About Investment & Business Structuring Law in Vietnam
Investment and business structuring in Vietnam is governed by a framework designed to support foreign and domestic investment while ensuring proper corporate governance. The core laws regulate how entities are formed, capital contributed, and how ownership can be structured among Vietnamese and foreign shareholders. Key pieces of legislation manage investment registration, enterprise formation, and compliance with licensing and reporting requirements.
The structure of these laws has evolved recently to streamline investment projects and improve clarity for investors. Businesses often use a combination of corporate forms, such as limited liability companies and joint stock companies, to meet strategic goals while complying with national rules. Understanding the interrelationship between investment registration, enterprise law, and sector-specific regulations is essential for effective structuring.
Why You May Need a Lawyer
- Setting up a foreign-invested enterprise (FIE) requires navigating investment registration, project licensing, and corporate governance rules. A lawyer can draft and file the necessary documents with the relevant authorities and ensure compliance with foreign ownership limits where applicable.
- Planning complex capital structures for a joint venture or mix of Vietnamese and foreign shareholders. An attorney can advise on charter capital, share issuance, and conditional approvals to avoid later disputes or regulatory delays.
- Structuring for tax incentives and land use when locating an operation in a specific zone or industrial park. Legal counsel can align investment incentives with project plans and ensure correct lease or land-use rights documentation.
- Cross-border M&A or sale of a Vietnamese target involves due diligence, repatriation considerations, and transfer of project licenses. A lawyer coordinates multi-party documentation and regulatory notifications to close the deal smoothly.
- Compliance and ongoing reporting including annual investment refunds, changes to ownership, or corporate housekeeping. A solicitor helps prepare board resolutions, amended charters, and regulatory filings to prevent penalties.
- Dispute avoidance and risk management through clear shareholder agreements and exit strategies. An attorney can draft robust dispute-resolution clauses and ensure enforceability under Vietnamese law.
Local Laws Overview
Law on Investment (Law No. 67/2020/QH14) governs foreign and domestic investment activities and sets the framework for investment registration, projects, and incentives. It took effect on 1 January 2021 and has since guided investment project approvals and foreign ownership considerations. Ministry of Planning and Investment (MPI) provides official guidance and updates on this law.
Law on Enterprises (Law No. 59/2020/QH14) regulates the establishment, governance, and operation of Vietnamese companies, including charter capital and corporate governance rules for different entity types. It became effective on 1 January 2021 and is complemented by sector-specific regulations. Official summaries and texts are available through the Government Portal.
Law on Securities (Law No. 54/2019/QH14) covers the issuance, trading, and regulation of securities, with implications for investment structuring involving listed and privately held entities. It is used in conjunction with the Law on Investment and Enterprise Law for cross-border and domestic investment activities. The State Securities Commission of Vietnam (SSC) provides regulatory guidance and enforcement updates.
Recent years have seen increased clarity on foreign ownership limits, licensing timelines, and simplified registration for certain project types under the 2020 revisions to investment and enterprise law. This trend aims to reduce processing times and align Vietnam with regional practices.
For authoritative texts, consult official government sources such as the MPI and the Government Portal. These sources publish the law texts and implementation guidance necessary for structuring investments in Vietnam.
Frequently Asked Questions
What is the basic difference between an Investment Certificate and an Enterprise Registration in Vietnam?
An Investment Certificate authorizes a project and outlines investment incentives, foreign ownership, and project terms. Enterprise Registration only confirms a legal business entity and its governance framework. Investors often need both for a foreign-invested project.
How do I obtain an Investment Registration Certificate for a foreign-invested project?
Apply through the provincial or city Department of Planning and Investment (DPI) or the MPI for larger projects. Prepare project documents, investment capital details, and compliance proofs. Processing times vary by province but commonly take 15-45 days after submission.
When does the Law on Investment apply to my project in Vietnam?
The Law on Investment applies to legitimate investment activities within Vietnam, including new projects and expansions. It governs ownership structures, incentives, and licensing requirements for project implementation.
