VIETNAM Law and Practice Contributed by: Minh Duong, Phong Nguyen and Justin Gisz, Asia Counsel Vietnam Law Company Limited
7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview • The Law on Investment 2020 (as amended in 2025) defines four types of FDI: • the establishment of a new economic organisation; • a capital contribution or acquisition of shares/equi - ty in a target organisation; • the implementation of an investment project; and • a business co-operation contract. All types of FDI must undergo a foreign investment review regime, and investors will receive an approval or certificate as an “entry ticket” to make their invest - ment in Vietnam. National security review is a step in the foreign investment review regime, and this review is applicable to FDI that involves land use. Investment Licence Generally, investors investing in Vietnam must under - go an investment review regime to obtain one of the following documents (the “Investment Licence”). Investment policy approval All types of FDI may be subject to this review regime if the investment project is included in the list of projects that require approval from the National Assembly, the Prime Minister or the Provincial People’s Commit - tee. The investor must submit the application docu - ments to obtain the investment policy to the following authorities: • the Ministry of Finance (MOF) if the investment policy approval is issued by the National Assembly or the Prime Minister; • the Department of Finance (DOF) if the investment policy approval is issued by the Provincial People’s Committee for projects located outside of industrial parks, export processing zones, hi-tech parks or economic zones; or • the Board Management of the relevant industrial parks, export processing zones, hi-tech parks or economic zones if the investment policy approval is issued by the Provincial People’s Committee for projects located within these areas.
separate certain assets or business units to reduce their combined market share and enhance compe - tition; • price monitoring – the VCC may impose monitoring obligations on the parties to the concentration to ensure that they do not engage in anti-competitive pricing practices, such as price fixing or excessive markups; • other measures for minimising restraint on com - petition – the VCC may impose other conditions to mitigate any potential anti-competitive effects of the economic concentration, such as requiring the transacting parties to provide access to essential facilities or to refrain from engaging in certain types of market conduct; and • measures for enhancing positive impact – the VCC may also impose conditions to maximise the posi - tive effects of the concentration, such as requiring the transacting parties to invest in innovation or to expand their operations in under-served markets. 6.4 Antitrust/Competition Enforcement The VCC has the authority to block economic concen - trations that are deemed to have a significant restric - tive impact on the domestic market. If a transaction is blocked, the VCC may order the parties to unwind the transaction and impose a fine of 1% to 5% of the total turnover of the violating parties. Companies that violate the merger control regime may also face other administrative sanctions, such as: • fines of 1% to 5% of total turnover for failing to file a notifiable transaction; • fines of 0.5% to 1% of total turnover for failing to comply with waiting periods or standstill obliga - tions; • fines of 1% to 3% of total turnover for implement - ing a merger despite being blocked by the author - ity; or • fines of 1% to 3% of total turnover for failing to comply with conditions imposed by the VCC. If a company disagrees with a decision by the VCC, it may file a complaint with the Chairman of the VCC; if the complaint is not resolved to its satisfaction, it may file a lawsuit with the competent courts.
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