1.       Market access requirements

Foreign investors establishing economic organizations in Vietnam must comply with the following provisions:

- They must meet market access requirements for foreign investors, in particular, applying market access requirements as prescribed for domestic investors, except for for lines that have not been accessed the market and conditional market.[1]

- They must meet market access requirements for foreign investors specified in the list of lines limited market access for foreign investor, including:

• The ratio of charter capital ownership capital by foreign investors in economic organizations;

• Form of investment;

• The scope of investment activities;

• Investor’s capacity; partners participating in the implementation of investment activities;

• Using of land, labor; natural, mineral resources;

• Producting and supplying of public goods and services or state monopoly goods and services;

• Owning and trading in houses and real estate;

• Applying forms of State support and subsidies to a number of sectors, domains or development of regional and territorial;

• Participating in programs and plans on equitization of state-owned enterprises;

• Other requirements.

- To check on the market access requirements, you can visit the National Investment Portal page to follow (https://vietnaminvest.gov.vn/SitePages/home.aspx).

2.        Requirements for the establishment of economic organizations

​- Before establishing an economic organization, the foreign investor must have an investment project, carry out procedures for granting and adjusting Investment Registration Certificates, except for the case of establishing small and medium-sized enterprises to initiate creative lawsuits and innovative start-up investment funds in accordance with the law for supporting small and medium enterprises. [2]

- Vietnamese law on investment stipulates that the ratio of charter capital ownership capital by foreign investors is the basis for determining economic organizations subject to domestic investors or foreign investors to apply different investment requirements and procedures. Accordingly, economic organizations in one of the following cases must meet the following requirements and carry out investment procedures as prescribed for foreign investors when investing in the establishment of economic organizations; investing in the form of BCC contracts:

• Having foreign investors holding more than 50% of charter capital or having a majority of partners members is a foreign individual for economic organizations that are partnerships; (*)

• Having economic organizations satisfying the (*) requirement, holding more than 50% of charter capital;

• Having foreign investors and economic organizations satisfying the (*) requirement, holding more than 50% of charter capital. [3]

- Economic organizations other than the above-mentioned cases shall implement investment requirements and procedures as prescribed for domestic investors. [4]

​- At the same time, it should be noted that when foreign-invested economic organizations have a new investment project but they already established in Vietnam, they just need to carry out the procedures for the implementation of such projects without necessarily establishing a new economic organization.

​- Foreign investors can choose the form of economic organization to establish: One-member Limited Liability Company/two-member Limited Liability Company or more; Joint Stock Company; Partnerships and Private Company. In the practice of legal support for foreign investors, it is realized that the form of a Limited Liability Company or Joint Stock Company is chosen by many investors.

[1] List of lines that have not been accessed in the market and conditional market access lines as prescribed in Decree 31/2021/ND-CP on Investment Law guidelines.

[2] Point c Clause 1 Article 22 of the Investment Law 2020

[3] Clause 1, Article 23 of the Investment  Law 2020

[4] Clause 2, Article 23 of the Investment  Law 2020

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