MPI’s views on foreign investment in certain service sectors

From time to time, the Ministry of Planning and Investment (MPI) comments on applications by foreign investors who want to invest in service sectors in Vietnam. It is interesting to know the MPI’s views on these applications as the MPI can take the same view when it comes to the same application in the future. Below is a summary of the MPI’s views from various official correspondences issued by the MPI in November and December 2012:

  • “Services for construction of high-rise buildings (CPC 512) and for construction of civil construction works (CPC 513)” are permitted under the WTO Commitment;
  • A foreign invested company may only register for “maintenance and repair services” as an after-sale service for the goods that the company sells to its customers. This is because the WTO Commitments only cover maintenance and repair services for personal and household goods (CPC 663);
  •  “Freight transport agency service (including freight transportation brokerage services mainly making arrangements for transport or making schedules for transport on behalf of carrier or recipients), brokerage services for loading goods on to aircrafts, goods collection services, bulk goods transportation services; other supporting services for freight transportations; warehousing services; and road transportation services” are permitted in case the foreign investor only owns 51% of the charter capital of the project company;
  • “Management consulting services and market research services” are permitted; and
  • Foreign investment in “human resources consulting services” is not permitted but foreign investment in “human resources management consulting services” is permitted.
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Vietnam investment regulations – Direct investment v.s. indirect investment

Under the Investment Law, direct investment means a form of investment whereby the investor invests its invested capital and participates in the management of the investment activity. On the other hand, indirect investment means a form of investment through the purchase of shares, share certificates, other valuable papers or a securities investment fund and through other intermediary financial institutions and whereby the investor does not participate directly in the management of the investment activity.

The confusing point here is what “participating in the management” of investment activity. If having purchased shares of a listed company in Vietnam, a foreign investor attends the shareholders meeting of such company and exercises its voting rights then arguably the investor has “participated in the management” of the company in Vietnam. A more relevant example is a foreign investor purchases a minority stake in a domestic joint stock company and nominates its personnel to hold position in the Board of Directors of such company. In such case, it is not clear if the investor could be deemed to have “participated in the management” of the company in Vietnam.

The consequences of being treated as a direct investment and an indirect investment may be material. If an investment is an indirect investment then the parties may not need to obtain an Investment Certificate and must settle the transaction in Vietnamese Dong through a VND capital contribution account.  If an investment is a direct investment then the parties may need to obtain an Investment Certificate and could settle the transaction in foreign currency.

It would have been clearer if the Investment Law replaces the concept of “participating in the management” with “control”. In such case, an investor will be deemed to make a direct investment if it has “control” of the investment activity. In other cases, the investor will be deemed to make an indirect investment. 

Vietnam Business Law Blog
New Changes to Administrative Sanctions for Merger Control Violations

The Government officially issued Decree 102/2026/NĐ-CP (Decree 102/2026), which introduces critical amendments and supplements to Decree 75/2019/NĐ-CP (Decree 75/2019) regarding administrative penalties for violations in the competition sector. Effective from 20 May 2026, Decree 102/2026 provides clearer enforcement guidelines and adjusts penalty frameworks, particularly for economic concentrations.

Below is a summary of the key changes introduced by Decree 102 that will directly affect M&A transactions subject to merger control (economic concentration notification) requirements in Vietnam.

MOF Sets To Keep The 0.1% Pit Rate On Transfers Of Unlisted Shares?

In March 2026, Vietnam’s Ministry of Finance (MOF) released a draft decree (Draft Decree) implementing the Law on Personal Income Tax 2025 (PIT Law 2025) for public consultation. One proposal drew strong feedback from businesses and investors: a change to how individuals are taxed on the transfer of shares in non-public/unlisted joint-stock companies (JSCs). Following the consultation, the MOF now appears poised to step back from that change – welcome news for investors and companies engaged in M&A and private share transactions.

New Decree on private bonds (Part 1)

On 5 June 2026, the Government issued Decree 200 on private placement and trading of corporate bonds on domestic market and offering of corporate bonds on international market (Decree 200/2026). Decree 200/2026 will replace Decree 153/2020 on the same subject. In the past, Decree 153/2020 has been amended by Decree 65/2022 and Decree 8/2023. Decree 200/2026 introduces more conditions for private bond issuance.

