Foreign ownership limits applicable to logistics services

The foreign ownership limits applicable to certain logistics related services under the WTO Commitment of Vietnam and Decree 140/2007 on logistics services are set out below.

·         99.99% foreign ownership limit denotes that foreign investors can own less than 100% of the charter capital of the relevant company.

No.

Business line in English

Foreign ownership limit

1.       

Domestic and international maritime transportation of goods

·         49% for domestic transportation

·         Unlimited for international transportation

2.       

Domestic and international inland waterway transportation of goods

49%

3.       

Domestic and international road transportation of goods

51%

4.       

Freight transportation agency services

·         51% until 11 January 2014

·         Not clear but probably unlimited from 11 January 2014

5.       

International freight forwarding

Same as “Freight transportation agency services”

6.       

Shipping agency and shipping brokerage services

·         49% for shipping agency services

·         Not clear for shipping brokerage

7.       

Freight forwarding entrustment services

·         Not clear subject to further researches

8.       

Goods loading/unloading services

50%

9.       

Goods maintenance services

Not clear depending on the classification of this service

10.   

Storage and warehousing services

·         51% until 11 January 2014

·         Unlimited from 11 January 2014[1]

11.   

Containers warehousing services

Same as “Storage and warehousing services” for containers warehousing services.

12.   

Goods collection services

Not clear but probably 51% until 1 January 2014 and unlimited thereafter.

13.   

Repair services for transportation and sea-going vessels equipment for shipping companies

Not clear but may be not permitted

14.   

Import and export entrustment services

Not clear but may be not permitted

15.   

Customs clearance services

Same as “freight transportation agency services”.

16.   

Trading and consignment agency

Unlimited but subject to the specific goods in questions

 


[1] Article 3.b of Decree 140/2007/ND-CP of the Government dated 5 September 2007 on logistic services (“Decree 140”) and the WTO Commitments regarding services auxiliary to all modes of transport (CPC 742)

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Board nomination right of 10% Shareholders

 Article 79.2(a) of the Enterprise Law provides that a shareholder (10% Major Shareholder) or a group of shareholders (10% Group Major Shareholder) holding more than 10% of the total ordinary shares for a consecutive period of six months or more, or holding a smaller percentage  as stipulated in the charter of a joint stock company (JSC) will have the right to nominate candidates to the Board of Director of the JSC (the Board).

Both Decree 102/2010 and the Enterprise Law do not set out a clear mechanism for implementing the nomination right of a 10% Major Shareholder or a 10% Group Major Shareholder in the context of a JSC. In particular, 

  • Article 79.4 of the Enterprise Law provides that except where otherwise stipulated in the charter of the company, the shareholders forming a 10% Group Major Shareholder must notify other attending shareholders of the formation of the 10% Group Major Shareholder no later than the beginning of a meeting of the General Meeting of Shareholders (GMS). Article 29.2 of Decree 102/2010 allows the formation of a 10% Group Major Shareholder to occur before and during a meeting of the GMS. From the 10% Group Major Shareholders’ perspective, the provisions of the Enterprise Law and Decree 102/2010 could allow a group of shareholders to have maximum flexibility in exercising the rights of a 10% Group Major Shareholder. On the other hand, other shareholders or the JSC would likely want to know as early as possible if there is any 10% Group Major Shareholder who intends to exercise its nomination rights in the JSC to manage the operation of the company. A JSC (especially a public JSC) which wants to avoid a surprised proxy contest or hostile take-over may consider setting up a mechanism to require a 10% Group Major Shareholder to notify the JSC well in advance (even at the beginning of the six-month period) before exercising the rights of such 10% Group Major Shareholder.

  •  It is not clear if during a six-month holding period, internal transfers among the shareholders constituting a 10% Group Major Shareholder will affect such 10% Group Major Shareholder’s nomination rights. For example, at the beginning of the six-month shareholding period, a 10% Group Major Shareholder comprises of Shareholder A and Shareholder B holding 10% and 5% shares respectively. During the six-month shareholding period, A sells 2% shares to B. As such, at the time, the 10% Group Major Shareholder exercises its nomination rights, the 10% Group Major Shareholder still comprises of A and B but the shareholding ratios are different (being 8%/7% instead of 10%/5%). It is not clear if the 10% Group Major Shareholder at such time is still regarded as the same 10% Group Major Shareholder and is entitled to exercise the nomination right under Article 79.2 of the Enterprise Law.

