Fintech startups: choosing the right corporate structure and protecting intellectual property for successful fundraising

On the journey of fundraising, choosing a corporate structure is not merely a matter of business registration, but rather the “foundation” that shapes how a start-up expands its capital, safeguards its rights, and maintains control through multiple investment rounds. Behind multi-million-dollar deals lies a complex legal–financial equation: how to meet investor requirements while ensuring compliance with Vietnamese laws, and at the same time, keep intellectual property and data – the most valuable “intangible assets” – secure for start-ups in the financial technology sector (“Start-up Fintech”).

In this article, BLawyers Vietnam presents 02 key notes for start-ups, particularly Start-up Fintech, on choosing a business structure and protecting intellectual property rights during fundraising rounds.

1. Choosing a corporate structure for a Fintech Start-up

For a Fintech Start-up, selecting the appropriate corporate structure is not merely a step in establishing the business but a long-term strategy to optimize fundraising capacity, safeguard rights, and maintain the founders’ control. Two common models include:

1. Establishing a Joint Stock Company (JSC) in Vietnam with the following key advantages:
   1. Having flexible fundraising capability through the issuance of shares;
   2. Easy allocation of ownership by shares, allowing for the distribution of benefits among founders, employees, and investors;
   3. A clear corporate governance structure with a General Meeting of Shareholders, a Board of Directors, a Supervisory Board (if the company has 11 or more shareholders and institutional shareholders hold at least 50% of total shares), and a Director or General Director;
   4. Voting rights proportionate to shareholding ratio.
      • As such, a JSC enables a Fintech Start-up to more easily access domestic investment funds and certain international funds familiar with Vietnam’s legal environment. However, when opting for the JSC model, start-ups should consider complex governance procedures, high compliance costs, and the risk of founders’ control being diluted.
2. Establishing a HoldCo – OpCo model (Overseas Parent Company) – This structure consists of a parent company (HoldCo) located in a jurisdiction with an investor-friendly legal environment, most commonly Singapore, and a subsidiary (OpCo) in Vietnam. A Fintech Start-up may choose this model for the following reasons:
   1. Proactively choosing a suitable legal environment that aligns with the needs and expectations of foreign investors. Foreign investors often hesitate to invest directly in Vietnamese fintech companies due to stringent legal requirements.
   2. Simplifying the fundraising process: Investors inject capital into the HoldCo, which then transfers funds to the OpCo in the form of capital contributions or loans. Under Vietnamese law, foreign investors investing directly in a Vietnamese company must undergo multiple procedures such as obtaining investment approval, registering with various authorities, opening an investment capital account, and complying with foreign exchange regulations.
   3. Facilitating access to foreign investors and easing subsequent fundraising and exit processes. This is because most venture capital funds in Asia are based in Singapore, are familiar with Singaporean law, and have their legal and advisory teams located there.

When applying the HoldCo – OpCo model, a Fintech Start-up should consider operating costs, compliance obligations in the HoldCo’s jurisdiction, and note that establishing a HoldCo is subject to Vietnam’s outbound investment regulations, an aspect that investors may scrutinize closely due to potential legal risks.

Accordingly, the choice of structure should be aligned with the Fintech Start-up’s objectives and strategic direction:

1. Focusing on the Vietnamese market: If primarily serving the domestic market and raising funds from local investors or foreign funds already familiar with Vietnam’s legal environment, a domestic JSC structure may suffice.
   • Not choosing the HoldCo – OpCo model does not necessarily prevent a Fintech Start-up from securing international investment. For instance, MoMo (M_Service JSC) successfully raised multiple rounds (Series D) from international funds such as Warburg Pincus, Goodwater, and Mizuho through shares in M_Service in Vietnam. In such cases, a Fintech Start-up must be fully prepared legally, particularly regarding foreign ownership limits (if any) and negotiating investor protection terms in compliance with Vietnamese law.
2. Global expansion and large-scale fundraising from international funds: The HoldCo – OpCo model enables quick access to international capital and greater flexibility in shareholder structures but requires careful consideration of legal and financial factors and strict compliance with Vietnam’s outbound investment regulations.

2. Strategy for protecting the intellectual property of a Fintech Start-up during fundraising rounds

For a Fintech Start-up, intellectual property (IP) is not limited to trademarks or software, but also includes credit scoring algorithms, data analytics models, payment systems, transaction processing know-how, and customer data. These form the “backbone” of the product, create competitive advantages, and are exactly what investors evaluate when deciding to invest.

During fundraising, a Fintech Start-up will often need to share a data room, a repository containing the company’s complete records, including detailed information on its IP, to persuade investors. Without robust mechanisms and plans to protect these assets, the start-up may face the risk of an investor withdrawing yet retaining the knowledge, technology, or ideas to develop a similar project.

To avoid the “losing everything” scenario, a Fintech Start-up should proactively implement both legal protection measures and information access controls, including:

1. Registering copyright for software, trademarks, and key technical solutions;
2. Signing Non-Disclosure Agreements (NDAs) with all parties granted access to the data room, including the investor’s personnel and related advisors; and
3. Sharing information on a “need-to-know” basis, without disclosing the full source code or core algorithms unless there is a binding written investment commitment.

For a Fintech Start-up in Vietnam, losing intellectual property means losing the company’s core value. Therefore, protecting IP is not merely a legal procedure but a survival requirement before stepping into the “fundraising stage”.

Legal support from BLawyers Vietnam

BLawyers Vietnam can assist you with the following matters:

1. Reviewing and preparing a checklist of issues requiring legal advice:

• Assessing fundraising goals (domestic or international).
• Drafting the company charter and shareholders’ agreement to protect the founders’ control rights.
• Preparing intellectual property registration dossiers: software copyright, trademark registration, and standard NDAs.
• Establishing procedures for access control and confidentiality of the data room.

2. Providing specialized legal services for Fintech Startups:

• Advising on the legal structure and intellectual property protection strategy for fundraising purposes.
• Providing legal advice and reviewing documents related to HoldCo–OpCo structures and licensing procedures for offshore investment.

The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.

Date: 11 November 2025

Writer: Chau Dang