Under the Investment Law 2014, the procedures for transfer of shares or capital contribution in existing joint ventures between foreign and Vietnamese investors which are established before 1 July 2014 become more complicated than it used to be under the Investment Law 2005. This is because:

• Under Investment Law 2005, the Investment Certificate of a joint venture company will also the business registration certificate of such joint venture. As such, a transfer of shares or capital contribution in a joint venture under Investment Law 2005 and Enterprise Law 2005 only requires an amendment to the Investment Certificate of the joint venture company. Under Investment Law 2014, the Investment Certificate no longer serves as the business registration certificate. Therefore, it is not clear under Investment Law 2014, a transfer of shares or capital contribution in a joint venture would require a new or amended business registration certificate in addition to amendment to the Investment Certificate of the joint venture; and
• If the buyer of shares or capital contribution in a joint venture is a foreign investor then it is not clear if a transfer of shares or capital contribution in a joint venture is also subject to the Acquisition Registration procedures in addition to amendment of the Investment Certificate. The Acquisition Registration procedures are intended to apply to the case where a foreign investor acquiring shares or capital contribution in a Vietnamese company. However, strictly speaking, the Acquisition Registration could also apply to a transfer of share or capital contribution in a joint venture.