Jurisdiction - Vietnam
Reports and Analysis
Vietnam – Brand New Investment Law And Enterprise Law: What You Must Know!

27 November, 2014


Legal News & Analysis – Asia Pacific – Vietnam – Corporate/M&A


From the online press in Vietnam, the National Assembly passed the amended Enterprise Law (“EL”) and Investment Law (“IL”) on 26 December 2014. The amended Enterprise Law has 10 chapter with 213 articles while the amended Investment Law has 07 chapter with 76 articles.


The amendment of those 02 important laws is expected to create more favorable conditions for the enterprises to enter the market, to protect the rights and interests of the investors, shareholders and business members, and meanwhile to improve the management of foreign investment.


Pending for detailed review of those amended laws, we would like to note some highlighted amendments reported from internet source


I. Under The Amended Enterprise Law


  • Right to freely conduct business: The enterprises will really have the right to freely conduct business and allowed to do what are not prohibited by laws.
  • Seal of enterprise: The enterprise will be free to choose the use of seal. In case that the enterprise uses the seal, its’ form and content shall be decided by the enterprise but it is required to register with the licensing authority.
  • New definition of state owned enterprise:The state owned enterprise is defined as a wholly state-owned enterprise. This is a different concept when the current EL consider an enterprise with more than 50% state capital is the state owned enterprise.


II. Under The Amended Investment Law


  • New scope of governing: The amended IL solely governs direct investment and leaves indirect investment to the Law on Securities (2006) and its guiding regulations. The amended IL directly covers offshore investment (i.e. – investment by Vietnamese entities in foreign countries) which was previously regulated by a separate Government’s decre.
  • New definition of foreign investor: Foreign investor is now any foreign individual or organization established in accordance with the foreign law. This new definition is expected to make clear the concept of the foreign investor.
  • Decrease of the prohibited and conditional business lines: The amended IL promulgates only 06 prohibited and 272 conditional business lines. This is a dramatic decrease in comparison with the current IL.


Those amended laws will take effect from 01 July 2015.


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For further information, please contact:

Oliver Massmann, Partner, Duane Morris
[email protected]


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