  •  Similarly, it is not clear if any increase in the number of shares held by a 10% Group Major Shareholder during a six-month holding period would be entitled to the same nomination rights attached to the original number of shares. For example, at the beginning of the six-month shareholding period, a 10% Group Major Shareholder holds 11% shares in the JSC which empowers them to nominate one candidate for Board member if they were to continue to hold the same number of shares. Two month later during the six-month shareholding period the 10% Group Major Shareholder increases its shareholding to 31% which empowers them to nominate three candidates for Board members at the end of the six-month shareholding period. However, the question is whether the JSC can refuse the nomination rights attached to the 20% increased during the six-month shareholding period on the ground that the actual holding period for such increased shareholding is less than six month.

  •  The provisions of the Enterprise Law and Decree 102/2010 do not limit how many times during the term of the Board the nomination rights of a 10% Major Shareholder or a 10% Group Major Shareholder could be exercised. Therefore, to maintain control of the Board and to avoid the effect of cumulative voting requirement, a controlling shareholder may “divide” the election of Board members into smaller lots. In particular, under cumulative voting principle, whenever a JSC elects new Board members, each shareholder will have a number of votes equal to the number of new Board members to be elected times the number of voting shares held by such shareholder and such shareholder may cash all or some of his/her votes for any candidate. As such, the smaller the number of new Board members to be elected, the lesser the chance that a minority could win a Board seat.

  • The provisions of the Enterprise Law and Decree 102/2010 do not contemplate the nomination procedures where the nomination and selection of Board Members is conducted through obtaining written opinions from shareholders rather than through physical meetings of the GMS.

  •  The provisions of the Enterprise Law and Decree 102/2010 do not have any restriction for one shareholder to participate in the formation of more than one group of 10% Major Shareholders.

  •  The Enterprise Law and Decree 102/2010 do not contemplate whether and how a 10% Major Shareholder or a 10% Group Major Shareholder needs to present evidence that it satisfies the holding period requirement under Article 79.2 of the Enterprise Law. Under the Enterprise Law, the shareholders register (Sổ đăng ký cổ đông) provides conclusive evidence of ownership over shares. For a public JSC, whose shareholders register is maintained by the Vietnam Securities Depository Centre (VSD), the public JSC may not be able to confirm whether a 10% Major Shareholder or a 10% Group Major Shareholder is holding a number of shares consecutively during a period of time without the VSD’s cooperation and confirmation.

To avoid confusion and potential disputes, the Charter of a JSC should address the various uncertainties regarding the right of a 10% Major Shareholder or a 10% Group Major Shareholder to nominate Board Members candidate under the Enterprise Law and Decree 102/2010.


Vietnam Business Law Blog
Decree 342/2026: New Rules on Goods Trading by Foreign-Invested Enterprises in Vietnam

The Government officially issued Decree 342/2026/ND-CP dated 3 September 2026, detailing the Commercial Law and the Law on Foreign Trade Management on the sale and purchase of goods and activities directly related to the sale and purchase of goods by foreign investors and foreign-invested enterprises (FIEs) in Vietnam (Decree 342/2026).

Effective from 18 October 2026, Decree 342/2026 replaces Decree 09/2018/ND-CP (Decree 09/2018), which has governed the Business License and Retail Outlet License regime since 2018. However, FIEs holding Business Licenses and Retail Outlet Licenses issued before 18 October 2026 may continue the licensed activities under their existing licences.

Children's Data Under Decree 330/2026: Has the Old Dual-Consent Rule Come Back?

Must a business obtain both the child's consent and the consent of the child's legal representative, a parent or guardian (dual consent), whenever it processes the personal data of a child aged 7 or over? Under the Personal Data Protection Law (PDPL), the answer is no. Dual consent is required only for processing that would disclose the child's private life or personal secrets. For other processing, the legal representative consents on the child's behalf, and the child's own consent is not required (Article 24.2 of the PDPL). However, Decree 330/2026 of the Government on administrative penalties for violations in the fields of cybersecurity and personal data protection (Decree 330/2026) seems to apply dual consent to a broader set of circumstances. Article 60.1(c) of Decree 330/2026 fines processing of the data of a child aged 7 or over without dual consent. That rule was taken from Decree 13/2023, which ceased to have effect on 1 January 2026.

