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According to the provisions of Article 118 of the current Labor Code and Article 19 of Decree 12/2022/ND-CP, businesses with 10 or more employees must have a written Labor Regulations and register it with the Department of Labor, War Invalids, and Social Affairs. The following violations may result in a fine ranging from 5,000,000 to 10,000,000 VND: Failure to register Labor Regulations when the business employs more than 10 workers. Using Labor Regulations without registering them with the Ministry of Labor, War Invalids, and Social Affairs. Using expired Labor Regulations. Building and registering Labor Regulations not only meets the mandatory requirements of the authorities but also serves as an important tool for guiding management and long-term human resources development, preventing and protecting the business in related matters. This task requires considerable time and internal manpower, so businesses may consider using the services of a business consulting firm to develop Labor Regulations and workplace conduct rules. The Labor Regulations document typically includes the following key contents: Working hours and rest periods. Principles and order at the workplace. Occupational health and safety. Protection of property, business secrets, technological secrets, and intellectual property. Specification of actions and levels of labor discipline violations, determination of disciplinary measures, and material responsibility. Principles of handling and delegation of labor discipline. Codes of conduct and ethics in business.

Violation of Intellectual Property Rights Regarding Product Trademarks Along with the development of society, the intellectual property rights of human creations are among the rights protected by law. Strict regulations within intellectual property laws aim to prevent violations by other organizations or individuals. However, as the number of intellectual property products increases, the number of legal violations regarding intellectual property rights has also risen. Violating intellectual property rights in general, and particularly infringing on trademarks, is a significant issue that greatly impacts the reputation of a company’s brand, as well as the business interests of the company and the trademark owner. Currently, trademark violations have become a common problem and pose a threat to every business during its operations and the development of its brand. Through this article, Kim Húc discusses the legal provisions related to identifying actions that infringe on trademark rights and the measures to address these violations, helping organizations and businesses protect their legal rights and interests. 1. Definitions: First, it is important to understand the concepts of "Intellectual Property Rights" and "Product Trademarks." According to the provisions of the Intellectual Property Law 2005, amended and supplemented in 2022: Intellectual Property Rights  include ownership rights to products resulting from intellectual and creative activities, such as literary and artistic works, scientific works, patents, industrial designs, semiconductor integrated circuit layouts, trademarks, trade names, trade secrets, geographical indications, and plant varieties. Product Trademarks  (commonly referred to as "trademarks") are signs used by a business (or a collective of businesses) to distinguish its goods or services from those of other businesses in the same category. 2. Identifying Violations of Trademark Rights: If a sign is identical to a trademark and the goods or services are identical to those listed in the trademark’s registration certificate, or in the international registration certificate protected in Vietnam or the World Intellectual Property Organization’s Trademark Bulletin, there is no need to consider whether the use could cause confusion among consumers about the goods or services bearing the trademark. If a sign is identical to the trademark and used for similar or related goods/services, or if a sign is similar to the trademark for identical, similar, or related goods/services as specified in the trademark registration certificate, or in the international registration protected in Vietnam or the World Intellectual Property Organization’s Trademark Bulletin, it is necessary to assess whether the use could cause confusion among consumers about the goods or services bearing the trademark. The factors used to evaluate the likelihood of confusion include: (i) The scope of protection of the trademark, including the overall and individual components of the trademark, and the similarity of the sign with the trademark as a whole, especially the distinguishing elements of the trademark that strongly impact consumers; (ii) The relation of the goods or services in terms of function, use, and composition, as well as the commercial habits of buying, selling, distributing, selecting, and using goods or services, and the conditions, methods, and locations of sale, distribution, marketing, and advertising; (iii) The characteristics of the consumer base for the goods or services, and the level of attention consumers pay when choosing and purchasing the goods or services; (iv) Other criteria, such as the actual use and protection of similar trademarks for the same types of goods, and the influence of other factors that might lead to associations between the goods/services under review and the goods/services protected by the trademark; (v) Evidence of confusion among consumers may be used to support the assessment of the likelihood of confusion caused by the use of the sign, although it is not a mandatory condition for determining whether the use of the sign causes confusion. 3. Measures to Take When Trademark Rights are Violated: Direct recommendations to the business, organization, or individual violating the trademark. Administrative measures by submitting a request to the relevant authorities to impose administrative sanctions and compel the violator to cease the infringement. Civil measures: When a dispute arises, the trademark owner has the right to file a civil lawsuit requesting the competent People’s Court to issue a judgment to stop the violation and demand compensation for damages (if there is actual harm). Criminal measures: These apply to anyone who intentionally violates a trademark that is protected in Vietnam on a large scale or for commercial purposes. Measures to control imported goods related to intellectual property: Stopping customs clearance and requiring the inspection of goods before import. Customers seeking consulting services or assistance with intellectual property procedures are welcome to contact us.