Where can I register a new enterprise in Vietnam?
Company registrations are filed with the provincial DPI or online via national portals. The exact office depends on the project location and entity type, with enterprise registrations typically completed within 5-15 working days after approval.
Why should I hire a lawyer for share issuance in a Vietnam company?
A lawyer ensures compliance with capital contribution rules, register changes with the appropriate authorities, and aligns share issuance with existing shareholder agreements. They also help avoid disputes and regulatory penalties.
Can foreign investors own 100 percent of a Vietnamese company?
Foreign ownership is allowed in many sectors but may be restricted in certain sensitive industries. Specific ownership caps apply to some sectors, and exemptions or incentives may exist for investment projects.
Should I use a joint stock company (CTCP) versus a limited liability company (TNHH) for my structuring?
CTCP is often better for larger, scalable projects with multiple shareholders and market access needs. TNHH suits smaller, privately held ventures with limited risk and simpler governance. Your choice affects capitalization and transfer rules.
Do I need a local partner for certain sectors in Vietnam?
Some sectors historically required local partners or Vietnamese ownership minimums, though many rules have liberalized. Always verify sector-specific guidance before structuring investments.
How long does it take to complete corporate restructuring in Vietnam?
Restructuring including share transfers, charter amendments, and board changes typically takes 4-12 weeks, depending on approvals, due diligence, and the complexity of the transaction. Delays often arise from interagency clearance.
How much does it cost to hire a Vietnamese investment structuring lawyer?
Lawyer fees vary by project scope, complexity, and region. Expect hourly rates from mid-range to higher for large transactions, with fixed-fee options for standard filings in simpler cases.
What is the process to transfer an investment project to a new owner?
Transfers require due diligence, assignment agreements, and approvals from investment authorities. Documentation typically includes amended investment registration certificates and updated enterprise registrations.
Is a legal due diligence recommended before M&A in Vietnam?
Yes. Due diligence helps uncover hidden liabilities, licensing issues, and ownership risks. A lawyer coordinates risk assessment, negotiates representations, and guides post-closing integration.
Additional Resources
- Ministry of Planning and Investment (MPI) - National authority for investment registration, licensing, and policy guidance; official source for investment procedures and incentives. https://www.mpi.gov.vn
- Government Portal (Chinh phu) - Official repository of laws, decrees, and amendments related to investment, enterprises, and business activities in Vietnam. https://www.chinhphu.vn
- State Securities Commission of Vietnam (SSC) - Regulates the securities market, including public offerings, listing, and investment transactions. https://www.ssc.gov.vn
Next Steps
- Define your structuring goals and timeline clearly, including desired ownership split and target sector. This guides attorney selection and planning. Aim to finalize goals within 1 week of initial inquiry.
- Identify the entity type and location (for example, TNHH, CTCP, or FIE) and decide on the province or city for registration. This helps determine licensing requirements and processing timelines.
- Research and shortlist Vietnamese investment lawyers with demonstrable experience in investment, enterprise, and M&A matters. Verify licenses with the Vietnam Bar Federation or local Bar Association.
- Request formal proposals and scope of services from at least 2-3 firms, including fees, turnaround times, and deliverables. Assess value and risk controls, not just price.
- Schedule an initial consultation to discuss your project, confirm capabilities, and outline the regulatory path. Expect a 60-90 minute meeting to cover key risks.
- Engage with a signed engagement letter specifying scope, timelines, and fee arrangements. Include milestones tied to approvals and filings, with a fallback plan for delays.
- Initiate the project with a kickoff and document collection session to gather corporate documents, investment plans, and license extracts. Create a shared timeline and documentation checklist within 1-2 weeks.
Lawzana helps you find the best lawyers and law firms in Vietnam through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Investment & Business Structuring, experience, and client feedback.
Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters.
Get a quote from top-rated law firms in Vietnam — quickly, securely, and without unnecessary hassle.
Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.