New Foreign Exchange Rules for Foreign Investment in Vietnam

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?

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?

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

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

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)

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

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.

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.

Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

When companies think about data protection, they usually focus on “visible” data like names, email addresses, or bank details. However, there is a hidden layer called metadata - essentially “data about data” - that often gets ignored.

Under Vietnam’s new personal data protection rules, overlooking metadata is a major risk. If metadata can be used to identify a specific person, it falls under the same strict rules as regular personal data.

What is Metadata? The “Digital Footprint”

Metadata is information that describes the context of a file or a message rather than the content itself. Even if you remove a person’s name from a file, the metadata can still point directly to them.

Land Access Privileges for Investor under Vietnam’s New BT Framework

Vietnam is currently at a pivotal stage of infrastructure modernization. To meet the immense demand for capital, the State has moved to revitalize private sector participation, most notably through the “Build – Transfer” (BT) model.

In a typical BT arrangement, a private investor finances and constructs an infrastructure project, then transfers it to the State upon completion. In return, the State “pays” the investor with land funds, allowing them to develop a “reciprocal project” (dự án đối ứng) to recover their capital and generate profit. While this mechanism is essential to stimulate private sector participation, the recent new legal framework for BT projects may raise significant concern regarding the land access privileges granted to BT investors compared to their counterparts in the general real estate market. In particular,

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Protection for auditors in Vietnam

The Law on Independent Auditing provides substantial protection to an auditor in Vietnam. In particular, an user of the audit result can only make a claim against the auditor if the user:

  • has an interest directly related to the audit result on the date of the audit report. It is not clear which evidence that an investor needs to submit to satisfy this requirement;
  • has reasonable knowledge about financial statements, accounting standards, auditing standards and other related legal regulations. Except for sophisticated and professional investor, it is unlikely that a retail or other investors can qualify for this requirement;
  • has used the audit result and the information in the audited financial statement prudently. Again, it is not clear what constitute a prudent use of the audited financial statement.

By way of comparison, under the US Securities Law, an investor purchasing shares in a listed company only needs to prove that information in an audited financial statement in the registration statement was misleading to make a claim against the auditor. Investors do not need to prove that they relied upon the registration or that the auditors were negligent.

The protection for auditors under the Law on Independent Auditing follows the existing protection under Circular 64/2004 of the Ministry of Finance. Under Circular 64/2004, an auditor can only be submitted to maximum fine of 10 times of the audit fees. 

Vietnam Business Law Blog
Decree 342/2026: New Rules on Goods Trading by Foreign-Invested Enterprises in Vietnam

The Government officially issued Decree 342/2026/ND-CP dated 3 September 2026, detailing the Commercial Law and the Law on Foreign Trade Management on the sale and purchase of goods and activities directly related to the sale and purchase of goods by foreign investors and foreign-invested enterprises (FIEs) in Vietnam (Decree 342/2026).

Effective from 18 October 2026, Decree 342/2026 replaces Decree 09/2018/ND-CP (Decree 09/2018), which has governed the Business License and Retail Outlet License regime since 2018. However, FIEs holding Business Licenses and Retail Outlet Licenses issued before 18 October 2026 may continue the licensed activities under their existing licences.

Children's Data Under Decree 330/2026: Has the Old Dual-Consent Rule Come Back?

Must a business obtain both the child's consent and the consent of the child's legal representative, a parent or guardian (dual consent), whenever it processes the personal data of a child aged 7 or over? Under the Personal Data Protection Law (PDPL), the answer is no. Dual consent is required only for processing that would disclose the child's private life or personal secrets. For other processing, the legal representative consents on the child's behalf, and the child's own consent is not required (Article 24.2 of the PDPL). However, Decree 330/2026 of the Government on administrative penalties for violations in the fields of cybersecurity and personal data protection (Decree 330/2026) seems to apply dual consent to a broader set of circumstances. Article 60.1(c) of Decree 330/2026 fines processing of the data of a child aged 7 or over without dual consent. That rule was taken from Decree 13/2023, which ceased to have effect on 1 January 2026.

New Foreign Exchange Rules for Foreign Investment in Vietnam

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?

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?

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

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

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)

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

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.

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.

Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

When companies think about data protection, they usually focus on “visible” data like names, email addresses, or bank details. However, there is a hidden layer called metadata - essentially “data about data” - that often gets ignored.

