INVESTMENT PROCEDURES OF PROJECTS USING LAND

 Foreign investors must go through a number of investment, land, construction, and environment procedures in order to operate a project using land (Investment Procedures) in Vietnam. The Investment Procedures have been provided in various legal instruments and involved a number of State licensing authorities. Given the lack of clarity at law, the Investment Procedures are applied differently and inconsistently by licensing authorities. Hopefully, this unpleasant practice would be changed when, for the first time, the Government introduced the unified process of all Investment Procedures in its Resolution 43 dated 6 June 2014 (Resolution 43).

This post is contributed by my colleague, Ha Thi Dzung.

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Written by Coordinator On In ,

Potential restriction on foreign investment in printing business

Under the commitments of Vietnam to the WTO (WTO Commitments), printing service is considered as a part of services incidental to manufacturing (CPC 88442). Accordingly, under the WTO Commitments,  from 11 January 2015, a foreign investor should be allowed to set up a wholly owned printing subsidiary in Vietnam.

However, under Decree 69/2014, a company involved in the printing of newspapers, statutory forms issued by the State authorities, anti-counterfeit stamps, and “financial invoices” must “have Vietnamese owners”. It is not clear if this means that (1) all owners of such printing company must be Vietnamese or (2) at least one owner of such printing company must be Vietnamese. In either case, the restriction under Decree 69/2014 seems to be contrary to the WTO Commitments. 

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Written by Nguyen Quang Vu On In ,

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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A few comments on Vietnam’s Legal Concept of Digital Assets

In recent years, digital assets have been at the forefront of regulatory discussions worldwide. Vietnam is also making an effort to create a legal framework for its 100-billion-dollar market with the issuance of the 2025 Law on Digital Technology Industry – which is the first to introduce the legal definition of “digital assets”, and the Resolution 05/2025/NQ-CP greenlighting pilot program for the cryptographic digital assets market (Resolution 05/2025).

With the effective date of the Law on Digital Technology Industry fast approaching, we have a few comments on the current legal concept of digital assets in Vietnam, which we find to be rudimentary and raises more questions than answers.

Vietnam’s Housing Law: Can Housing Developers Offer Non-Residential Products to Capital Contributors?

For a long time, Vietnam’s housing law has restricted housing developers (generally, “master developer”) from distributing houses or residential land use rights within a project as in-kind profit to capital-contributing partners (generally, “secondary investors”). This restriction aims to prevent the master developers from using capital contribution arrangements to sell off-plan houses to customers before those properties are legally qualified for sale. In particular, Article 116.1(e) of the Housing Law 2023 currently provides that:

What Is the Scope of the Redemption Right of Ordinary Shareholders in Vietnam?

Under the Enterprise Law 2020, a minority ordinary shareholder voting against certain important decisions of the General Meeting of Shareholders may request the relevant joint stock company to redeem the shares held by such dissenting shareholder.  However, the law is not clear about the scope of this redemption. In particular,

  • It is not clear whether the redemption right covers both ordinary shares and preference shares held by the dissenting shareholder. The law provides that in the request for redemption, the shareholder will specify the number of shares of each class. This suggests that the redemption right covers preference shares in addition to ordinary shares.

  • A conflict arises if the redemption right is found to cover preference shares, but the terms of those shares (as defined in the charter) do not permit redemption. In this situation, it is not clear whether the company can lawfully refuse the request. Since a shareholder needs to comply with the charter which contains the terms of the preference shares, the dissenting shareholder cannot require the company to redeem the relevant preference shares. On the other hand, since the provisions on the content of a redemption request do not clearly exclude shares which cannot be redeemed, the dissenting shareholder can argue that it has the right to specify all the shares (including non-redeemable preference shares) in the redemption request.

Key Highlights On The Vietnam New Personal Data Protection Law (PDPL 2025)

In June 2025, the National Assembly passed a new Law on Personal Data Protection (PDPL 2025), set to take effect on 1 January 2026. This new law represents a significant evolution from the foundational framework established by Decree 13/2023, introducing a far more comprehensive and stringent regime for personal data protection. This post will analyze some critical highlights of the new PDPL 2025, with some important implications for businesses. To offer a comprehensive perspective, we also include a summary generated by Google's Gemini AI for comparison and reference (see here).