? Are you an investor wondering how to create an internal regulations set for your newly established company in Vietnam? ? Can you copy the internal regulations from another company, modify the content, and apply it to your own business? ? Can you use the internal regulations from the parent company abroad, modify the content, and apply it in your Vietnamese operation? ? Is your company management unsure whether the current internal regulations are updated with the latest legal provisions, ensuring that they protect the company's legitimate rights? For FDI businesses operating in Vietnam but lacking a clear understanding of the Labor Code in the host country, we offer essential services related to labor management at preferential rates, aimed at assisting clients in developing a comprehensive set of internal labor regulations that comply with current laws. After confirming your needs and understanding your company situation, we will provide advice, plan for labor regulations, and draft employment contracts and employee handbooks in line with the latest Labor Law. Additionally, we offer ongoing consultation services for a period to help businesses quickly finalize their HR management regulations and avoid potential issues in labor relations. What is an Employee Handbook? An Employee Handbook is understood as a document that outlines the tasks, policies (company internal work regulations and reward/punishment practices), and expectations of the company towards its employees. The employee handbook serves as a bridge, allowing the company to communicate its working culture and policies to employees in the most convenient way, ensuring that all employees understand and strictly comply with company regulations. Steps to develop a Labor Regulation set and Employee Handbook for your company. If your business or factory invested in Vietnam requires professional and legally compliant labor regulations and employee handbooks according to Vietnamese laws, or if you want to receive the latest legal updates, "Contact us!" Let us solve these challenges for you as an investor/business owner.

What is "on-site 3rd party export-import"? On-site export-import refers to a type of trade where goods are bought and sold for export or import, but the goods never leave Vietnam's territory. In practice, the goods are sold by a Vietnamese enterprise to a foreign trader according to a sales contract, but the foreign trader designates a delivery location within Vietnam for another entity to receive the goods. What types of goods are involved in on-site export-import? According to Clause 1, Article 86 of Circular 38/2015/TT-BTC, on-site export-import goods include: Processed products; machinery, equipment leased or borrowed; excess raw materials, supplies; scrap, waste from processing contracts. Goods traded between domestic enterprises and export processing enterprises or enterprises in non-tariff zones. Goods traded between Vietnamese enterprises and foreign organizations or individuals without presence in Vietnam, where the foreign trader designates another business in Vietnam to deliver or receive goods. 3. What customs documents are required? As per Clause 3, Article 86 of Circular 38/2015/TT-BTC, amended by Clause 58, Article 1 of Circular 39/2018/TT-BTC, the customs documents for on-site export-import goods include: Export customs declaration. Commercial invoice or equivalent documents in cases where the buyer is required to pay the seller. Export license. Notification of exemption from inspection or notification of specialized inspection results or other documents as prescribed by law on specialized management and inspection (hereinafter referred to as Specialized Inspection Certificate). Documents proving that the organization or individual is eligible to export goods according to investment law. Agency contract. Customs procedures for on-site export-import: Customs procedures are specified in Clause 5, Article 86 of Circular 38/2015/TT-BTC, as follows: Exporter’s responsibilities: Declare the export goods information and combine with the transportation declaration. Complete the export customs procedure as prescribed. Deliver the goods to the importer once the export customs clearance is completed. Importer’s responsibilities: Declare the import goods information within the prescribed time limit. Complete the import customs procedure as prescribed. The goods can only be used in production or consumption after customs clearance for import is completed. Customs office handling export procedure: Conduct customs procedures for export goods as prescribed in Chapter II of Circular 38/2015/TT-BTC. Monitor the export declarations that have been completed but not yet followed by the on-site import procedure and notify the Customs Department at the import destination to manage and follow up with the importer. Customs office handling import procedure: Monitor export declarations that have been cleared through customs to complete the import procedure. Receive and check goods based on the results from the risk management system. If physical inspection is required, and the goods have been inspected at the export customs office, the import customs office does not need to perform another inspection. Every month, compile and list the import declarations for goods cleared through customs according to the instructions of the foreign trader. Customers who wish to consult or complete procedures for on-site export-import of goods, please contact us.

