Foreign investment in house/office moving services in Vietnam

In an official letter issued in March 2014, the Ministry of Planning and Investment (MPI) took the view that foreign investment in house/office moving services in Vietnam is possible subject to approval by the Ministry of Transportation and the Ministry of Industry and Trade. In particular, the MPI considers that:

  • House/office moving services could fall under CPC 51590 under CPC Classification for construction services;
  • There is no specific commitment by Vietnam to open the services under CPC 51590 to foreign investors under the WTO Commitments of Vietnam. That being said, Vietnam has undertook to open services under CPC 515 to WTO members in its WTO Commitments. Therefore, it is not clear why the MPI takes the view that CPC 51590 is not within the WTO Commitments regarding CPC 515; and
  • House/office moving services do belong to the restricted or conditional services under Decree 59/2006. Therefore, if the Ministry of Transportation and the Ministry of Industry and Trade agree then a foreign investor may invest in house/office moving services in Vietnam.
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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.

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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.

Official Letter 13629 of Ministry of Finance: Notable Clarifications and Gaps in Corporate Regulations

On 3 September 2025, the Ministry of Finance (MOF) released the Official Letter no. 13629 addressing questions related to difficulties and obstacles arising from legal regulations in the finance and investment sector. This correspondence has several notable issues that are summarized below. While some of the MOF’s guidance offers welcome flexibility and operational reassurance, others fall short of providing clear or comprehensive clarification, leaving important gaps unresolved and inconsistencies with other legislation unaddressed.

Delegation by the General Meeting of Shareholders endorsed in principle (Query no. 29)

Query/Issue raised:

Current regulations regarding delegation/authorisation (both could be translated to/from "uỷ quyền" in Vietnamese) by the General Meeting of Shareholders (GMS) to the Board are unclear and conflicting. […]

Independent Director Qualification Under The Vietnamese Enterprises Law – A Point Of Ambiguity

A recurring issue in Vietnam corporate governance is whether a former member of the Board of Directors can be appointed as an “independent” Board member in the subsequent term, provided that all other statutory criteria are satisfied. This typically arises where companies want to retain a former board member while still complying with independence requirements under Article 155.2 of the Enterprises Law 2020 as amended in 2025 (Enterprises Law 2020).

Under Article 155.2(dd) of Enterprises Law 2020, an independent Board member must “not hold the position of member of the Board of the company within the last 05 years or longer unless he/she was designated in 02 consecutive terms.”

Unclear Risk Allocation for Latent Defects under Vietnamese Law

Vietnamese law currently lacks a formal definition of “latent defect” (khiếm khuyết ẩn) and a clear mechanism for allocating liability once such defects arise. This regulatory vacuum often leads to prolonged disputes between the Employer and the Contractor, particularly when the construction contracts do not include explicit risk allocation.

For the purpose of our discussion below, a “latent defect” is defined as a fault or flaw in construction works/item that is not discoverable through a reasonably thorough inspection at the time of handover.

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Checklist for setting up a Representative Office in Vietnam

To establish a Representative Office (RO) in Vietnam, the Investor would need to submit the application documents to the Department of Industry and Trade of the province where the Investor intends to set up such RO. The application documents should include:

 

Document

Notes

1.

Application for the issuance of a License for the establishment of a RO (the License).

To be notarised and legalised in the home country of the Investor.

2.

Copy of the Certificate of Incorporation of the Investor

To be notarised and legalised in the home country of the Investor.

3.

The audited financial statements of the Investor for the latest financial year or any equivalent thereof (to prove the existence and actual operations thereof).

 

To be notarised and legalised in the home country of the Investor.

4.

The Charter/Memorandum and Articles of Association of the Investor.

To be notarised and legalised in the home country of the Investor.

5.

The passport of the head of the RO

To be notarised and legalised in the home country of the Investor.

6.

Certified copy of the lease contract for the representative office in Vietnam.

The lease contract itself may need to be notarised in Vietnam.

Landlord should provide copies of building ownership certificate and business certificate also.

7.

Notarised Vietnamese translation of documents 2 - 5

 

8.

Power of Attorney for the Investor’s agent to submit the RO application

To be notarised and legalised in the home country of the Investor.

 

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Representative Offices in Vietnam

Representative office (RO) is a suitable vehicle for a foreign investor who needs a limited commercial presence in Vietnam to serve as liaising office, conduct market researches, explore new opportunities and monitor contract performance. Legally, the RO does not have independent legal person status and is considered as part of the company that the RO represents in Vietnam. However, a RO licence should allow the RO to hire talents, offices and open bank accounts for spending in its own name.

