List of 10 most important legal tasks every startup must complete in first 100 days: incorporation, trademark, founder agreements, IP, ESOP, and more.
The first 100 days are the most important period for startups. Skipping legal steps can cost many times more to fix later. This guide compiles the standard legal checklist, useful for both Vietnamese and foreign founders launching startups in Vietnam.
Day 1-15: Founders Agreement
Before business registration, co-founders should sign Founders Agreement governing: initial equity percentages, vesting schedules (typically 4 years 1-year cliff), roles and responsibilities, decision-making mechanism, rights and obligations on departure, IP, dispute resolution mechanism.
Day 15-30: Business Incorporation
Recommend establishing Joint Stock Company from the start because: easy to issue shares when fundraising, can have ESOP, can IPO later if successful.
Reference structure: 3 founders × 25% = 75% (with vesting), 15% for future employee ESOP, 10% reserved for first investor.
Day 20-40: Trademark Registration
Vietnam applies "first-to-file" — first registered gets protection. Register main brand name, logo, slogan. Cost VND 3-5 million/mark/product class. Time 18-24 months for certificate but protected from filing date.
Day 30-45: IP Assignment for All Team Members
Everyone involved in product development (founders, employees, freelancers) must sign NDA and IP Assignment. Especially important for developers (owning source code), designers (owning designs), content creators (owning content).
Day 40-55: Standard Employment Contracts
Prepare standard employment contract template with Labor Code basic clauses, NDA, IP Assignment, non-compete, non-solicit, and training cost reimbursement commitment.
Day 50-65: Digital Signature and E-Invoicing
Mandatory for all businesses: USB Token digital signature (VND 1-3 million/year), e-invoicing software (VND 1-3 million/year), register invoice issuance with tax authority, open Vietnamese bank account and notify tax authority.
Day 60-75: Privacy Policy and Terms of Service
For website/app: Privacy Policy compliant with Decree 13/2023, Terms of Service governing user rights and obligations, Cookie Policy if tracking, Refund Policy if commercial transactions. Have both Vietnamese and English if international users.
Day 70-85: ESOP — Employee Stock Option Plan
Design ESOP to attract talent: pool 10-20% equity, vesting 4 years 1-year cliff, reasonable strike price, clear trigger events (IPO, M&A, deadline), clear internal regulations.
Day 80-95: Customer and Partner Contract Templates
Prepare templates: B2B service contracts, B2C Terms of Service, SLA quality commitments, partner/supplier contracts, advisor consulting contracts.
Day 90-100: Shareholder Register and Cap Table
Maintain Shareholder Register (mandatory per Enterprise Law), detailed Cap Table over time, capital change history. Can use Carta, Pulley software or standard Google Sheet template.
Bonus: Invest in Legal Counsel
Recommend hiring legal counsel on basic retainer (VND 5-15 million/month) instead of case-by-case. Helps prevent risks, save costs, have trusted point of contact.
Considerations for Foreign Founders in Vietnam
If founder is foreign:
- Visa and residency: founder needs appropriate visa to live and work in Vietnam
- Foreign ownership restrictions: check if industry has limits
- Capital injection compliance: through DICA
- Vietnamese co-founder: consider whether to add Vietnamese co-founder for local operations and trust
- Offshore holding structure: many startups establish holding in Singapore for international investor accessibility
This article is for reference only. Please contact a lawyer for accurate advice on your specific situation.
Frequently Asked Questions
Should startups hire legal service or DIY in first 100 days?
Some simple tasks can be DIY. However should have lawyer for founders agreement, ESOP, IP assignment. Cost VND 30-50 million for complete setup package is worthwhile investment.
Register trademark in both Vietnamese and English?
Depends on mark. If common English word, English version sufficient. If Vietnamese word or specific term, register both versions.
Does ESOP affect founder equity?
Yes. 15% ESOP pool means founder percentages diluted when granted to employees. However ESOP helps attract talent, increase company value.
Sign NDA with employees from day one?
Yes, sign together with employment contract. NDA protects sensitive product, customer, strategy information. Especially important for tech startups.
When to convert from LLC to JSC?
As early as possible. If already LLC, convert to JSC before first fundraise. Conversion takes 2-4 weeks and VND 10-30 million costs.