Vietnam Business Law is a website managed by lawyers of Venture North Law Limited (VNLaw). Venture North Law Limited (VNLaw) is a Vietnamese commercial law firm. We won the Rising Law Firm of the Year Award at the Southeast Asia Law Awards for the years 2020 and 2021 held by The Legal 500. Very few Vietnamese law firms have achieved a similar regional recognition.
In Official Letter 10791 issued in August 2016, the Ministry of Finance (MOF) has proposed to the Prime Minister detailed steps for selling State shares in an unlisted joint stock company (including those not registered for trading on Upcom) as follows:
Under Decree 91/2015 and an Official Letter 10791 of the Ministry of Finance (MOF) in August 2016, it is no longer clear whether the Prime Minister can authorise the sale of shares held by the State in an unlisted joint stock company to a private investor without holding a public auction of such shares first. In practice, many investors (especially those who want to acquire control or a substantial stake in a joint stock company from the State) prefer to being able to deal directly with the State-seller rather than going through a complicated public auction process.
The inconsistencies between the new Investment Law 2014 and Decree 23/2007 have caused many lawyers confused about the process of foreign invested enterprises (FIEs) to obtain a Trading Licence to operate in the sector of sale and purchase of goods (i.e. conducting export/import rights) and the related activities (e.g. distribution) (Trading Activities). Some temporary guidelines of licensing authorities recently could help clarify the situation.
According to an official correspondence in June 2016 of Ho Chi Minh City's Department of Planning and Investment (HCMC DPI) to a foreign investor applying for an investment project relating to Trading Activities, the foreign investor should conduct the licensing procedures in the following steps:
Under the Securities Law 2006, shares issued by a public joint stock company (Public JSC) must be registered with the Vietnam Securities Depository (VSD). If shares of a Public JSC are registered with the VSD, then the transfer of shares in such Public JSC must be conducted via the VSD. Title over a share of such Public JSC will only be transferred after details of the transfer are recorded in VSD’s system.