Since July 1, 2015, the 2014 Investment Law has come into effect. According to the provisions of the 2014 Investment Law, the process of establishing a 100% foreign-invested company is as follows: Step 1: Register the investment policy with the provincial People's Committee Foreign investors intending to invest in Vietnam must apply for an Investment Registration Certificate. However, before applying for the Investment Registration Certificate, in some cases, the investor must register the investment policy with the provincial People's Committee. Required Documents: Request for project implementation; For individual investors: A copy of ID card, citizen’s card, or passport; For organizational investors: A copy of the Certificate of Establishment or other equivalent documents verifying legal status; Investment project proposal, including: investor’s name, investment objectives, investment scale, investment capital, capital mobilization plan, location, duration, investment progress, labor requirements, proposed investment incentives, and economic-social impact evaluation of the project; A copy of one of the following documents: Financial report for the last 2 years; Financial support commitment from the parent company; Financial support commitment from a financial organization; Financial guarantee of the investor’s capacity; Documents explaining the investor’s financial capability; Proposed land use: If the project does not request land allocation, lease, or change of land use purpose, submit a copy of the lease agreement or other documents confirming the investor’s right to use the location for the investment project; Explanation about technology use, including: technology name, technology origin, process diagram, main technical specifications, usage status of machinery, equipment, and technology lines for projects using restricted technology transfer from the technology transfer restricted list. Note: Projects not requiring an investment policy decision do not need to complete this step. Where to submit the documents:  Investment registration agency Processing time:  35-40 working days from the date of receiving valid documents. Step 2: Apply for the Investment Registration Certificate Foreign investors must apply for an Investment Registration Certificate in the following cases: Foreign investor’s investment project; Investment project of an economic organization where: Foreign investors hold 51% or more of the charter capital, or the majority of the general partners are foreign individuals in the case of a partnership; The above-mentioned economic organization holds 51% or more of the charter capital; The foreign investor and the above-mentioned economic organization together hold 51% or more of the charter capital. Required Documents: Request for project implementation; For individual investors: A copy of ID card, citizen’s card, or passport; For organizational investors: A copy of the Certificate of Establishment or other equivalent documents verifying legal status; Investment project proposal, including: investor’s name, investment objectives, investment scale, investment capital, capital mobilization plan, location, duration, investment progress, labor requirements, proposed investment incentives, and economic-social impact evaluation of the project; A copy of one of the following documents: Financial report for the last 2 years; Financial support commitment from the parent company; Financial support commitment from a financial organization; Financial guarantee of the investor’s capacity; Documents explaining the investor’s financial capability; Proposed land use: If the project does not request land allocation, lease, or change of land use purpose, submit a copy of the lease agreement or other documents confirming the investor’s right to use the location for the investment project; Explanation about technology use, including: technology name, technology origin, process diagram, main technical specifications, usage status of machinery, equipment, and technology lines for projects using restricted technology transfer; BCC contract for investment projects in the form of BCC contracts. Where to submit the documents:  Investment registration agency Processing time: For projects not requiring an investment policy decision: 35-40 working days from receiving complete documents; For projects requiring an investment policy decision: 10-15 working days from receiving the investment policy decision document. Step 3: Establish a company and obtain the business registration certificate After obtaining the Investment Registration Certificate, the investor needs to prepare documents to establish a company. Required Documents for Limited Liability Company: Application for business registration; Company charter; List of members; Copies of the following documents: ID card, citizen’s card, passport, or other legally recognized personal identification of individual members; Establishment decision, business registration certificate, or equivalent documents of the organization, and power of attorney; ID card, citizen’s card, passport, or other legally recognized personal identification of the legal representative of the organization; For foreign organization members, a copy of the business registration certificate or equivalent documents must be notarized and legalized; Foreign investor’s investment registration certificate according to the Investment Law. Required Documents for Joint-Stock Company: Application for business registration; Company charter; List of founding shareholders and foreign investors (including authorized representatives, if any); Copies of the following documents: ID card, citizen’s card, passport, or other legally recognized personal identification of individual members; Establishment decision, business registration certificate, or equivalent documents of the organization, and power of attorney; ID card, citizen’s card, passport, or other legally recognized personal identification of the legal representative of the organization; For foreign organization members, a copy of the business registration certificate or equivalent documents must be notarized and legalized; Foreign investor’s investment registration certificate according to the Investment Law. Where to submit the documents:  Business registration agency Processing time:  5 working days from receiving complete documents. Step 4: Publish the company establishment announcement After receiving the business registration certificate, the company must publicly announce the establishment on the national business registration portal in accordance with procedures and pay fees as required. The publication must include the business registration certificate and the following information: Business sector and activities; List of founding shareholders and foreign investors (for joint-stock companies). Where to submit:  Business registration agency Step 5: Company seal creation After receiving the business registration certificate and completing the company announcement, the company will create a seal at an authorized seal-making unit. The company may decide the quantity and format of the seal within the limits of the law. Step 6: Publish the seal sample on the national business registration portal After the seal is created, the company must upload the seal sample on the national business registration portal and will receive a confirmation notice from the Department of Planning and Investment. Where to submit:  Business registration agency Processing time:  3 working days from receiving complete documents. If you encounter any difficulties or require legal advice, please feel free to contact us for further details.