5x debt/equity ratio

1.1.      Decree 200/2026 reflects the 5x debt/equity requirement established under the 2025 amendment to the Enterprise Law. In particular, the debt of a bond issuer (including the value of the bonds to be issued) must not exceed 5 times of the equity of such issuer as recorded in the audited financial statements of the year preceding the issuance.

New M&A Approval Forms Under Circular 55/2026 Changes

On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (Circular 55/2026), introducing a new set of forms for investment activities in Vietnam. Two specific changes in the new form of application for M&A Approval are notable for investors engaged in M&A transactions.

Vietnam Government trims the list of conditional business sectors

On 15 May 2026, the Government issued Resolution No. 66.17/2026/NQ-CP (the Resolution 66.17 or the new), slimming down the list of conditional business sectors currently set out in Appendix IV of Investment Law 2025 (the old).

Resolution 66.17 will take effect on 1 July 2026 and is set to expire on 28 February 2027, by which time the Government expects the National Assembly to formalise these adjustments through an amendment to Appendix IV. Although there would be a question about the effectiveness of the Resolution 66.17 over the Appendix 4 of Investment Law 2025 and how the investment authority will apply in practice, the investor may, in the meantime, treat the Resolution 66.17 as the working text for the next 9–10 months while following up on the law amendments.

Transferring a Real Estate Project in Vietnam: Two Procedures and Their Practical Implications

Under Article 41 of the Law on Real Estate Business 2023 (Real Estate Business Law), a real estate project (Project) eligible for transfer may follow one of two sets of legal procedures, depending on how it was approved. While the difference may appear procedural at first glance, it has significant implications for when the transfer transaction is legally completed, and for what the parties can (or cannot) do if the transaction ultimately falls through. This post discusses the two procedures and the practical implications arising from the distinction between them.

Vietnam raises general merger notification thresholds

Vietnam has temporarily raised several general economic concentration notification thresholds under Resolution No. 66.18 of the Government dated 18 May 2026 (Resolution 66/2026), a practical change for M&A transactions as fewer deals should be caught solely by Vietnamese assets, Vietnamese turnover or transaction value.

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Vietnam investment regulations – Definition of “Foreign investors”

There are more than one definition of foreign investors (nhà đầu tư nước ngoài) under Vietnamese law:

  • Foreign investors are defined under the Investment Law to mean … “foreign organization or individual using capital in order to carry out an investment activity in Vietnam”. The definition under the Investment Law seems to suggest that only companies incorporated outside Vietnam can be regarded as foreign investors.
  • However, in subsequent decisions of the Prime Minister (Decision 88/2009 and Decision 55/2009), foreign investors also include enterprises established in Vietnam with more than 49% of capital contributed by “foreign parties” (bên nước ngoài). It is not clear if the term “foreign parties” are the same as “foreign investors” in the Prime Minister’s decision.
  • The Ministry of Finance on the other hand consider foreign investors to include “enterprises established in Vietnam with 100% foreign contributed capital”.
  • The latest document (Decree 102/2001) does not provide a definition of foreign investors but provides that companies incorporated in Vietnam of which foreign investors own more than 49% will be subject to the same investment and business conditions as those  applicable to foreign investors.

In summary, there are overlapping and confusing definitions of “foreign investors” under Vietnamese law. However, it is reasonable to conclude that such term will cover, among others, companies incorporated outside of Vietnam and companies incorporated in Vietnam of which foreign investors own more than 49%. 

Vietnam Business Law Blog
New Changes to Administrative Sanctions for Merger Control Violations

The Government officially issued Decree 102/2026/NĐ-CP (Decree 102/2026), which introduces critical amendments and supplements to Decree 75/2019/NĐ-CP (Decree 75/2019) regarding administrative penalties for violations in the competition sector. Effective from 20 May 2026, Decree 102/2026 provides clearer enforcement guidelines and adjusts penalty frameworks, particularly for economic concentrations.

Below is a summary of the key changes introduced by Decree 102 that will directly affect M&A transactions subject to merger control (economic concentration notification) requirements in Vietnam.

