Before 1 July 2006, foreign-invested enterprises (old FIEs) were incorporated, operate and exist as an independent and separate form of corporation under the old Law on Foreign Investment. Since 1 July 2006, the current Enterprise Law took effect and replaced the old Law on Foreign Investment. Accordingly, since 1 July 2006, foreign-invested enterprises are incorporated, operate and exist in the same corporate forms as domestic companies under the current Enterprise Law.

The repeal of the old Law on Foreign Investment left old FIEs in a legal limbo given that many provisions of the current Enterprise Law are not compatible with the way an old FIE is incorporated and organised. To address such issue, the current Enterprise Law gives old FIE the right to “re-register” (đăng ký lại) to operate either as a limited liability company or joint stock company under the current Enterprise Law by 1 July 2008. The deadline for registration by old FIEs was extended to 1 July 2011 in 2009.  

In practice, many old FIEs especially joint venture companies do not re-register due to potential difficulties in re-negotiation of the charter or joint venture agreement or fear of losing investment incentives recorded in its current Investment Certificate. Realising such difficulty, in July 2013, the National Assembly issued an amendment to the Enterprise Law to abolish the time limit for re-registration by an old FIE.

Under the new provision which takes effect from 1 August 2013, at any time during its term of operation, an old FIE may apply to operate either as a limited liability company or joint stock company under the current Enterprise Law. In addition, an old FIE which term of operation has expired but has not been liquidated could also apply to re-register provided that the re-registration must be done before 1 February 2014.

An old FIE which does not re-register (un-re-registered FIE) will be entitled to operate according to its charter and Investment Certificate. Where the charter and the Investment Certificate are silent, the un-re-registered FIE will be subject to the Enterprise Law. However, it is not clear how the Enterprise Law could apply to an un-re-registered FIE. In another positive step, the National Assembly also allows an un-re-registered FIE to expand its scope of business without expanding the term of operation. Currently, an un-re-registered FIE is not allowed to expand its scope of business.