Under Vietnam’s new personal data protection rules, overlooking metadata is a major risk. If metadata can be used to identify a specific person, it falls under the same strict rules as regular personal data.

What is Metadata? The “Digital Footprint”

Metadata is information that describes the context of a file or a message rather than the content itself. Even if you remove a person’s name from a file, the metadata can still point directly to them.

Land Access Privileges for Investor under Vietnam’s New BT Framework

Vietnam is currently at a pivotal stage of infrastructure modernization. To meet the immense demand for capital, the State has moved to revitalize private sector participation, most notably through the “Build – Transfer” (BT) model.

In a typical BT arrangement, a private investor finances and constructs an infrastructure project, then transfers it to the State upon completion. In return, the State “pays” the investor with land funds, allowing them to develop a “reciprocal project” (dự án đối ứng) to recover their capital and generate profit. While this mechanism is essential to stimulate private sector participation, the recent new legal framework for BT projects may raise significant concern regarding the land access privileges granted to BT investors compared to their counterparts in the general real estate market. In particular,

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New Labour Code - Sexsual Harassment Prohibition

For the first time in history, the New Labour Code expressly provides that sexual harassment  (quấy rối tình dục) at workplace is prohibited. Under the Old Labour Code, an employer is only generally required to give proper treatment to employees. The issue is how to define "sexual harassment" further under the implementing regulations of the New Labour Code.  

Vietnam Business Law Blog
Decree 342/2026: New Rules on Goods Trading by Foreign-Invested Enterprises in Vietnam

The Government officially issued Decree 342/2026/ND-CP dated 3 September 2026, detailing the Commercial Law and the Law on Foreign Trade Management on the sale and purchase of goods and activities directly related to the sale and purchase of goods by foreign investors and foreign-invested enterprises (FIEs) in Vietnam (Decree 342/2026).

Effective from 18 October 2026, Decree 342/2026 replaces Decree 09/2018/ND-CP (Decree 09/2018), which has governed the Business License and Retail Outlet License regime since 2018. However, FIEs holding Business Licenses and Retail Outlet Licenses issued before 18 October 2026 may continue the licensed activities under their existing licences.

Children's Data Under Decree 330/2026: Has the Old Dual-Consent Rule Come Back?

Must a business obtain both the child's consent and the consent of the child's legal representative, a parent or guardian (dual consent), whenever it processes the personal data of a child aged 7 or over? Under the Personal Data Protection Law (PDPL), the answer is no. Dual consent is required only for processing that would disclose the child's private life or personal secrets. For other processing, the legal representative consents on the child's behalf, and the child's own consent is not required (Article 24.2 of the PDPL). However, Decree 330/2026 of the Government on administrative penalties for violations in the fields of cybersecurity and personal data protection (Decree 330/2026) seems to apply dual consent to a broader set of circumstances. Article 60.1(c) of Decree 330/2026 fines processing of the data of a child aged 7 or over without dual consent. That rule was taken from Decree 13/2023, which ceased to have effect on 1 January 2026.

New Foreign Exchange Rules for Foreign Investment in Vietnam

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?

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?

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

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

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)

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

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.

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.

Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

When companies think about data protection, they usually focus on “visible” data like names, email addresses, or bank details. However, there is a hidden layer called metadata - essentially “data about data” - that often gets ignored.

Under Vietnam’s new personal data protection rules, overlooking metadata is a major risk. If metadata can be used to identify a specific person, it falls under the same strict rules as regular personal data.

What is Metadata? The “Digital Footprint”

Metadata is information that describes the context of a file or a message rather than the content itself. Even if you remove a person’s name from a file, the metadata can still point directly to them.

Land Access Privileges for Investor under Vietnam’s New BT Framework

Vietnam is currently at a pivotal stage of infrastructure modernization. To meet the immense demand for capital, the State has moved to revitalize private sector participation, most notably through the “Build – Transfer” (BT) model.

In a typical BT arrangement, a private investor finances and constructs an infrastructure project, then transfers it to the State upon completion. In return, the State “pays” the investor with land funds, allowing them to develop a “reciprocal project” (dự án đối ứng) to recover their capital and generate profit. While this mechanism is essential to stimulate private sector participation, the recent new legal framework for BT projects may raise significant concern regarding the land access privileges granted to BT investors compared to their counterparts in the general real estate market. In particular,

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Written by Nguyen Quang Vu On In