Investment Law 2014 – What kinds of Investment Registration Certificates that a foreign investor needs?

Under Enterprise Law 2014, a foreign investor wanted to set up a company in Vietnam is required to obtain an Investment Registration Certificate (IRC) regarding the foreign investor first. Under Investment Law 2014, an IRC is a document recording the information about the investment project that the investor registers with the licensing authority. However, as there is no clear definition of an investment project, there may be various “kinds” of ICs that may be available to a foreign investor.

Registration of securities issued by public companies

The Securities Law 2006 requires any securities issued by a public company to be registered with the Vietnam Securities Depository Centre (VSD). The term “securities” includes, among other things, shares, bonds, warrants, options, future, and “investment contracts”. The registration at VSD is to record the ownership rights and other rights of the securities holders. 

Should a foreign investor make an equitisation investment?

The Government often encourages a foreign investor to acquire shares in a wholly State-owned enterprise to become a foreign strategic investor. It would be a huge PR success for a State-owned enterprise to successfully sell shares to a foreign investor during its equitisation. However, an equitisation investment is actually not ideal for a foreign investor from a legal or deal execution perspective.