Lawyer in Vietnam Oliver Massmann - Vietnam - Country Guides: Securities and Banking

1. By: Oliver Massmann – Partner – General Director of Duane Morris Vietnam LLC.
Email: omassmann@duanemorris.com;
Vietnam
x Contacts directory for Vietnam
Country Guides: Securities and Banking
Last updated 11 May 2016
The State Bank of Vietnam (Ngan hang Nha nuoc Viet Nam, SBV) is the central bank of Vietnam. It is a ministry-
level body under the administration of the government. The SBV governor is a member of the cabinet. The prime
minister and the parliament of Vietnam (National Assembly) act jointly to nominate the governor of the SBV. The
governor is in charge for five years. The SBV's principal roles are to:
 Support monetary stability and implement monetary policies.
 Support institutions' stability and supervise financial institutions.
 Support banking facilities and recommend economic policies to the government.
 Support banking facilities for financial institutions.
 Manage the country's foreign exchange reserves.
 Manage foreign exchange and gold trading activities.
 Manage the borrowing and repayment of foreign loans, the provision of loans to foreign parties and
recovery of foreign debts.
 Print and issue bank notes.
 Supervise all commercial banks' activities in Vietnam.
 Lend State money to commercial banks.
 Join the Ministry of Finance in issuing government bonds and government-guaranteed bonds.
 Act as an agent for the State Treasury in organising bids and in issuing, depositing and making payment
for treasury bonds and bills.

2.  Be in charge of other roles in monetary management and foreign exchange rates.
In 1990 the bank system was reorganised. This process led to a separation of the SBV from other commercial
banks and was the start of the establishment of the private banking sector. A small number of major state-owned
commercial banks still dominate Vietnam's banking sector; however, today a process of privatisation is underway
and the goal is to reduce the State's share of ownership step-by-step to 51 percent.
Foreign ownership restrictions for Vietnamese Credit Institutions
On January 3, 2014, the government-adopted Decree 01/2014/ND-CP on purchase by foreign investors of
shareholding in Vietnamese credit institutions. Decree 01 became effective on February 20, 2014 and replaced
Decree 69/2007/ND-CP on purchase by foreign investors of shareholding in Vietnamese commercial banks.
In Decree 01, Vietnamese credit institutions are defined as:
1. shareholding credit institutions (i.e., a credit institution established and organised in the form of a
shareholding company and include shareholding commercial banks, shareholding finance companies
and shareholding finance leasing companies); and
2. credit institution currently converting its legal form from a credit institution operating in the form of a
limited liability company to become a credit institution operating in the form of a shareholding company.
Foreign investor includes foreign organisations [institutions] and foreign individuals. Foreign organisations
include:
1. organisations established and operating under the laws of a foreign country and any branch of such
institutions overseas or in Vietnam; and
2. an organisation, closed-ended fund, members' fund or securities investment company established and
operating in Vietnam with foreign capital contribution ratio above 49 percent. Foreign individual means
any person who does not hold Vietnamese nationality.
Decree 01 defines that shareholding ownership [shareholding] includes direct and indirect ownership. However,
Decree 01 does not explain clearly the scope of direct and indirect ownership.
In a case of purchase of shareholding by a foreign investor in a Vietnamese credit institution resulting in such
foreign investor's ownership of shares below 5 percent charter capital of the Vietnamese credit institution, a prior
approval of the SBV is not required. In other cases, any acquisition by foreign investors of shareholdings in a
Vietnamese credit institution requires the prior approval of the SBV.
The shareholding ratio of any one foreign individual must not exceed 5 percent of the charter capital of one
Vietnamese credit institution. The shareholding ratio of any one foreign organisation must not exceed 15 percent
of the charter capital of one Vietnamese credit institution. Any foreign investor being an organisation owning 10
percent or more of the charter capital of any one Vietnamese credit institution is not permitted to assign the
shareholding it owns to any other organisation or individual within a minimum three year period as from the date
of ownership of 10 percent or more of the charter capital in such credit institution.
The shareholding ratio of any one strategic foreign investor must not exceed 20 percent of the charter capital of
one Vietnamese credit institution. The investor may not transfer its shares in the Vietnamese credit institution
within five years after becoming the foreign strategic investor in the Vietnamese credit institution. A strategic
investor is defined as a foreign organisation with financial capacity and whose authorised person provides a
written undertaking to have a close connection regarding long-term interests with the Vietnamese credit institution
and to assist the latter to transfer to modern technology, to develop banking products and services, and to raise
its financial, managerial and operational capacity.
The shareholding ratio of any one foreign investor and its affiliates must not exceed 20 percent of the charter
capital of one Vietnamese credit institution. The total shareholding ownership of [all] foreign investors must not
exceed 30 percent of the charter capital of any one Vietnamese commercial bank. The total shareholding
ownership of [all] foreign investors in any one Vietnamese non-banking credit institution shall be implemented in
accordance with the law applicable to public companies and listed companies i.e., 49 percent of charter capital of
such institution.
In a special case in order to implement restructuring of a credit institution which is weak [and/or] facing difficulties,
in order to ensure safety of the credit institution system, the prime minister may, on a case-by-case basis, make a