A narrower extraterritorial scope of application

The PDPL 2025 narrows its extraterritorial application compared to previous regulations. Instead of a broad rule for "foreigners' data, the PDPL 2025 explicitly applies to foreign entities that are directly involved in or related to the processing of personal data of Vietnamese citizens and people of Vietnamese origin residing in Vietnam. This new provision successfully addressed the confusion and uncertainty that the earlier draft of PDPL 2025 had introduced (see our discussions here).

However, this scope of application still has the following issues:

·       It has not addressed the existing ambiguity under Decree 13/2023 of whether the applicable subjects under the PDPL 2025 apply to the processing entities or data subjects (see our discussions here)

·       The PDPL 2025 is also unclear on its application to foreign organizations processing the data of non-Vietnamese individuals (e.g., tourists, expatriates) within Vietnam. While Article 1.2 of the PDPL 2025 does not explicitly cover this scenario, Article 5.1 states the law applies to all "personal data protection activities on the territory of Vietnam", which may arguably cover this case.

Key Amendments to Vietnam Law on Advertising in 2025

In June 2025, the National Assembly adopted several amendments to existing 2012 Law on Advertising (Advertising Law Amendments 2025). The amended law will take effect from 1 January 2026. In this post, we discuss some of the material changes introduced by Advertising Law Amendments 2025. To offer a comprehensive perspective, we also include a summary generated by Google's Gemini AI for comparison and reference (see here).

New Carve-out To The Prohibition On Comparative Advertising

The Advertising Law Amendment 2025 allows comparative advertising between one’s own products/goods/services and those of other entities of the same kind when there is “legitimate supporting documentation”. Before this, all comparative advertising was prohibited. The new carved out opens the door for lawful and transparent comparative advertising.

Key Changes In New Draft Business Investment Law 2025

The Ministry of Finance has recently collected opinions on a new draft of the Business Investment Law, which proposes certain changes to the current Investment Law 2020. The draft law is expected to take effect from 1 July 2026. We discuss some key changes proposed in the draft Business Investment Law.

Lack of bold reforms directed by the Politburo  

Earlier this year, the Politburo of the Communist Party of Vietnam (the highest decision- making authority in Vietnam) issued Resolution 68/2025 on developing the private business sector. At the time, Resolution 68 was widely reported as a bold move to start a “new dawn” for Vietnam private business sector (see here for example). Following Resolution 68, the National Assembly duly issued Resolution 198/2025 to make Resolution 68 the law of the land. However, since Resolution 198/2025 simply copied and pasted from the text of Resolution 68, it is difficult to know how the instructions and reforms directed by the Politburo are to be implemented in practice. The National Assembly nevertheless requires complete changes to the “investment law” to implement the instructions from the Politburo by December 2025 which includes a reduction of at least 30% of business conditions.

One would expect that the amendments to the Investment Law will provide further implementation and guidance to Resolution 198/2025. However, it appears this is not the case. For example, the new draft Business Investment Law has 212 areas of conditional business a reduction of mere 10% (not 30%). The new draft Business Investment Law retains  the investment licensing procedures introduced 30 years ago under the Foreign Investment Law 1987 with some unclear tinkering.

Key Changes to the Law on the Promulgation of Legal Normative Documents

Shortly after the issuance of the Law on Promulgation of Legal Normative Documents early this year, on 25 June 2025, it enacted a law amending such law (the Amending Law) (collectively known as the Law on Law 2025). Below are the key changes:

1. Enhancing certainty

1.1. A crucial reform for legal certainty is the revised provision on effectiveness for guiding documents. Under the Amending Law, when a parent law is replaced or expires, any documents issued to detail it (such as decrees) will now automatically expire as well. They will only remain in effect if a state agency makes a formal, public announcement that they will continue.

Vietnam's Employment Law 2025: What Employers and Employees Need to Know

On 16 June 2025, the National Assembly of Vietnam officially passed the Employment Law 2025, replacing the Employment Law 2013. The new law will take effect on 1 January 2026. Among its most significant revisions are changes to unemployment insurance (UI) regulations, aimed at expanding coverage, increasing benefits, and clarifying the responsibilities of both employers and employees. This article summarizes the most notable updates to Vietnam’s unemployment insurance system and other key changes under the new Employment Law 2025.

