Case Study No. 3 | Legal Analysis of Foreign Market Entry into Call Center, Advertising, and Back-Office Outsourcing Services in Vietnam

A thorough legal explanation of foreign-ownership restrictions, market-entry structures, license availability, and practical and contractual considerations for companies looking to operate BPO (Business Process Outsourcing) businesses such as call centers, advertising, and back-office services in Vietnam. Essential reading for Japanese companies considering localizing indirect functions or optimizing costs. NEXORA LAWFIRM provides comprehensive support to Japanese companies expanding BPO and support-service businesses in Vietnam, including analysis of business-line classification, determination of foreign-ownership eligibility, structuring of legal schemes, and contract preparation. We are known for providing clear guidance grounded in both practical experience and the law, even in complex regulatory areas.

01 - Overview of the Case

Company XXX asked us to research whether it could establish a 100%-foreign-owned entity, as a foreign investor, in each of the following three business areas in Vietnam, along with the legal considerations for business registration:

① Call center services (e.g., answering/message-relay services)

② Advertising business

③ Data entry and back-office outsourcing (back-office support)

All three are intended to support a future BPO service offering for Japanese companies, and require careful preliminary analysis grounded in legal authority and practical risk.

02 - Legal Advice from Vietnamese Counsel

▶ Legal Issue 1: Call center business (CPC 87903)

There is no WTO commitment on this, leaving it to the discretion of the Vietnamese government.
That said, the Japan-Vietnam Economic Partnership Agreement (JVEPA) expressly permits unrestricted market entry by Japanese investors for "telephone answering services" falling under CPC 87903.
Registration is limited strictly to "CPC 87903 only" — general call center operations in the broader sense are not covered.

✅Recommended approach:

At the time of registration, expressly state that "CPC 87903 is being applied for under JVEPA," and be prepared to submit an explanatory memorandum to the competent authority if needed.
This business line is not a conditional sector, so no sub-license or minimum capital requirement applies.
Since there are precedents of foreign-invested companies successfully registering this business, such precedents are likely to be persuasive when engaging with the authorities.

▶ Legal Issue 2: Advertising business (CPC 871／VSIC 7310)

Vietnam does not permit 100%-foreign-owned entry into the advertising business; under Vietnam's WTO commitments, entry must be structured through a joint venture with a Vietnamese entity or a Business Cooperation Contract (BCC).
There is no restriction on the equity ratio, and the Japanese side may hold up to 99.99% of the equity.
The Vietnamese joint-venture partner must (i) have legal-entity status and (ii) hold an advertising business license.

✅Recommended approach:

Since a joint venture (or BCC) with a Vietnamese entity is mandatory for Company XXX to conduct the advertising business, selecting a trustworthy partner is essential. That said, the local partner's holding of
Where advertising content relates to pharmaceuticals, health foods, or children's products, prior approval and certification must be confirmed for each product category.

▶ Legal Issue 3: Data processing and back-office outsourcing (CPC 843／CPC 87909)

CPC 843 (data processing) and VSIC 6311 (data processing and hosting) are unconditional business lines open to 100% foreign ownership, with no capital requirement or additional license. ※ While there is no capital requirement as a registration condition, the business plan and any special local policies should still be considered.
CPC 87909 (back-office/administrative outsourcing services), on the other hand, is not expressly committed under either the WTO or JVEPA, so approval is at the discretion of the Vietnamese government.

✅Recommended approach:

For back-office outsourcing, in addition to the application documents, a detailed description of the services and evidence of track record in other countries should be submitted to make a persuasive case to the authorities. As there are precedents of foreign-invested companies successfully registering this business, such precedents are likely to be persuasive when engaging with the authorities.
Registration review can take 2–3 months, and approval is not guaranteed, so we recommend considering a backup plan (e.g., registering via joint venture, or adjusting the scope of services).

◆Conclusion and Recommended Course of Action◆

For Company XXX to expand its BPO service business in Vietnam, it is essential to select an appropriate entry structure for each business line and to present arguments grounded in the applicable treaties and laws.

Business Line

Availability of Sole Foreign Ownership

Recommended Response

Telephone answering services (CPC 87903)

✅ Available (on JVEPA grounds)

Advance explanation with explicit reliance on JVEPA

Advertising business (CPC 871)

❌ Not available (joint venture/BCC required)

Partner with a local entity

Data processing (CPC 843)

✅ Unconditional business line

No issues

Back-office outsourcing (CPC 87909)

△ Subject to authorities' discretion

Detailed explanation ＋ backup plan

As next steps, we recommend the following:

Organize the business codes (CPC/VSIC) applicable to each service line and prepare registration applications.
For businesses requiring a joint venture, identify candidate local partners and begin preliminary negotiations.
For businesses relying on JVEPA, prepare supporting documentation presenting the legal basis at the time of application.
For business lines where review is likely to take longer (e.g., telephone answering services, back-office outsourcing), build a timeline with adequate buffer.