Currently, the investment in the restaurant business sector is developing strongly. The tastes and preferences of Vietnamese customers are very diverse, and they enjoy trying new and exotic menus. Especially in large cities, it is not difficult to find many restaurants owned by foreigners offering dishes from various regions and countries such as France, Italy, Japan, South Korea, Singapore, Thailand, China, India, etc. In Vietnam’s specific service commitments when joining the WTO, services related to food (CPC 642) and beverages (CPC 643) are no longer restricted for foreign investors. This means that foreigners can establish a 100% foreign-owned company to operate in the restaurant business in Vietnam. There are two methods to choose from: Establishing a foreign-invested company to run a restaurant in Vietnam. Contributing capital, purchasing shares, or stakes in a restaurant business in Vietnam. Method 1: Establishing a Foreign-Invested Company to Run a Restaurant in Vietnam Step 1: Apply for an Investment Registration Certificate The required documents include: Proposal letter for the investment project. For individual investors: A copy of their ID card, citizen identification card, or passport. For organizational investors: A copy of the establishment certificate or equivalent legal documents confirming the legal status. Investment project proposal. A copy of the financial report for the last two years, or a commitment of financial support from the parent company or financial institution, or a guarantee of the investor’s financial capacity. Proposal for land use requirements. If the project does not request the government to allocate or lease land or change the land use purpose, submit a copy of the lease agreement or other documents confirming the investor's right to use the land for the project. If the project involves the use of technology from the restricted technology list, submit an explanation for using the technology. Where to submit the application : The Department of Planning and Investment where the headquarters is planned to be located. Processing procedure : Within 15 days of receiving a complete and valid application, the Department of Planning and Investment will issue the Investment Registration Certificate for the foreign investor. If the application is refused, the department will respond in writing, stating the reason for the rejection. Step 2: Apply for a Business Registration Certificate The documents required for company establishment include: Application for business registration. Company charter. List of members for a limited liability company with two or more members or list of partners. Certified copy of the personal ID card or passport for individual members, certified copy of the business registration certificate for corporate members, and certified copy of the personal ID card or passport of the legal representative of that organization. Power of attorney. Investment registration certificate for foreign investors. Where to submit the application : The Department of Planning and Investment where the business is located. Timeframe : 3–6 working days. Announcement of business registration information : The business registration information must be publicly announced on the National Business Registration Portal within 30 days from the date the Business Registration Certificate is granted. The published information includes the details recorded in the Business Registration Certificate. Seal engraving and announcement of seal samples : The company may either authorize or do it themselves to engrave their seal and notify the use of the seal sample to the Department of Planning and Investment. The company can decide on the form, number, and content of the seal but must include the company name and business code. After receiving the seal sample notification, the Business Registration Office will issue a receipt to the company, publish the business’s seal notification on the National Business Registration Portal, and issue a notification about the seal sample publication. Step 3: Apply for a Food Safety Certificate Documents required for applying for a food safety certificate include: Application for a food safety certificate. Copy of the Business Registration Certificate. Explanation of facilities, equipment, and tools ensuring food safety and hygiene. Health confirmation from the owner of the facility and the person directly involved in food production and business issued by a medical facility. Confirmation that the owner and food production/business personnel have received food safety training. Where to submit the application : The Department of Health. The Department of Health will inspect the actual food safety conditions at the facility within 15 days from the date of receiving a valid application. If the facility meets the requirements, they will issue a food safety certificate; if not, they will provide a written response with reasons for the refusal. Method 2: Contributing Capital, Purchasing Shares, or Stakes in a Restaurant Business in Vietnam If the investor chooses this method, it saves time and costs as there is no need to apply for an Investment Registration Certificate. This sector does not restrict foreign investors’ capital contribution, so foreign investors can own up to 100% of the company's capital. The investor only needs to register their capital contribution, purchase shares, or stakes with the Department of Planning and Investment. Step 1: Register Capital Contribution or Purchase of Shares Required documents include: Document for capital contribution or share purchase, indicating the organization and ownership ratio of the foreign investor after the contribution or purchase. A certified copy of the ID card, citizen ID, or passport for individual investors; a certified copy of the company’s establishment certificate or equivalent documents for organizational investors. Where to submit the application : The Department of Planning and Investment where the company is located. Processing procedure : If the capital contribution, share purchase, or stake transfer complies with the ownership ratio and investment form regulations, the Department of Planning and Investment will notify the investor in writing within 15 days from the date of receiving a complete application. If the application does not meet the conditions, the department will respond in writing, stating the reason for the rejection. Step 2: Transfer of Shares, Stake Transfers, and Changes in Shareholders or Members . If you need further advice or assistance with legal issues related to establishing a foreign restaurant in Vietnam, please contact us for more guidance!

