A change in Decree 31/2021 implementing the Investment Law 2020 has raised confusion as to the need to obtain an Investment Registration Certificate (IRC) or investment policy approval (IPA) for the existing investment project(s) after a foreign investor acquires control of an existing Vietnamese company (the Target Company).

Previously, Article 46.4 of Decree 118/2015 implements the Investment Law 2014 specifically exempts the Target Company from obtaining a new IRC or IPA or amending existing IRC or IPA for the investment project(s) of said Target Company which has already been under implementation before being acquired by a foreign investor.

The team at Venture North Law has prepared a sample draft charter of a private joint stock company in Vietnam under the new Enterprise Law 2020. There are a few points to note:

• The draft is prepared with the interest of the controlling shareholder and company’s managers in mind;

• The draft is prepared for a private joint stock company which has been set up and which has paid up its initial charter capital;

• The draft needs to be read in parallel with the Enterprise Law 2020 since we do not simply cut and paste various articles of the Enterprise Law 2020 in the sample charter;