China vs Vietnam manufacturing: design two legal files around one supply chain

Assess WFOE, joint venture and applicable negative-list restrictions.

Assess the foreign-invested company, investment registration and enterprise registration path.

Map the contracting principal, assets, employees, licences and capital schedule in each country.

Record which China capacity, suppliers, customers and capabilities remain essential.

Record the customer, tariff, capacity or resilience purpose served by Vietnam.

Approve a written split thesis with commercial metrics and a 24-month operating map.

China Labour Contract Law is not an at-will model; plan contracts, social insurance and termination evidence.

Vietnam has its own labour code, union framework and termination process.

Build separate local employment packs, payroll controls and restructuring playbooks.

Define who directs the retained China operation and supplier network.

Define who controls the new plant or contractor and whether a real local principal is required.

Align authority, reporting, quality control and signatures with the actual entity structure.

Map retained Chinese inputs and processing against the relevant customer or trade-rule test.

Identify the qualifying Vietnamese operations and evidence required for the claimed origin.

Obtain an origin memo before moving the line or printing labels.

Preserve classification, valuation, export and supplier-origin evidence.

Build the local import, processing and export declaration record.

Use one bill-of-materials map with separate customs evidence and post-clearance controls.

Maintain China trademark and other registered-right filings for the retained footprint.

File and maintain the corresponding rights needed for Vietnam production and sales.

Create a two-country filing and watch plan before disclosing the production package.

Use China-specific NNN, tooling, quality, IP and OEM terms suited to the China counterparty.

Prepare a Vietnam-law agreement; do not rely on a copied China NNN.

Keep a common commercial schedule but localise governing law, language, signatures, remedies and enforcement.

Confirm what stays, which entity operates it and which contracts remain.

Stand up the vehicle or validated contractor model and country-specific employment and IP files.

Write the split reason; obtain the origin memo; approve two entity plans; complete two IP and contract plans.

Retained-scope map, supplier and customs file, workforce plan and updated agreements.

Registrations, capital plan, workforce file, origin evidence and local agreements.

Do not release the line until the origin claim, operating principals and protection files match reality.