MOF Sets To Keep The 0.1% Pit Rate On Transfers Of Unlisted Shares?

In March 2026, Vietnam’s Ministry of Finance (MOF) released a draft decree (Draft Decree) implementing the Law on Personal Income Tax 2025 (PIT Law 2025) for public consultation. One proposal drew strong feedback from businesses and investors: a change to how individuals are taxed on the transfer of shares in non-public/unlisted joint-stock companies (JSCs). Following the consultation, the MOF now appears poised to step back from that change – welcome news for investors and companies engaged in M&A and private share transactions.

New Decree on private bonds (Part 1)

On 5 June 2026, the Government issued Decree 200 on private placement and trading of corporate bonds on domestic market and offering of corporate bonds on international market (Decree 200/2026). Decree 200/2026 will replace Decree 153/2020 on the same subject. In the past, Decree 153/2020 has been amended by Decree 65/2022 and Decree 8/2023. Decree 200/2026 introduces more conditions for private bond issuance.

5x debt/equity ratio

1.1.      Decree 200/2026 reflects the 5x debt/equity requirement established under the 2025 amendment to the Enterprise Law. In particular, the debt of a bond issuer (including the value of the bonds to be issued) must not exceed 5 times of the equity of such issuer as recorded in the audited financial statements of the year preceding the issuance.

New M&A Approval Forms Under Circular 55/2026 Changes

On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (Circular 55/2026), introducing a new set of forms for investment activities in Vietnam. Two specific changes in the new form of application for M&A Approval are notable for investors engaged in M&A transactions.

Vietnam Government trims the list of conditional business sectors

On 15 May 2026, the Government issued Resolution No. 66.17/2026/NQ-CP (the Resolution 66.17 or the new), slimming down the list of conditional business sectors currently set out in Appendix IV of Investment Law 2025 (the old).

Resolution 66.17 will take effect on 1 July 2026 and is set to expire on 28 February 2027, by which time the Government expects the National Assembly to formalise these adjustments through an amendment to Appendix IV. Although there would be a question about the effectiveness of the Resolution 66.17 over the Appendix 4 of Investment Law 2025 and how the investment authority will apply in practice, the investor may, in the meantime, treat the Resolution 66.17 as the working text for the next 9–10 months while following up on the law amendments.

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Written by Nguyen Quang Vu On In ,

Vietnam investment regulations – Definition of “Investment project”

Under the Investment Law, an investment project means “…a collection of proposals for the expenditure of medium and long-term capital in order to carry out an investment activity in a specific geographical area and for a specified duration …”

There are various uncertainties from the definition of an “investment project”:

  • By using the word “proposal”, the law seems to suggest that an investment project is a plan not a physical thing. However, the definition does not make clear to whom and by whom the proposal should be made and how the proposal will be implemented or adjusted.
  • When the law refers to “transfer of an investment project” then it is not clear whether this means the transfer of the proposal or transfer of the underlying assets of such projects or transfer of the capital in the project company.  
  • It is not clear if a reference to “project location” at law is a reference to the geographical area in the definition of investment project or a reference to the head-quarter of the project company.
  • It is not clear if a reference to “foreign-invested project” a reference to an investment project of which the project company is owned by a foreign investor or to an investment project which is financed by foreign capital including funds from a foreign lenders.
  • The term “capital” could broadly include loan capital or equity capital. However, if the term capital includes “loan capital” then this would require all loan transactions to be subject to investment procedures under Vietnamese law.
  • There is no clear distinction between the implementation of an investment project and the activity of the project company. This often results in action by a project company to be subject to both provisions of the Enterprise Law regulating the activities of a company and the provisions of the Investment Law regulating the implementation of an investment project.
  • In an M&A transaction when an investor acquires shares in a project company from an existing investor then it is not clear whether the share purchase activity by the purchasing investor or the activities of the project company is considered an investment project.  

In short, the concept of investment project under Vietnamese law is far from clear. This results in unclear and overlapping procedures between the Investment Law and other laws. It would be better and clearer for potential investors if this concept is replaced with a more specific definition (e.g. concession or development rights). 

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