I. Legal Regulations: Securities Law of 2006, amended in 2010 Decree 58/2012/ND-CP providing detailed regulations and guidance on implementing some provisions of the Securities Law II. Types of Companies Engaged in Securities Activities Securities business refers to the activities of securities brokerage, proprietary trading, securities underwriting, securities investment consulting, securities custody, securities fund management, and securities portfolio management. Individuals or organizations wishing to engage in businesses related to securities can choose between two types of companies: Securities Companies or Securities Investment Fund Management Companies. These companies may be organized as limited liability companies or joint-stock companies according to the provisions of the Enterprise Law. The State Securities Commission issues licenses for the establishment and operation of securities companies and securities investment fund management companies. This license also serves as the Business Registration Certificate. Securities Companies: Securities companies may carry out one, several, or all of the following business activities: Securities Brokerage : Acting as an intermediary to buy and sell securities for clients. Proprietary Trading : When the securities company buys or sells securities for itself. Securities Underwriting : Committing to the issuing organization to carry out procedures before offering securities, purchasing part or all of the securities from the issuer to resell or buy the remaining unsold securities from the issuer, or assisting the issuer in distributing securities to the public. Securities Investment Consulting : Providing investors with analysis results, publishing analysis reports, and recommendations related to securities. Note: Securities companies are only allowed to carry out securities underwriting activities if they are engaged in proprietary trading. In addition to the above-mentioned securities business activities, securities companies can also receive authorization to manage individual investors' securities trading accounts, provide financial consulting services, and other financial services in accordance with regulations from the Ministry of Finance. Securities Investment Fund Management Companies: Securities investment fund management companies can carry out the following business activities: Securities Investment Fund Management : Managing a fund formed from the contributions of investors with the goal of making a profit from investments in securities or other forms of investment assets, including real estate, where investors do not have daily control over the fund's investment decisions. Securities Portfolio Management : Managing the securities portfolio on behalf of individual investors, including buying, selling, and holding securities and other assets. Securities Investment Consulting : Providing investment advice on securities. Note: The business activities specified in Clause 1 of this Article are granted under one license for the establishment and operation of a securities investment fund management company. In addition to the above business activities, securities investment fund management companies are allowed to mobilize and manage foreign investment funds that aim to invest in Vietnam.

In order to achieve the goal of developing the social economy in general, particularly in the fields of science, technology, and other sectors that require encouragement for growth, the government has established policies offering investment incentives and support for both domestic and foreign investors. The form and level of incentives and support are recorded in the Investment Registration Certificate for eligible entities. Therefore, when there are changes to investment incentives and support, investors need to follow the procedures and prepare the following documents: A document requesting the adjustment of the investment project. A report on the implementation status of the investment project up to the adjustment time. The investor's decision regarding the adjustment of the investment project (Decision and a valid copy of the meeting minutes of the Members’ Council/General Shareholders’ Meeting/General Members/Owners of the Economic Organization carrying out the investment project regarding the adjustment of the investment project, or any other legal document according to the law). A notarized copy of the most recent audited financial report close to the adjustment time. Information for the project proposal: Number of foreign employees, number of Vietnamese employees; investor’s phone number, email, company phone number in Vietnam, office area. A notarized passport and temporary residence confirmation (temporary residence card) of the legal representative. A copy of the Investment Registration Certificate/Investment Certificate/Investment License/Business License issued (for projects not subject to an investment policy decision). Or a copy of the Investment Policy Decision and the Investment Registration Certificate/Investment Certificate/Investment License/Business License issued (if any) (for investment projects subject to an investment policy decision). A copy of the Tax Registration Certificate (For companies that have not yet separated the Investment Registration Certificate and Business Registration Certificate). A power of attorney in case the investor does not submit the application directly. After receiving the application, the investment registration authority (which issued the Investment Registration Certificate) will adjust the certificate for the investor. For projects that fall under the investment policy decision category, the procedure will be the same. Note: If the company has not yet separated the Investment Registration Certificate from the Business Registration Certificate, when there is an adjustment regarding investment incentives and support for the investment project, the company must follow the procedure to obtain a new Investment Registration Certificate from the Investment Registration Agency. The documents, procedures, and process for issuing the Investment Registration Certificate must comply with the provisions of the 2020 Investment Law. The investor will be granted a new Investment Registration Certificate with the adjusted content, and the previous investment project content in the old Investment Registration Certificate will no longer be valid. Additionally, the company must carry out the procedure to separate the Business Registration Certificate from the previously issued Investment Registration Certificate (if the adjustment of incentives or support relates to changes in the business registration content or when the investor requests it). The Business Registration Certificate number will also serve as the company's tax identification number. If you need to learn more or need legal advice related to investment and business activities in Vietnam, please feel free to contact us., xin vui lòng liên hệ để được hướng dẫn thêm!