The most drawback is that a RO cannot have its own business. At law, a RO is not allowed to enter into and perform revenue generating contracts. In practice, there is certain flexibility for a RO to enter into and perform contracts on behalf of the head-office. In addition, technically, a RO can only act as a RO of one legal person. Therefore, a RO may not be able to act as a RO for companies of the same group. 

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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Documents Checklist For Setting Up A Single Member Limited Liability Service Company

The checklist below sets out the documents required or necessary for applying to obtain an Investment Certificate (IC) to set up a one-member limited liability service company (the Company) wholly-owned by a foreign investor in Vietnam (the Investor). The list also provides some items and information that the Investor needs to consider or decide before applying for the Investment Certificate.

Notes:

  • Investment Certificates are issued by the provincial licensing authorities. There are 63 provinces in Vietnam. The licensing authorities in each province may have different interpretation of the law and procedures. Generally, the licensing authorities in Ho Chi Minh City and Hanoi are usually stricter and require more documents than the licensing authorities in other provinces. Therefore, for each specific application, the licensing authority may or may not require each of the documents listed below.

  • There is no foreign ownership limit applicable to the scope of activities of the Company. Among other things, one should double check the commitments of Vietnam to the WTO on service sectors.

  • The Company is not involved in import and distribution of goods. If this is not the case, then additional documents and information are required for a Trading Licence.

  • The Company only leases office from an office building for its head office. There is no need for acquiring land and constructing buildings.

  • The Company is not involved in any conditional business which requires a minimum paid up capital or a practicing licence issued by Vietnamese authorities. 

No.

Document Description

Notes

1.         

Application for establishment in prescribed form

Investor to decide:

·         Company’s name and address;

·         Exact description of the Company’s business;

·         Duration of the investment project;

·         Total investment capital (equity and loan);

·         Total equity capital;

·         Capital contribution schedule;

·         Identity of the proposed legal representative of the Company; and

·         Identity of the representatives of the Investor in the Company.

2.         

Charter of the Company

Investor to decide:

·         Whether the Company will be managed by (1) a members council and a General Director or (2) a Chairman and a General Director; and

·         Authorities of each management level in the Company.

3.         

Resolutions of the Board of Directors of the Investor approving:

(i)                  the establishment in the Company;

(ii)                the charter of the Company;

(iii)              the appointment of the legal representative of the Company;

(iv)               the appointment of members of the Company’s Members’ Council (the “Members”);

(v)                 the authorized authorities of the Members; and

(vi)               appointing the Authorized Representative of the Investor to sign all relevant documents and proceed with relevant procedures for the stated purposes (the “Authorised Representative”).

 

 

4.         

Legalised copy of the Certificate of Incorporation/Business Registration of the Investor (issued by competent authority of the country of its incorporation) and its amendments (if any)

·         The date of the legalization must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

5.         

Legalised copy of Charter/Articles of Incorporation of the Investor

·         The date of the legalisation must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

6.         

Office lease for the Company’s head office together with (1) business registration of the landlord and (2) land use right and ownership certificate (or equivalent document) evidencing the landlord’s title over the leased office.

If there is a mortgage over the land and the building of the landlord, the licensing authority may even require evidence that the lender of the landlord has agreed for the landlord to lease its building.

7.         

Letter of the Investor on financial capacity and commitment on capital contribution by the Investor

·         It is better for the Investor to be a company of substance which has audited financial statements.

8.         

Legalized and notarized audited financial report of the Investor for the latest financial year

If the Investor is a newly established company, a letter of confirmation of the bank where the Investor opens its bank account can be accepted.

9.         

Economic technical explanation for the investment and establishment of the Company and its proposed business.

To explain the legal basis on why the Company should be licensed.

10.      

List of the Members of the Members’ Council of the Company (if applicable)

·         Applicable if the Company is organized in form of a limited liability company with members’ council.

·         If the Company is organized in form of a limited liability company with, this list is not required.

11.      

Legalized copy of the ID/passport of the Members and of the Authorized Representative

 

12.      

Legalized copy of the ID/Passport of the person who is supposed to serve as the legal representative of the Company

 

13.      

Evidence that the legal representative of the Company resides in Vietnam.

This may be a certificate of temporary residence issued by the local police. For an Investor who has no presence in Vietnam at the time of application, it may be not practical to send a foreign staff to stay in Vietnam just for satisfying the residency requirement during the licensing period. In that case, the Investor may consider appointing trusted Vietnamese to be the legal representative during the licensing period only.

14.      

Power of Attorney permitting local lawyers to deal with the licensing authority on behalf of the Investor to obtain the IC (“POA”).

 

 

 


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