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.

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.

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 Foreign Exchange Rules for Foreign Investment in Vietnam

about 2 weeks ago

The State Bank of Vietnam (SBV) officially issued Circular 38/2026/TT-NHNN dated 31 July 2026 on foreign exchange management for foreign investment activities in Vietnam (Circular 38/2026). Effective from 18 August 2026, Circular 38/2026 replaces Circular 06/2019/TT-NHNN (Circular 06/2019) as amended by Circular 03/2025/TT-NHNN (Circular 03/2025), which has governed the direct investment capital account (DICA) regime since 2019. Circular 38/2026 also terminates Articles 11.3 and 11.4 of Circular 03/2025 on opening and use of VND-denominated accounts for conducting foreign indirect investment in Vietnam and amends Circular 16/2014/TT-NHNN on the use of foreign currency and Vietnamese dong accounts of residents and non-residents.

When Does CIT Arise on a Foreign Seller’s Share Transfer — At Signing or at Closing?

about 2 weeks ago

A typical share sale agreement (SPA) takes effect on signing. Closing, when the buyer and the seller exchange money and title to the shares, usually comes later, once conditions have been met. One might expect tax on the sale to be imposed when the shares are sold, that is, at closing. But where a foreign enterprise with no permanent establishment (Foreign Seller) in Vietnam sells shares in an unlisted Vietnamese company to a resident buyer, Article 5.2(a) of Circular 20/2026 provides that revenue is taxed when the initial capital-transfer contract takes effect. On the face of that Article, the SPA can be that contract, and signing can be when it takes effect. The fact that closing has not yet occurred might not, by itself, defer the tax. Until Circular 20/2026, that was not so.

Whether a JSC may issue new voting preference shares to founding shareholders after ERC issuance?

about 2 weeks ago

Similar to the Enterprise Law 2005 and the Enterprise Law 2014, the Enterprise Law 2020 is silent on whether founding shareholders may hold voting preference shares newly issued after the issuance date of the enterprise registration certificate (ERC), and only provides at Article 116.1 that the voting preference of founding shareholders is effective for three years from that date. This blog will examine different views on this issue.

On the one hand, one may support the view that founding shareholders are entitled to hold voting preference shares issued after ERC issuance date because:

Major Reductions in Fire Safety and Environmental Administrative Procedures in Vietnam

about 2 weeks ago

Based on Resolution No. 206/2025/QH15 of the National Assembly on special mechanisms to address difficulties and obstacles arising from legal regulations, the Government has issued several Resolutions on administrative procedure reduction (such as Resolution 66.16/2026/NQ-CP, Resolution 66.18/2026/NQ-CP, etc.). Most of these provisions remain effective until 28 February 2027. If new provisions covering the same subject matter are promulgated to replace them during this period, the relevant provisions of these Resolutions will automatically cease to be effective.

Key Concerns In Draft Cyber & PDP Sanctions Decree On Personal Data Protection

about a month ago

On 16 March 2026, the Ministry of Public Security (MPS) issued the draft decree on administrative sanctions in the fields of cybersecurity and personal data protection (the Draft Decree) for public consultation. It is the first step to put concrete penalties behind the PDPL 2025, which took effect on 1 January 2026 but left the enforcement details to the Government. The Draft covers a wide range of sectors, such as cybersecurity, personal data, AI, telecommunications, and digital signatures. This post focuses on the personal data provisions (Articles 57 to 69 of the Draft Decree), which raise potential concerns for businesses.

New Decree on private bonds (Part 2)

about a month ago

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 (as amended) on the same subject. We have discussed certain contents of Decree 200/2026 in New Decree on private bonds (Part 1) — Vietnam Business Law.

New Changes to Administrative Sanctions for Merger Control Violations

about 2 months ago

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.

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”).