Breaking news - Vietnam Brand New Investment Law and Enterprise Law

1. UBreaking news:U Vietnam- BRAND NEW INVESTMENT LAW AND ENTERPRISE LAW
- WHAT YOU MUST KNOW !
By: Oliver Massmann
From the online press in Vietnam, the National Assembly passed the amended Enterprise Law
(“EL”) and Investment Law (“IL”) on 26 December 2014. The amended Enterprise Law has 10
chapter with 213 articles while the amended Investment Law has 07 chapter with 76 articles.
The amendment of those 02 important laws is expected to create more favorable conditions for
the enterprises to enter the market, to protect the rights and interests of the investors,
shareholders and business members, and meanwhile to improve the management of foreign
investment.
Pending for detailed review of those amended laws, we would like to note some highlighted
amendments reported from internet source:
I. UUNDER THE AMENDED ENTERPRISE LAW
i. URight to freely conduct business:U The enterprises will really have the right to freely conduct
business and allowed to do what are not prohibited by laws.
ii. USeal of enterprise:U The enterprise will be free to choose the use of seal. In case that the
enterprise uses the seal, its’ form and content shall be decided by the enterprise but it is
required to register with the licensing authority.
iii. UNew definition of state owned enterprise:U The state owned enterprise is defined as a wholly
state-owned enterprise. This is a different concept when the current EL consider an
enterprise with more than 50% state capital is the state owned enterprise
II. UUNDER THE AMENDED INVESTMENT LAW
i. UNew scope of governing:U The amended IL solely governs direct investment and leaves
indirect investment to the Law on Securities (2006) and its guiding regulations. The
amended IL directly covers offshore investment (i.e. - investment by Vietnamese entities in
foreign countries) which was previously regulated by a separate Government’s decree
ii. UNew definition of foreign investor: UForeign investor is now any foreign individual or
organization established in accordance with the foreign law. This new definition is
expected to make clear the concept of the foreign investor.

2. iii. UDecrease of the prohibited and conditional business lines: UThe amended IL promulgates
only 06 prohibited and 272 conditional business lines. This is a dramatic decrease in
comparison with the current IL.
Those amended laws will take effect from 01 July 2015.
Please do not hesitate to contact Oliver Massmann under Uomassmann@duanemorris.comU if you
are interested to know more or have any questions!