The non-life insurance business in Vietnam is increasingly developing, and foreign investment enterprises view Vietnam as a potential market for the growth of this industry. So, in order to invest in Vietnam, what legal conditions must foreign enterprises meet? The following content will assist businesses in the process of applying for and obtaining a business license in Vietnam. Legal Basis: Insurance Business Law 2022 Decree 80/2019/ND-CP Conditions for foreign non-life insurance enterprises: For organizations or individuals participating in capital contribution: Not falling under the prohibited categories as stipulated in Clause 2, Article 18 of the Enterprise Law. Organizations or individuals participating in capital contribution must contribute in cash and cannot use borrowed capital or entrusted investment capital from other organizations or individuals for capital contribution. Organizations contributing 10% or more of the charter capital must have been operating profitably for the 3 consecutive years before the submission of the application for the business license and must not have any accumulated losses at the time of submitting the application. In the case of an organization participating in capital contribution being an insurance company or reinsurance company already licensed to establish and operate in Vietnam, it must have been profitable for the 3 most recent consecutive financial years before submitting the application and meet the capital safety ratio according to the regulations of this Law. For the proposed insurance or insurance brokerage company: The charter capital must be contributed in Vietnamese Dong and not less than the minimum level as prescribed by the Government. The company type and its charter (for insurance companies, insurance brokers) must be in accordance with the law. There must be a manager or supervisor for the company and its proposed branch. 3. Procedure for establishing a foreign-invested insurance company: Step 1: Prepare the application: The application includes: Application for a license in the form prescribed in Annex I of Decree 46/2023/ND-CP. Draft company charter. A 5-year operational plan aligned with the proposed business area, clearly outlining the content as required. Personal documents of the foreign individual(s); resume, copies of diplomas, certificates, and other documents proving compliance with the qualifications and standards for managing the proposed company. List of capital contributors for a Limited Liability Company; documents of shareholders for a Joint Stock Company. A confirmation from a bank allowed to operate in Vietnam about the charter capital deposited in a blocked account at the bank. Documents from the competent state agency confirming that the Vietnamese organization contributing capital meets financial safety conditions and is permitted to contribute capital to establish the insurance company under the relevant laws. Power of attorney (if any). Step 2: Submit the application: Submit the application to the Ministry of Finance. Step 3: Receipt and resolution: The Ministry of Finance will notify in writing if additional documentation is required within 30 days from the date of receiving the application. If the application is not complete or valid, the Ministry will request corrections. Within 60 days from receiving a complete and valid application, the Ministry of Finance will issue the license. If the application is rejected, the Ministry will provide a written explanation of the reasons.

