New land clearance procedure under the Vietnamese Land Law

Effective from 1 July 2014, the new Land Law requires all Government authorities to complete all land recovery and clearance procedures including payment of land compensation to existing land users before deciding to lease or allocating such land to a new investor.

For large infrastructure projects in Vietnam, land clearance is one of the most time consuming tasks. The new change is likely to make it more difficult for a provincial authority who lacks funding to pay for land compensation to complete the land clearance procedures. This is because under the Land Law 2003, land lease/allocation and land clearance could be decided in one single decision. Relying on a “land lease/clearance decision”, certain investors may be prepared to “advance” the compensation costs for the relevant provincial authority on the assumption after paying the land compensation, the investors will certainly have the necessary land use rights.

Under the new Land Law, if an investor pays for the land compensation costs, the investor is not certain that it will be granted with the necessary land use right. This would make it more difficult for a potential investor to finance for the compensation costs. 

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.

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Some confusion about members of a Vietnamese limited liability company

A Vietnamese limited liability company (công ty trách nhiệm hữu hạn) only has two levels of management (the Members’ Council and the General Director) as opposed to three levels of management in a joint stock company (Shareholders’ Meeting, the Board of Directors and the General Director). Therefore, there are some confusion in the Enterprise Law about members of a limited liability company. In particular,

  • Who is a member of the Members’ Council?-  Article 47.1 of the Enterprise Law provides that Members’ Council of a limited liability company consists of “members” of the company. An institutional member of a limited liability appoints its authorised representatives to participate in the Members’ Council. Therefore, a member of the Members’ Council of a limited liability company should be members of the company who hold the ownership interest in the company and should not be the authorised representatives of an institutional member. Unfortunately, the Enterprise Law does not distinguish clearly between an institutional member and its authorised representatives in the operation of the Members’ Council. For example, Article 49.1 of the Enterprise Law provides that the Chairman of the Members’ Council is a natural person and is a member. If applying Article 49.1 of the Enterprise Law literally then a member being an institution cannot be the Chairman of the Members’ Council.

  • What are the duties of a member of the Members’ Council? Article 56.1 of the Enterprise Law requires a member of a limited liability company to have fiduciary-like obligations as regards to the company including (1) to exercise the delegated rights and perform the delegated duties honestly and diligently and to his/her best ability to assure the best lawful interests of the company; and (2) to be loyal to the interest of the company. It appears that Article 56.1 of the Enterprise Law considers a member of the Members’ Council equivalent to a member of the Board of Directors of a joint stock company. This is an inaccurate comparison. A member of a limited liability should have the rights and obligations equivalent to those of a shareholder (not a director) of a joint stock company. 

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Pre-emptive rights over new shares of Vietnamese shareholding companies

At law, the following provisions suggest that existing shareholders of a Vietnamese shareholding company have pre-emptive rights over new shares issued by the company:

  • Under Article 79.1(c) of the Enterprise Law, an ordinary shareholder in a shareholding company has priority right to subscribe for new shares issued by the company in proportion to the shareholding of such shareholder in the company;

  • Article 87.2 of the Enterprise Law provides that when a shareholding company issues new ordinary shares and offers such shares to all ordinary shareholders, the company must send a written notice to each shareholder setting out the terms of the offer and a reasonable period for the shareholder to consider the offer. If there is any shareholder failing to subscribe for the shares offered to them, the Board of Directors (the Board) of the company is entitled to offer such shares to a third party on terms, which are not more favourable than the terms originally offered to the relevant shareholder; and

  • Article 87.2(c) of the Enterprise Law provides that a shareholder may transfer its pre-emptive right to other persons.

On the other hand, there are certain provisions, which indicate that there may be exemptions to the pre-emptive rights of existing shareholders under the Enterprise Law. In particular,

  • Article 87.6 of the Enterprise Law states that “the Government shall provide implementing regulations for private placement of shares”. One therefore may argue that in case of a private placement of shares, there is no pre-emptive right. This is consistent with the fact that the regulations on private placement of shares which involve issuance of new shares to third party investor do not specifically require each existing shareholder to waive their pre-emptive rights before the company can issue new shares to third party investors. In practice, it seems that the regulators do not take into account pre-emptive rights of existing shareholders if the new share issuance is approved by the shareholders meeting; and

  • The Ministry of Finance has issued a model charter applicable to public companies in Vietnam, which provides that new shares must be offered to existing shareholders proportionally “unless otherwise decided by the General Meeting of Shareholders” (Decision 121 of the MOF dated 26 July 2012). A resolution of the General Meeting of Shareholders of a public company (which adopts the model charter) to issue shares to a specific entity could therefore be interpreted as constituting an exception to the right to personal notice and waiver that is in the Enterprise Law.

 

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Vietnamese merger regulations

Under the Vietnamese Competition Law, an “economic concentration” is defined to include the following types of transactions:

(a)        Merger of enterprises means the transfer by one or more enterprise(s) of all of  its lawful assets, rights, obligations and interests to another enterprise and at the same time the termination of the existence of the merging enterprise(s).

(b)       Consolidation of enterprises means the transfer by two or more enterprises of all of their lawful assets, rights, obligations and interests to form a new enterprise and at the same time the termination of the existence of the consolidating enterprises.

(c)        Acquisition of an enterprise means the purchase by one enterprise of all or part of the assets of another enterprise sufficient to control or govern the activities of one or all of the businesses of the acquired enterprise. Controlling or governing all or one of the businesses of another enterprise means an enterprise (controlling enterprise) obtains ownership of the assets of another enterprise (controlled enterprise) sufficient to give the controlling enterprise 50% of the voting rights at the general meeting of shareholders, the board of management or other level sufficient according to law or the charter of the controlled enterprise to enable the controlling enterprise to govern the financial policies and operations of the controlled enterprise aimed at receiving economic benefit from the business operations of the controlled enterprise.

(d)       Joint venture between enterprises means two or more enterprises together contribute a portion of their lawful assets, rights, obligations and interests to form a new enterprise.

Article 20.1 of the Competition Law provides that if the parties to a merger have a combined market share in a relevant market from 30% to up to 50% then the parties must notify the Vietnam Competition Authority of the enterprise acquisition before completing the merger unless the parties to the merger still remain a small and medium enterprise after the merger. A small and medium enterprise under Vietnamese law is subject to different criteria based on its business lines. But in general, a small and medium enterprise should not have more than 300 employees and a charter capital of more than VND 100 billion (about US$ 4.8 million).  An economic concentration with a combined market share of more than 50% is prohibited unless an exemption is granted.

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.

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Written by Nguyen Quang Vu On In ,