upon the particular manufacturing model.
The correct structure depends upon factors including:
– ownership of the goods;
– manufacturing activities;
– intended export markets;
– contractual arrangements;
– duration of manufacturing;
– inventory management;
– taxation; and
– long-term commercial objectives.
Among the questions that should be analysed are:
– Should the goods enter Vietnam under an ordinary commercial import procedure?
– Would an import-for-processing structure better reflect the commercial model?
– Is temporary importation legally and commercially appropriate?
– Does contract manufacturing provide advantages?
– Would another customs procedure available under Vietnamese law better support the project?
These questions should never be answered solely from an operational perspective.
A procedure that initially appears administratively simple may create unnecessary complexity later regarding customs reporting, inventory reconciliation or export documentation.
The objective should always be to identify the legally appropriate procedure that best supports the intended business model.
Step Four: Rules of Origin—Often the Most Critical Legal Analysis For manufacturers exporting from Vietnam to the European Union, few legal issues are more significant than rules of origin.
Many executives understandably associate “country of origin” with the location where goods are assembled.
International trade law is considerably more sophisticated.
Origin depends upon specific legal rules established under applicable trade agreements and customs legislation.
Whether a product may legitimately be considered Vietnamese origin requires careful legal analysis rather than commercial assumption.
Among the issues requiring consideration are:
– the origin of each imported component;
– the applicable product-specific rule;
– tariff classification changes;
– value-added calculations;
– substantial transformation requirements;
– manufacturing processes undertaken in Vietnam; and
– documentary evidence supporting the origin claim.
The legal analysis should always begin before production commences rather than immediately before export.
Doing so allows the manufacturing process, documentation systems and contractual arrangements to be aligned with the applicable legal requirements.
The EVFTA Creates Significant Opportunities—but Also Significant Responsibilities The European Union–Vietnam Free Trade Agreement represents one of the most important trade agreements for manufacturers exporting from Vietnam to Europe.
The agreement offers considerable commercial opportunities through preferential tariff treatment.
However, preferential treatment is never automatic.
Companies claiming EVFTA benefits must be prepared to demonstrate compliance with the applicable legal requirements.
European customs authorities may examine not only export documentation but also manufacturing records, supplier declarations, production processes and supporting origin evidence.
Accordingly, companies should approach EVFTA compliance as an ongoing governance process rather than a document prepared shortly before shipment.
Origin documentation should be created continuously throughout production.
Attempting to reconstruct supporting evidence years later during a customs audit is rarely straightforward.
WTO Principles Continue to Matter
Although much attention focuses on free trade agreements, WTO principles continue to provide the broader legal framework governing international trade.
Manufacturers operating across multiple jurisdictions should understand that WTO rules influence numerous aspects of customs administration, tariff classification and international trade policy.
For multinational manufacturers, WTO principles frequently operate alongside bilateral and regional free trade agreements rather than being replaced by them.
A sound manufacturing strategy therefore considers both.
Components Imported from Multiple Countries Require Particular Attention Modern manufacturing increasingly involves components sourced from several jurisdictions.
A typical electronics project may include components originating from:
– China;
– Germany;
– Japan;
– Korea;
– Taiwan;
– Malaysia;
– Singapore; or
– the United States.
Each component should be reviewed individually.
Among the questions requiring analysis are:
– Who owns the component during transport?
– Which customs declaration applies?
– What documentation accompanies the shipment?
– How is customs value determined?
– Will the component be incorporated permanently into the finished product?
– Does the component influence origin analysis?
– Are additional regulatory approvals required?
Companies frequently focus on high-value components.
Experience shows that lower-value components occasionally create equally significant compliance questions.
Every component should therefore be considered within the context of the complete manufacturing process.
Documentation Is the Foundation of Customs Compliance No legal structure can succeed without appropriate documentation.
During customs audits, authorities generally examine not only legal conclusions but also the documentary evidence supporting those conclusions.
Accordingly, manufacturers should establish comprehensive documentation systems from the outset.
Examples include:
– Bills of Materials;
– production flowcharts;
– manufacturing records;
– quality assurance documentation;
– calibration records;
– software installation records;
– inventory reconciliation;
– supplier declarations;
– origin documentation;
– customs declarations;
– import documentation;
– export documentation; and
– internal compliance procedures.
Good documentation serves two purposes.
First, it facilitates day-to-day operational management.
Secondly, it provides persuasive evidence should customs authorities later review the manufacturing process.
A Legal Structure Should Be Designed for Growth Many companies initially establish manufacturing operations through a pilot project.
That is entirely understandable.