Currently, Vietnam has joined many global economic organizations with open commitments to foreign investors in Vietnam. As a result, foreign enterprises, organizations, and individuals consider Vietnam as a potential investment market. However, the overlapping and conflicting legal system in many documents also makes it difficult for foreign enterprises and individuals when they intend to invest in Vietnam. This article outlines the legal provisions regarding the foreign investor's capital ownership ratio in enterprises when investing in Vietnam. 1. Legal Basis: Enterprise Law 2020 Investment Law 2020 Securities Law 2019 Decree 155/2020/ND-CP 2. How do foreign enterprises invest in Vietnam? According to Clause 19, Article 3 of the Investment Law 2020, a foreign investor is an individual with foreign nationality or an organization established under foreign laws conducting investment activities in Vietnam. Based on Article 21 of the Investment Law 2020, foreign investors can carry out investment activities in Vietnam in the following forms: Investment to establish economic organizations. Investment to contribute capital, purchase shares, or purchase capital contributions. Implementation of investment projects. Investment in the form of BCC (Business Cooperation Contract). Other forms of investment and types of economic organizations as regulated by the Government. 3. Foreign Investor's Capital Ownership Ratio in Vietnamese Enterprises: Point a, Clause 3, Article 9 of the Investment Law 2020 stipulates: "3. Market access conditions for foreign investors specified in the list of sectors and industries with restricted market access for foreign investors include: a) The foreign investor's ownership ratio in the charter capital of the economic organization." Thus, one of the conditions for foreign investors contributing capital to a Vietnamese enterprise is to meet the required ownership ratio of charter capital. According to Clauses 7, 8, and 9, Article 17 of Decree 31/2020/ND-CP, market access conditions (including ownership ratio requirements) are applied according to international investment treaties. Clause 10, Article 17 of Decree 31/2020/ND-CP stipulates the restriction on the foreign ownership ratio under international investment treaties as follows: In cases where multiple foreign investors contribute capital, buy shares, or purchase capital contributions into an economic organization and are subject to one or more international investment treaties, the total foreign ownership ratio in that economic organization must not exceed the highest ownership ratio specified in an international treaty that sets a foreign investor ownership limit for a specific sector or industry. In cases where foreign investors from the same country or territory contribute capital, buy shares, or purchase capital contributions into an economic organization, the total ownership ratio of all such investors must not exceed the foreign ownership ratio limit as prescribed by the international investment treaty applicable to those investors. For public companies, securities companies, fund management companies, or securities investment funds, and investment companies, if the securities law provides different foreign ownership ratios, then the securities law provisions shall apply: For public companies, the foreign ownership ratio is 50% (according to Article 139 of Decree 155/2020/ND-CP). For securities companies, securities investment companies, securities investment funds, the foreign ownership ratio can go up to 100% (according to Article 77 of the Securities Law 2019). In cases where the economic organization operates in multiple sectors, and the international investment treaties have different foreign ownership ratios for each sector, the foreign ownership ratio in the organization must not exceed the lowest limit for the sector with the most restrictive foreign ownership ratio. Thus, the foreign ownership ratio is determined based on international treaties applicable to the investment sectors. For consultation, please contact us.

I. Legal Basis: Investment Law 2020; Decree 31/2021/ND-CP detailing and guiding the implementation of some provisions of the Investment Law; International treaties to which Vietnam is a member. II. Sectors with Investment Restrictions in Vietnam: Restricted investment sectors are those where foreign investors must meet specific conditions when investing in Vietnam. The list of sectors subject to market access restrictions for foreign investors includes: Production and distribution of cultural products, including recordings. Production, distribution, and broadcasting of television programs and performing arts, stage performances, and films. Providing broadcasting and television services. Insurance; banking; securities business and other services related to insurance, banking, and securities. Postal and telecommunications services. Advertising services. Printing services, publishing services. Surveying and mapping services. Aerial photography services. Educational services. Exploration, exploitation, and processing of natural resources, minerals, oil, and gas. Hydroelectric, offshore wind, and nuclear energy. Transport of goods and passengers by rail, air, road, river, sea, and pipeline. Aquaculture. Forestry and hunting. Gambling, casino business. Security services. Construction, operation, and management of river ports, seaports, and airports. Real estate business. Legal services. Veterinary services. Trading and related activities directly connected with the buying and selling of goods by foreign service providers in Vietnam. Technical inspection and analysis services. Tourism services. Health and social services. Sports and entertainment services. Paper production. Production of vehicles with over 29 seats. Development and operation of traditional markets. Commodity exchange operations. Domestic cargo collection services. Auditing, accounting, bookkeeping, and tax services. Valuation services; consulting for the determination of business value for equitization. Services related to agriculture, forestry, and fishery. Aircraft production and manufacturing. Manufacturing of locomotives and railway cars. Production and business of tobacco products, tobacco materials, tobacco machinery, and equipment. Publishing operations. Shipbuilding and repair services. Waste collection services, environmental monitoring services. Commercial arbitration, arbitration mediation services. Logistics services. Coastal shipping transport. Cultivation, production, or processing of rare plant species, breeding of rare wildlife species, and the processing or treatment of such animals or plants, including live animals and products derived from them. Construction materials production. Construction and related technical services. Motorcycle assembly. Services related to sports, fine arts, performing arts, fashion shows, beauty pageants, modeling, and other recreational activities. Support services for air transport; ground technical services at airports; in-flight catering services; air navigation services, and meteorological services for aviation. Shipping agency services; tugboat services. Services related to cultural heritage, copyright and related rights, photography, recording, exhibition, festivals, libraries, museums. Services related to tourism promotion and advertising. Representation, agency services for recruitment, scheduling, and management of artists, athletes. Services related to family matters. E-commerce activities. Cemetery business, cemetery services, and funeral services. Seed planting and chemical spraying services by aircraft. Maritime pilot services. Sectors or activities invested in under a pilot mechanism by the National Assembly, Standing Committee of the National Assembly, the Government, or the Prime Minister. III. Sectors Prohibited for Investment in Vietnam: According to Article 6 of the 2020 Investment Law, prohibited business sectors include: Business in narcotic substances. Business in certain chemicals and minerals. Trading in specimens of wild plants and animals sourced from the wild. Prostitution-related businesses. Trade in humans, human organs, corpses, body parts, and human fetuses. Business activities related to human cloning. Trading in fireworks. Debt collection services.

