VIETNAM Law and Practice Contributed by: Ngoc Luong Trinh, Tung Nguyen, Hanh Vo, Esko Cate, Nguyen Dang, Khanh Le, Hoang Nguyen and Truc Ta, VILAF
Projects Subject to Approval by the Provincial People’s Committee Chairman The Chairman of the provincial People’s Committee has authority over, among others: • projects requiring land allocation, land lease or land use conversion; • housing and urban development projects; • golf course projects; • airport, seaport and aviation transport projects; • industrial park infrastructure projects; and • projects implemented in areas affecting national defence or security (Article 24.8 through Article 24.18 and Article 25.3 (a) of the Law on Investment 2025). The provincial authority also approves projects involv - ing medium-scale resettlement and projects located within protected heritage areas outside the Prime Min - ister’s authority (Article 25.3 (b) and Article 25.3 (c) of the Law on Investment 2025). Authority of Industrial Zone and Economic Zone Management Boards For projects located within industrial parks, export processing zones, high-tech zones, concentrated digital technology zones or economic zones that are consistent with approved planning, the relevant management board has the authority to approve the investment policy (Article 25.4 of the Law on Invest - ment 2025); Investment Registration Certificate (IRC) Foreign investors and foreign investor equivalents, as prescribed in the Law on Investment regulations, must obtain an Investment Registration Certificate in the following principal circumstances: • establishment of a new foreign-invested company to implement an investment project in Vietnam (Article 26.1 (a) of the Law on Investment 2025); • implementation of an investment project by an economic organisation treated as a foreign-invest - ed economic organisation under Article 20.1 of the Law on Investment 2025 (Article 26.1 of the Law on Investment 2025); • implementation of investment projects under a business cooperation contract (“BCC”) between:
• a domestic investor and a foreign investor; or • foreign investors together (Article 22.2 of the Law on Investment 2025). Notification on Satisfaction of Capital Contribution, Share Acquisition or Acquisition of Capital Contribution in Existing Vietnamese Enterprises (“M&A Approval”) Vietnamese law permits investors to invest in existing Vietnamese enterprises through: • capital contribution; • share acquisition; or • acquisition of capital contribution interests (Article 21.1 of the Law on Investment 2025). These investment forms constitute the principal frame - work for mergers and acquisitions (“M&A”) transac - tions involving foreign investors in Vietnam. Foreign investors conducting M&A transactions in Vietnam must satisfy the following principal condi - tions: • compliance with foreign investor market access conditions; • compliance with national defence and security requirements; and • compliance with land law restrictions applicable to land use rights in sensitive locations, including islands, border areas, coastal communes, wards and special administrative zones (Article 21.2 (a), Article 21.2 (b) and Article 21.2 (c) of the Law on Investment 2025). Foreign individuals or organisations receiving shares or capital contributions through donations, inheritanc - es, exchange contracts or other ownership transfer arrangements must also satisfy the same conditions as those applicable to foreign investor M&A transac - tions (Article 75.5 of Decree No. 96/2026/ND-CP). Member Registration or Recognition Certificate (MRC) Organisations and enterprises may register as mem - bers of the International Financial Centre (“IFC”) if they satisfy the applicable requirements on financial capacity, reputation and business activities aligned
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