Under the Investment Law 2014 and Decree 118/2015, an Acquisition Registration will be required:

• if a foreign investor or a deemed foreign investor acquires any percentage of ownership interest in a target company, which involves in business subject to a FIE Condition; or
• if a foreign investor or a deemed foreign investor acquires ownership interest in a target company, which does not involve in any business subject to a FIE Condition but the proposed acquisition results in (1) the aggregate ownership interest held by foreign investors or Deemed Foreign Investors in the target company being equal to or exceeding 51%; or (2) the aggregate ownership interest held by foreign investors or deemed foreign investors in the target company, which already exceeds 51%, increasing.

Article 26 of the Investment Law 2014 does not expressly exclude public joint stock companies (Public JSC) from the scope of Acquisition Registration. However, it is reasonable to take the view that acquisition of shares in a Public JSC is not subject to an Acquisition Registration. This is because:

• Under the Investment Law 2014, if there is any difference between the Investment Law 2014 and Securities Law 2006 (or Law on Credit Institutions or Law on Insurance Business) regarding “steps and procedures for investment” (trình tự và thủ tục đầu tư), then the provisions of Securities Law 2006 (or Law on Credit Institutions or Law on Insurance Business) will apply;
• This conclusion is consistent with a Public JSC (especially a listed Public JSC)’s need for better liquidity in share transfer. It would be impossible for a Listed JSC to attract foreign investors if any transfer is subject to lengthy regulatory approval process under the Investment Law 2014; and
• If an acquisition of shares in a Public JSC were subject to an Acquisition Registration then by the same argument an acquisition of shares in a credit institution under the Law on Credit Institutions or an insurance company under the Law on Insurance Business would also be subject to an Acquisition Registration. This is inconsistent with the fact that acquisition of these regulated entities is only regulated by the special laws applicable to them.

That said, the conclusion that a foreign investor acquiring shares in a Public JSC only needs to follow investment procedures and steps under Securities Law 2006 and its implementing regulations is not without doubt. In particular,

• Article 4.2 of the Investment Law 2014 only refers to difference between the Investment Law 2014 and Securities Law 2006 not difference between the Investment Law 2014 and implementing regulations of Securities 2006 or difference between implementing regulations of the Investment Law 2014 and implementing regulations of Securities 2006;
• It is not entirely clear what would constitute a “difference” between Investment Law 2014 and Securities Law 2006;
• Decree 78/2015 on enterprise registrations requires submission of an Acquisition Registration “in accordance with investment regulations”, if an unlisted Public JSC registers for changes of list of foreign shareholders.  This requirement may be interpreted to mean (1) that any acquisition of shares in an unlisted Public JSC will need an Acquisition Registration or (2) that any acquisition of shares in an unlisted Public JSC will need an Acquisition Registration to the extent that an Acquisition Registration is required by investment regulations; and
• It is not entirely clear that a required approval or registration under the Investment Law 2014 (e.g. an Acquisition Registration) will fall under the term “steps and procedures for investment”.  On the one hand, completing a registration procedures under the Investment Law 2014 could reasonably qualify as investment procedures. On the other hand, obtaining a registration or an approval to prove that the investment satisfies a specific investment condition (e.g. minimum legal capital) may also be considered as an investment condition.