1. Major Changes to the Unemployment Insurance System

·       Broader Scope of Participants: The Employment Law 2025 broadens the scope of mandatory UI participation to include (1) employees with labor contracts of at least one month and (2) part-time employees under similar contracts whose monthly salary exceeds the minimum wage.

·       Additional Exclusions: The Employment Law 2025 now excludes the following groups from UI participation: (1) employees who meet the conditions for receiving retirement pensions (not just those already receiving them, as under the 2013 Law), (2) employees receiving other social insurance benefits or monthly government allowances, and (3) employees on probationary contracts. The new law also broadens the situations where UI contributions are not required. Now, employees who do not receive a salary for 14 working days or more in a month will not be subject to UI contributions. (Previously, under Decree 28/2015, this only applied to those on maternity or sick leave for that duration).

·       Contribution Rates and Salary Basis: The UI contribution rate is set at a maximum of 1% of the employee’s monthly salary, giving the government flexibility to adjust the rate below this ceiling if needed. The salary basis for UI contributions now includes the monthly salary plus any allowances or other regular additional payments. This is a change from the Employment Law 2013, which based UI contributions only on the salary used for social insurance.

Vietnam’s New Capital Gains Tax Rules For Foreign Enterprises

On 14 June 2025, the National Assembly passed the amended Corporate Income Tax Law 2025 (CIT Law 2025). Among other things, this legislation is expected to bring significant changes in determining the method of calculating tax for capital transfer and securities transfer transactions (Capital Gains Tax) undertaken by foreign companies. This post aims to provide a comprehensive and clear overview by analyzing and comparing these new regulations with those stipulated in the Corporate Income Tax Law 2008 (CIT Law 2008).

1)         Definition of Taxable Income Arising in Vietnam for Foreign Companies

A key area of adjustment in the CIT Law 2025 relates to the definition of taxable income arising in Vietnam for foreign companies, making it more transparent.

Under the CIT Law 2008, the specific definition of such income was not explicitly clarified within the law itself; rather, it was detailed in Decree 218/2013 guiding the CIT Law 2008. In contrast, the CIT Law 2025 has directly incorporated this definition, clearly stating that taxable income arising in Vietnam for foreign companies is income originating from Vietnam, irrespective of the location where business activities are conducted.

Some Drawbacks of Resolution 222 on Vietnam’s International Financial Center

On 27 June 2025, as a foundational step for establishing an international financial hub in Vietnam, the National Assembly of Vietnam adopts the Resolution 222 on the International Financial Center (IFC) in Vietnam (specifically in Ho Chi Minh City and Da Nang City) (Resolution 222). However, when compared to international best practices, the Resolution reveals several weaknesses that may deter international investors.

Based on a comparative analysis, here are the main drawbacks:

  • Isolation from Vietnam domestic markets – Perhaps the most important benefits of investing in an IFC in Vietnam is the opportunity to access Vietnam domestic capital and financial market. Unfortunately, Resolution 222 does not clearly contemplate how an IFC member can invest or interact with Vietnam domestic capital and financial market. Without a better access to Vietnamese domestic markets, investors from regional financial centers may have less incentives to move to the IFC in Vietnam.

  • Unstable and unpredictable legal framework: Resolution 222 took effect from 1 September 2025. After five years, the legal framework contemplated by Resolution 222 will be reviewed by the National Assembly and may be replaced by a Law on International Financial Center. Existing projects can continue to operate under “existing” legal frameworks at such time. Given the amount of implementing legislation and the infrastructure required, it may take one to two years for the IFC to be up and running. Accordingly, investors may only have around three to four years to actually run theirs businesses before a potential new law will be issued. During the operation of the IFC, a regulation can be issued to limit the rights of IFC members to ensure “national interests” and “prevent threats against national security”. This provision is very broad and vague and could allow IFC regulators to change their regulations at any time.

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Written by Nguyen Quang Vu On In ,