Investment Law of final - Business Law | Trường Đại học Quốc tế, Đại học Quốc gia Thành phố HCM
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Trường Đại học Quốc tế, Đại học Quốc gia Thành phố Hồ Chí Minh
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Investment Law The concept of Investment Forms of Investment Key Terms I.
The concept of Business investment (Art. 3(8) IL 2020)
a) An investor investing capital to do business
Establishing a business organization;
Making capital contribution, buying shares or capital contributions to a business organization;
Making investments in the form of contracts or execution of investment projects
b) Meaning of some words:
Certificate of investment registration (Investment Registration Certificate
– IRC): a paper or electronic document bearing registered information about
the investment project of the investor.
Register office: the regulatory body competent to issue, adjust, and revoke
Certificates of investment registration
Business organization:
- An organization established and run in accordance with Vietnam’s laws.
- Include companies, cooperatives, cooperative associations, and other
organizations that make business investments.
Foreign-invested business organization: a business whose members or
shareholders are foreign investors.
c) An organization or individual that carries out business investment activities. Include:
Vietnamese investor:
- An individual holding Vietnamese nationality.
- A business organization whose members or shareholders are NOT foreign investors. Foreign investor:
- An individual holding a foreign nationality
- An organization established under foreign laws
- Making business investment in Vietnam.
Foreign-invested business organizations II. Forms of Investment:
Establishment of a business organization
Contributing capital, buying shares, or buying capital contributions of business organizations Investment projects (PPP)
Business cooperation contracts (BCC)
New forms of investment and types of business entities prescribed by the Government's regulations.
a) Investment in establishment of a business organization (Art.22)
Investors may establish business organizations in accordance with LOEs. Conditions:
- A domestic investor: establish a business entity in accordance with enterprises
law, corresponding to each type of business entity;
- A foreign investor: satisfy market access conditions applied to foreign investors
specified in Article 9 of IL 2020
- Before establishing a business entity, the foreign investor must have: • An investment project •
Follow the procedures for issuance or adjustment of an investment registration certificate, •
Except for establishment of a small and medium-sized star-up enterprise and a
startup investment fund in accordance with regulations of the Law on Small and Medium-sized Enterprises.
Market access conditions applied to foreign investors (Art. 9(2))
- Ratio of the foreign investor’s charter capital in a business entity; - Investment method; - Scope of investment;
- Capacity of the investor; partners participating in the investment activities;
- Other conditions specified by laws and international agreements to which Vietnam is a signatory.
Investments made by foreign-invested business organizations (Art.23)
- The foreign investor must satisfy the conditions and follow investment
procedures applied to foreign investors: •
50% of charter capital or more is held by foreign investors, or the majority of
the general partners are foreigners (partnership); •
50% of charter capital or more is held by the business organizations mentioned in Art.23(1)(a) •
50% of charter capital or more is held foreign investors and the business
organizations mentioned in Art.23(1)(a).
b) Making investment by contributing capital, buying shares, or buying capital
contributions of business organizations (Art.24)
Conditions (Art. 24)
- Satisfy market access conditions applied to foreign investors (as prescribed in Article 9 of IL 2020
- Ensure national defense and security in accordance with this Law;
- Comply with regulations of the law on land and conditions for receipt of land
use rights and conditions for use of land on islands or border or coastal communes.
Forms of contribution of capital (Art. 25(1))
- Purchase of shares of joint-stock companies through the initial public or additional issuance;
- Contribution of capital to limited liability companies and partnerships;
- Contribution of capital to other business entities not mentioned above .
Forms of purchase of shares or stocks (Art. 25(2))
- Purchase of shares in a joint-stock company from such company or its shareholders;
- Purchase of stakes of members of a limited liability company to become a
member of such limited liability company;
- Purchase of stakes of a capital contributing member of a partnership to become
a capital contributing member of such partnership;
- Purchase of stakes of members of other economic entities not mentioned above Procedures (Art. 26(1))
Application file (Art. 26(2))