Nevertheless, the legal structure should be designed with future expansion in mind.
Management should therefore ask:
– Will production volumes increase?
– Will additional suppliers be introduced?
– Will exports expand beyond Europe?
– Will a Vietnamese subsidiary eventually be established?
– Will warehousing become necessary?
– Will engineering activities move to Vietnam?
– Will research and development be conducted locally?
A legal structure that functions efficiently for one shipment may become unnecessarily burdensome after one hundred shipments.
Forward planning therefore represents a valuable investment.
Looking Ahead
Once the customs structure has been designed, companies frequently assume that the legal analysis has been completed.
In reality, implementation has only begun.
The practical success of any manufacturing project depends upon integrating customs compliance with corporate structuring, contractual arrangements, regulatory approvals and day-to-day operational procedures.
These issues will be examined in Part III, together with practical implementation guidance, common compliance mistakes, management checklists and best practices developed from decades of advising international investors establishing manufacturing operations in Vietnam.

***
For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.

To be continued in Part III – From Legal Structure to Operational Success: Corporate Structuring, Regulatory Compliance, Customs Audits and Practical Implementation Guidelines.

Part I – Strategy Before Structure: Why Legal Planning Determines Manufacturing Success
Executive Summary
Global supply chains are undergoing one of the most significant transformations in decades. Geopolitical developments, increasing trade tensions, the search for resilient sourcing strategies and the continued diversification of manufacturing have encouraged companies around the world to adopt a “China + 1” strategy. Among all alternative manufacturing destinations, Vietnam has emerged as one of the most attractive jurisdictions for international manufacturers seeking efficient production, political stability, a skilled workforce and preferential access to global markets.
For many businesses, however, relocating part of the manufacturing process to Vietnam is not simply a logistics exercise. It is a legal project.
A manufacturing model that appears commercially straightforward may involve complex questions under Vietnamese customs law, WTO principles, free trade agreements, rules of origin, import procedures, export documentation, corporate structuring and regulatory compliance.
Experience has shown that many legal and commercial problems do not arise because companies intentionally disregard the law. Rather, they arise because important legal questions were never identified before the first shipment arrived.
Once production has commenced, correcting an unsuitable legal structure can become expensive, disruptive and time-consuming.
The most successful manufacturing projects therefore begin with legal planning—not after the first shipment arrives, but before the first purchase order is issued.
This article provides a practical roadmap for companies considering or implementing manufacturing operations in Vietnam. It identifies the legal questions that should be addressed before production begins and explains why customs planning, corporate structuring and international trade compliance should be viewed as strategic business decisions rather than purely administrative matters.

Vietnam’s Position in the New Global Manufacturing Landscape
Few countries have benefited from the restructuring of international supply chains as significantly as Vietnam.
During the past decade Vietnam has successfully positioned itself as one of Asia’s premier manufacturing destinations. Major multinational corporations have expanded their manufacturing footprint in Vietnam across sectors including electronics, semiconductors, consumer products, automotive components, medical devices, industrial machinery and renewable energy technologies.
Several factors explain Vietnam’s growing importance.
First, Vietnam offers political stability combined with a government that has consistently pursued international economic integration.
Secondly, Vietnam has concluded an impressive network of free trade agreements, including the European Union–Vietnam Free Trade Agreement (EVFTA), the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), the Regional Comprehensive Economic Partnership (RCEP), and numerous bilateral agreements.
Thirdly, Vietnam has developed an increasingly sophisticated manufacturing base capable of supporting both labour-intensive and highly technical production.
For European manufacturers, Vietnam increasingly serves not merely as an alternative production location but as an integral component of regional and global supply chains.
Yet this success also creates legal complexity.
Manufacturing today rarely occurs entirely within one country.
Instead, components may originate from China, Japan, Korea, Germany, Taiwan, Singapore or the United States before being assembled, programmed, tested and exported from Vietnam to Europe or other international markets.
Every additional border crossing introduces additional legal questions.
Manufacturing Is No Longer a Single-Country Process
Traditional manufacturing models often involved relatively simple production chains.
Today, however, products frequently cross several international borders before reaching the final customer.
Consider a typical example.
Electronic circuit boards may be manufactured and populated in China.
Additional electronic components may originate from Germany, Japan or Korea.
The products are then imported into Vietnam, where additional assembly, firmware installation, software programming, calibration, quality testing and packaging are performed.
The completed product is subsequently exported to Germany for final integration before delivery throughout Europe.
From an engineering perspective, this workflow appears logical.
From a legal perspective, however, almost every stage creates independent regulatory questions.
Which customs procedure should govern the importation into Vietnam?
