The proposed amendments to Vietnam's Investment Law and Enterprise Law make several changes. The Investment Law clarifies definitions, removes some sectors from preferential treatment, simplifies registration for capital contributions, and lowers the approval level for some investment projects. It also removes reporting obligations and sectors from the conditional investment list. The Enterprise Law removes some owner details from registration certificates, eases qualifications for controllers of joint stock companies, and lowers qualification requirements for controllers of public companies.

1. Lawyer in Vietnam Dr. Oliver Massmann – THE PROPOSED KEY AMENDMENTS TO
THE INVESTMENT LAW AND ENTERPRISE LAW:
THE INVESTMENT LAW:
- Clarify the definition of “investment in business”, “doing business”, “conditional business
sectors”, and “business and investment conditions”. In addition, the Government will provide the
criteria to determine conditional investment and business lines due to national defense and security,
social order and safety, social morality and community health.
- Include the non-retroactive application principle of investment conditions in case there is a change
in the law/ policy causing disadvantage to the investors.
- Residential housing projects will no longer be subject to preferential investment conditions.
- University education will be subject to preferential investment condition.
- Contribution of capital and shares purchase will not require registration if it does not result in
change of foreign ownership ratio in the target company.
- The PRIME MINISTER will no longer approve in-principle the following investment projects:
 Projects with investment capital of VND5,000 billion or above;
 Foreign-invested projects in shipping business; providing telecommunications services with
network infrastructure, establishing science and technology organizations, science and technology
enterprises with 100% foreign capital.
- Supplement the definition, purpose and nature of an in-principle approval.
- Projects that fall within the in-principle approval of the local People’s Committee but
implemented in 2 central cities/ provinces or above will be approved in-principle by the PM.
- Clarify which projects being allocated or leased land will be subject to the local Peoples’
Committee’s in-principle approval.
- People’s Committee at district level will have the authority to approve in-principle investment
projects within the approval authority of the local People’s Committee but conducted by
households/ individuals.
- Regulate the procedure to issue IRC to projects that have been approved in-principle but not
subject to the issuance of IRC upon the investor’s request.
- Replace the issuance of outbound IC with the registration regime of transferring capital abroad at
the foreign exchange management state agency.

2. - Remove the obligation to make monthly report on the investment activities.
- Remove the following sectors from the list of conditional investment business sectors:
 massage business services;
 services of commercial arbitration organizations;
 Debt trading services;
 Manufacture and repair of liquefied petroleum gas bottles (LGP bottles);
 Rice export;
 Trading in temporary import and re-export of frozen food;
 Franchising;
 Logistic business services;
 Trading in sea transport, shipping agency services;
 Providing training and retraining services on real estate brokerage practice;
 Providing training and retraining services for professional knowledge and skills in the management
and operation of condominiums;
 Providing management and operation services of condominiums;
 Providing management and operation services of cremation facilities;
 Doing business in urban planning services provided by foreign organizations and individuals;
 Providing printing services, except for printing packages;
 Producing helmets for motorcyclists;
 Doing business in film production services;
 Doing business in performing arts, fashion show, organization of beauty contest, models;
 Doing business in advertising products to the public.
- Add 2 conditional business sectors:
· Forestry planning consultancy;
· Register of fishing vessels.
THE ENTERPRISE LAW
- There will be no details (permanent resident address, nationality, ID No./ passport and other
equivalent documents) of the owner of private companies, partnership members and legal reps of
limited liability companies and joint stock companies in the Enterprise Registration Certificate
“ERC”.
- The head of the Control Committee of a joint stock company must only meet the qualifications of
an auditor or an accountant instead of having an auditor/ accountant certificate.
- At least one instead of all controllers of a public listed joint stock company or a company with
state ownership of more than 50% must be an accountant or an auditor.

3. Please do not hesitate to contact Oliver Massmann under omassmann@duanemorris.com if you have any
questions or want to know more details on the above. Oliver Massmann is the General Director of Duane
Morris Vietnam LLC.
THANK YOU!