What is the definition of a "foreign investor"?
Pursuant to Clause 26, Article 4 of the 2020 Law on Enterprises, the term is defined as follows:
Article 4. Interpretation of terms
In this Law, the following terms shall be understood as follows:
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25. A "founder of an enterprise" refers to an individual or organization that establishes an enterprise or contributes capital to the establishment of an enterprise.
26. A "foreign investor" refers to an individual or organization as defined by the Law on Investment.
27. "Contributed capital" refers to the total value of assets that a member has contributed or committed to contribute to a limited liability company or a partnership. The "capital contribution ratio" is the proportion of a member's contributed capital relative to the charter capital of a limited liability company or a partnership.
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Referring to Clause 19, Article 3 of the Law on Investment, the term is explained as follows:
Article 3. Interpretation of terms
In this Law, the following terms shall be understood as follows:
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19. A "foreign investor" refers to an individual with foreign nationality or an organization established under foreign law that engages in business investment activities in Vietnam.
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Thus, a foreign investor is an individual with foreign nationality or an organization established under foreign law that engages in business investment activities in Vietnam.
How is an economic organization established by a foreign investor?
Pursuant to Article 72 of Decree 96/2026/NĐ-CP, the establishment of an economic organization by a foreign investor is regulated as follows:
[1] In cases where a foreign investor establishes an economic organization prior to completing the procedures for the issuance or amendment of an Investment Registration Certificate, the economic organization shall be established in accordance with the laws on enterprises or other relevant laws applicable to the specific type of economic organization.
Once established, the economic organization implementing the investment project shall carry out investment procedures in compliance with the laws on investment and relevant international commitments.
[2] In cases where a foreign investor completes the procedures for the issuance or amendment of an Investment Registration Certificate prior to establishing an economic organization, the economic organization established by said foreign investor shall serve as the investor implementing the investment project—as specified in the Investment Registration Certificate—from the date it is issued an Enterprise Registration Certificate or an equivalent legal document.
[3] The documentation, sequence, and procedures for establishing an economic organization shall follow the laws on enterprises or other relevant laws applicable to the specific type of economic organization. In cases where a foreign investor establishes an economic organization prior to completing the procedures for the issuance or amendment of an Investment Registration Certificate—as provided for in Clause 1, Article 72 of Decree 96/2026/NĐ-CP—the application for enterprise registration must include a commitment to satisfy the market access conditions applicable to foreign investors under the law. [4] Within 12 months from the date of establishment of an economic organization as stipulated in Clause 1, Article 72 of Decree 96/2026/NĐ-CP, such economic organization must complete the procedures to obtain an Investment Registration Certificate for an investment project that aligns with its business lines. It may only amend its enterprise registration information to include additional business lines after having been granted an Investment Registration Certificate. The economic organization may only commence the investment project once the procedures for obtaining or amending the Investment Registration Certificate have been completed.
[5] The charter capital of an economic organization established by a foreign investor to carry out an investment project is not required to be equal to the investment capital of the project itself. An economic organization established by a foreign investor shall contribute capital and mobilize other sources of funding to implement the investment project in accordance with the schedule specified in the Investment Registration Certificate.
What are the forms of capital contribution, share acquisition, and acquisition of capital contributions by foreign investors?
Pursuant to Article 74 of Decree 96/2026/ND-CP, the forms of capital contribution, share acquisition, and acquisition of capital contributions by foreign investors are as follows:
[1] Investors may contribute capital to an economic organization in the following forms:
- Purchasing shares issued for the first time or additional shares issued by a joint-stock company;
- Contributing capital to a limited liability company or a partnership;
- Contributing capital to other types of economic organizations not covered under points (a) and (b) of Clause 1, Article 74 of Decree 96/2026/ND-CP.
[2] Investors may acquire shares or capital contributions in an economic organization in the following forms:
- Purchasing shares of a joint-stock company from the company itself or from its shareholders;
- Purchasing the capital contribution of a member of a limited liability company to become a member of that company;
- Purchasing the capital contribution of a capital-contributing partner in a partnership to become a capital-contributing partner of that partnership;
- Purchasing the capital contribution of a member in other types of economic organizations not covered under points (a), (b), and (c) of Clause 2, Article 74 of Decree 96/2026/ND-CP.