On January 25, 2016, the Government issued Decree 07/2016/ND-CP detailing the Commercial Law on Representative Offices and Branches of Foreign Traders in Vietnam, replacing Decree No. 72/2006/ND-CP dated July 25, 2006, which detailed the Commercial Law on Representative Offices and Branches of Foreign Traders in Vietnam. Decree 07/2016/ND-CP took effect on March 10, 2016. Accordingly, foreign traders will only be granted a Branch Establishment License if they meet the following conditions: The foreign trader is established and registered according to the laws of their country or territory that is a member of an international treaty to which Vietnam is a party or is recognized by the laws of those countries or territories; The foreign trader has been in operation for at least 5 years, from the date of establishment or registration; If the foreign trader's business registration certificate or equivalent documents specify a period of operation, the remaining time must be at least 1 year from the date of submission of the application; The activities of the Branch must align with Vietnam's market opening commitments in international treaties to which Vietnam is a member and must be consistent with the foreign trader’s business scope; If the Branch's activities do not align with Vietnam's commitments or the foreign trader is from a country or territory not part of an international treaty to which Vietnam is a party, the establishment of the Branch must be approved by the Minister of the relevant managing ministry. Conditions in points 4 and 5 above are new requirements aligned with international treaties to which Vietnam is a member, signed after the enactment of the 2005 Commercial Law. These conditions ensure that the establishment of branches by foreign traders complies with Vietnam's international commitments. Documents required to establish a branch of a foreign trader include: Application for the Branch Establishment License using the form from the Ministry of Industry and Trade, signed by the authorized representative of the foreign trader; A copy of the business registration certificate or equivalent document of the foreign trader; A letter from the foreign trader appointing the head of the branch; A copy of audited financial reports or a document confirming the tax or financial obligations for the most recent fiscal year or equivalent documents issued by the competent authority in the country where the foreign trader is based, verifying the existence and activities of the foreign trader; A copy of the branch’s operational charter; A notarized copy of the passport, ID card, or citizenship card of the branch head; Documentation about the proposed branch office location, including a copy of the memorandum or lease agreement, or a document proving the foreign trader has the right to use the location; The branch location must comply with Vietnam’s laws on security, order, occupational safety, and other legal requirements. The branch office cannot sublet the premises. Foreign traders must submit the application in person, by post, or online (if eligible) to the licensing authority (Ministry of Industry and Trade). Within 3 working days of receiving the application, the licensing authority will review the documents and request additional information if necessary. This request for additional documents can be made only once during the review process. Branch Establishment License validity: The Branch Establishment License for a foreign trader is valid for 5 years, but it cannot exceed the remaining validity of the foreign trader’s business registration certificate or equivalent documents if those documents specify a period of operation. Conditions for the Branch Head: The Branch Head must be responsible to the foreign trader for their activities and the branch's operations within the scope authorized by the foreign trader. The Branch Head must be accountable for activities outside the scope of their authorization. If the Branch Head leaves Vietnam, they must delegate authority to another person in writing to carry out their duties, with the foreign trader's consent. The Branch Head remains responsible for the delegated duties. If the Branch Head does not return within the authorized time and has not delegated their authority, the person authorized may continue carrying out the Branch Head’s responsibilities until the Branch Head returns or the foreign trader appoints a new Branch Head. If the Branch Head is absent from Vietnam for more than 30 days without delegating their responsibilities, or in case of death, disappearance, detention, imprisonment, or legal incapacity, the foreign trader must appoint a new Branch Head. The Branch Head cannot hold the following positions: Head of the representative office of another foreign trader; Head of the representative office of the same foreign trader; Legal representative of an economic organization established under Vietnamese law. Authority to issue the Branch Establishment License: Foreign traders submit their branch establishment applications to the Ministry of Industry and Trade. Publication of Branch Information: Within 15 days from the date of issuance, reissuance, modification, extension, or revocation of the Branch Establishment License, the licensing authority is responsible for publishing the following information on its official website: The name and address of the branch office; The name and address of the foreign trader; The Branch Head’s name; The license number, issuance date, validity, and the issuing authority; The branch’s operational activities; The date of reissuance, modification, extension, or revocation of the branch’s license. 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