Has the correct customs classification been selected?
Who legally owns the goods during each manufacturing stage?
Which entity should act as importer of record?
Which documentation must accompany each shipment?
Does the manufacturing performed in Vietnam satisfy the applicable rules of origin?
Can Vietnamese preferential origin legitimately be claimed under the EVFTA?
How will European customs authorities evaluate the production process?
Has sufficient evidence been retained to support origin declarations years after export?
None of these questions can be answered by logistics specialists alone.
Each requires coordinated analysis under Vietnamese law, international trade law and the applicable free trade agreements.
The Biggest Mistake Companies Make
One misconception appears repeatedly in international manufacturing projects.
Many companies assume that customs compliance begins when the shipment reaches the port.
In reality, customs compliance begins months earlier.
The decisive legal questions are often determined when companies negotiate manufacturing contracts, select suppliers, establish corporate structures and design production processes.
Once these commercial decisions have been implemented, legal flexibility becomes increasingly limited.
Changing customs structures after production has commenced frequently requires amendments to commercial contracts, customs registrations, accounting systems, inventory controls and supply chain documentation.
These changes inevitably consume management time and increase costs.
Consequently, companies should resist the temptation to treat customs compliance as a purely operational issue.
Instead, customs planning should form part of the initial commercial design of the manufacturing project.
The Principle That Guides Every Successful Manufacturing Project
Over more than twenty-five years advising multinational investors in Vietnam, one principle has remained remarkably consistent.
The legal structure should support the commercial model—not force the commercial model to adapt to an inappropriate legal structure.
This principle appears obvious.
Surprisingly, however, many companies adopt precisely the opposite approach.
Commercial teams frequently finalise production arrangements before legal advisers are instructed.
Lawyers are then asked to “make the structure work.”
Occasionally this is possible.
Frequently it is not.
The better approach is to allow commercial planning and legal planning to develop simultaneously.
When lawyers, engineers, logistics specialists, finance departments and customs professionals collaborate from the outset, manufacturing structures become significantly more robust and commercially efficient.
The Ten Questions Every Manufacturer Should Ask Before the First Shipment
Although every manufacturing project is unique, there are several questions that should always be addressed before production begins.
1. Have we independently verified the HS classification?
Supplier classifications should never be accepted automatically.
Incorrect classification may affect customs duties, licensing requirements, import procedures, statistical reporting, customs valuation and origin analysis.
A single incorrect tariff classification can create long-term compliance problems throughout the supply chain.
2. Which customs procedure best supports the project?
Vietnamese customs legislation offers several legally available import structures.
Depending upon the project, companies may consider ordinary commercial importation, importation for processing, temporary importation or other customs procedures available under Vietnamese law.
Selecting the correct procedure should follow legal analysis rather than administrative convenience.
3. Can Vietnamese origin legitimately be claimed?
This question often determines whether preferential tariff treatment under the EVFTA will ultimately be available.
The answer depends not only upon where production occurs, but also upon the applicable product-specific rules of origin, the manufacturing process performed in Vietnam and the supporting documentation retained throughout production.
Many companies underestimate this analysis.
European customs authorities generally do not.
4. Does the corporate structure support the customs structure?
Corporate planning and customs planning should never be separated.
Questions concerning ownership, invoicing, contractual responsibility, importation, exportation and manufacturing responsibility should be considered together.
A poorly designed corporate structure may unnecessarily complicate customs compliance.
5. Have regulatory approvals been considered?
Customs law rarely operates in isolation.
Depending upon the product, additional Vietnamese regulatory requirements may arise.
These may include telecommunications approvals, radio frequency regulations, electrical safety requirements, cybersecurity rules, environmental regulations, battery regulations or sector-specific licensing requirements.
Failure to identify these issues before importation may delay production unnecessarily.
Manufacturing Projects Are Risk Management Projects
Experienced manufacturers understand that successful production depends upon controlling technical risk.
The same principle applies to legal risk.
The objective is not to eliminate every conceivable legal uncertainty.
Rather, it is to identify material risks early enough that practical solutions remain available.
Legal planning therefore becomes an investment in operational certainty.
The companies that consistently succeed in Vietnam are rarely those willing to assume the greatest risks.
Instead, they are those that recognise potential legal issues before they become operational problems.
This approach ultimately protects not only customs compliance but also production schedules, customer relationships and commercial profitability.
***
For more information on the above, please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.
***
To be continued in Part II: Designing the Optimal Customs Structure – HS Classification, Rules of Origin, WTO Principles, EVFTA Requirements and Selecting the Appropriate Vietnamese Customs Regime.