Regulations On Foreign Investment In Vietnam

I. FORM OF INVESTMENT

1.1. Establishing a new economic organization

The common economic organizations applicable to foreign investors are Single-member Limited Liability Companies or Limited Liability Companies with two or more members, Joint Stock Companies, and Partnerships (Enterprise Law No. 59/2020).

Condition: Foreign investors must have an investment project. The procedure is carried out in 2 steps:

1. Procedure for issuing an Investment Registration Certificate (IRC),
2. Procedure for issuing an Enterprise Registration Certificate (Diagram 1).

1.2. Mergers & Acquisitions (M & A) 

Depending on the foreign investor's capital ownership ratio and business lines, the investor may follow either a 1-step or 2-step procedure (Diagram 2).

1.3. Implementing an investment project

A foreign-invested enterprise established in Vietnam can implement multiple investment projects, including establishing other economic organizations.

Apply domestic investor investment procedures or foreign investor investment procedures depending on the foreign ownership ratio.

1.4. Investment in the form of a BCC

A BCC is a contract signed between investors for the purpose of business cooperation, profit sharing, and product sharing, without establishing an economic organization. The parties to the BCC contract establish a coordinating board to implement the BCC.

1.5. Forms of investment, new types of economic organizations as stipulated by the Government.

II. INVESTMENT PROCEDURE

2.1. Investment Registration and Enterprise Establishment (Article 39 of Investment Law No. 61/2020)

Licensing authority

For large-scale projects or those in certain specialized sectors, the investment policy must be approved by the Provincial People's Committee, the Prime Minister, or the National Assembly.

2.2. Business registration procedure

Applicable to conditional investment and business sectors/lines. Investors carry out the procedure for obtaining a business registration certificate at the specialized management agency.

Diagram 1: Investment Process for Establishing a New Economic Organization

Diagram 2: M&A Investment Process