Business
Enterprise Law forms plus an Investment Law approval layer for foreign capital
The Law on Enterprises 2020 governs company forms, and the Law on Investment 2020 adds an approval layer for foreign investors: many projects need an Investment Registration Certificate before the company can be registered.
Key rules
- Jurisdiction — Provincial Departments of Planning and Investment handle registration; industrial-zone and high-tech-park authorities license projects inside their areas.
Governing law
- Law on Enterprises No. 59/2020/QH14
- Law on Investment No. 61/2020/QH14
- Civil Code No. 91/2015/QH13
In practice
The usual vehicle is a single or multi-member limited liability company; joint stock companies are used where shares must be transferable or capital raised publicly. Foreign investors face a two-step process, IRC then Enterprise Registration Certificate, and sector conditions from WTO commitments and the negative list restrict or condition activities including advertising, logistics, education and distribution. There is no general minimum capital, but registered capital must be credible against the licensed project and is scrutinised. Charter capital must be contributed within ninety days. Conditional sectors listed in the Investment Law require further sub-licences, which is where timelines usually slip.