3. decision on the total shareholding ratio of any one foreign organisation [or] any one foreign strategic investor, and
the total level of shareholding of foreign investors in any one weak shareholding credit institution which is
restructured, in excess of the limits described above.
Foreign exchange regulations
The Ordinance on Foreign Exchange, which was enacted by the Standing Committee of the National Assembly in
December 2005 and became effective in June 2006 and amended on March 18, 2013, regulates currency
exchange activities in Vietnam. The government has promulgated Decree No. 70/2014/ND-CP to provide
guidelines for both the Ordinance on Foreign Exchange and its amendments on March 18, 2013. Decree 70
became effective on September 5, 2014 and replaced Decree No. 160/2006/ND-CP dated December 28, 2006 to
provide detailed implementation of the ordinance.
Decree 70 governs the foreign exchange activities of residents and non-residents in current transactions, capital
transactions, foreign loan borrowing, use of foreign currency and provision of foreign exchange services, the
foreign currency market and rates of exchange, and the management of import and export of gold in Vietnam.
With regards to foreign loan borrowing, the government has also promulgated Decree No. 219/2013/ND-CP
dated December 26, 2013 on the management and repayment of offshore loans that are not guaranteed by the
government. Decree 219 became effective on February 15, 2014 and replaced Decree 134/2005/ND-CP on the
same subject.
Decree 219 governs all businesses that are incorporated under the Enterprises Law, credit institution and foreign
bank branches under the Law on Credit Institution, and cooperatives and unions of cooperatives established and
operating under the Law on Cooperatives. Offshore loans under Decree 219 include loans from non-residents
under loan agreements, deferred payment commodities sale and purchase agreements, entrusted loan
agreements and debt instruments issuance agreements that are not guaranteed by the government. In general,
foreign borrowing must comply with the regulations of, and is subject to, registration with the SBV.
However, Decree 219 does not state clearly that requirements and types of loans should be registered, or any
licensing/registration procedures. These issues have been addressed by the SBV’s guidelines i.e., Circular
03/2016/TT-NHNN dated 26 February 2016 providing certain guidelines on foreign exchange control in relation to
foreign borrowing activities. This Circular became effective on 15 April 2016. Circular 03 is expected to improve
the legal framework for management of the borrowing and repayment of enterprises in general and enterprises
not guaranteed by the government. Some highlights of the Circular 03 are as follows:
 Loans made in the form of deferred payment for import of goods no longer requires registration with the
SBV. However, the opening and use of bank accounts and remittance activities must comply with the
requirements of Circular 03.
 Loans subject to registration with the State Bank include: (i) mid-term and long-term foreign loans, (ii)
short-term foreign loans which are renewed to have loan terms to be more than 01 (one) year; and (iii)
short-term foreign loans which are not renewed but loans’ outstanding principal amounts have not been
fully repaid prior to or within 10 days after 1 year from the date of first loan withdrawal.
 A borrower which is not a foreign invested enterprise must open a bank account for the purposes of the
foreign loan at the authorized banks in Vietnam. For foreign invested enterprises, their direct investment
capital bank accounts may be used for this purpose.
 If the schedule of loan disbursement, repayment or interest payment changes by less than 10 days from
the schedule already registered with the SBV, the borrower must only notify its bank, and does not need
to register the changes with the SBV. However, if the schedule changes by more than 10 days, then
reregistration with the SBV is required.
 Circular 03 also allows notification to SBV (instead of change registration) with regards to certain
corporate changes of information that has been registered with SBV such as change of address of the
borrower within the province/city where it has head quarter, or change of trade names of the relevant
banks who provide account services, etc.
The government issued Decree No. 96/2014/ND-CP on October 17, 2014 on sanctions of administrative
violations in the field of monetary and banking operations. Decree 96 became effective on December 12, 2014
and replaced (i) Decree No. 95/2011/ND-CP dated December 20, 2011, and (ii) Decree No. 202/2004/ND-CP
dated December 10, 2004 on sanctions of administrative violations in the field of monetary and banking
operations.
This decree was said to tighten up forex and gold trading and relevant activities in Vietnam. According to this
decree, monetary penalties in relation to gold and forex trading, price listing/payment/advertising in forex/gold,
etc. were significantly increased i.e., from VND 5 million ($240) to VND 600 million ($29,000). For instance, the
possible penalty for violations re: trading on gold bars without license may be up to VND 500 million ($24,000) or
a possible penalty for violations re: forex activities conducted by credit organizations without licenses may be up

4. to VND 600 million ($29,000). In addition, forex/gold relevant to trading violations may be confiscated and
certificate of registration for forex agent and business operation license of gold of relevant parties may be also
suspended or revoked.
Recent developments of securities regulation
In early 2007 the first Securities Law of Vietnam (No. 70/2006/QH11, 2007) came into effect, which consisted of
11 chapters and 136 articles (as amended on November 24, 2010). The Securities Law primarily covers domestic
issues of Vietnam dong-denominated securities and is, therefore, limited to public issues of securities and does
not apply to the private placement of unlisted securities. The term "securities" covers a wide range of valuable
instruments, including:
 Stocks.
 Bonds.
 Warrants.
 Certificates.
 Put and call options.
 Futures contracts, irrespective of their form.
 Investment capital contribution contracts.
Specifically, the Securities Law governs:
 Public offerings of securities.
 Listings.
 Dealing.
 Trading.
 Investment in securities.
 Securities services.
The establishment and regulation of securities companies and investment funds.
The Securities Law's area of application considers two types of domestic securities trading market — the
Securities Trading Centre and the Stock Exchange. The local regulator, the State Securities Commission,
controls and supervises both markets; however, they are independent legal entities. The SSC is a State body that
the Ministry of Finance oversees. The government and the MoF have issued several decrees, decisions and
circulars to implement the Securities Law. Under the Securities Law, publicly offered securities in Vietnam have
to be denominated in VND. The par value of a listed share is VND 10,000; however, the minimum par value of a
publicly offered loan is VND 100,000.
On January 10, 2012, the MoF issued Decision No. 62/QD-BTC re: approval of project plan for restructuring of
securities companies. This decision was known as a key in the master plan to renovate the stock market/sector,

5. insurance market and securities companies which have been submitted to the Party Politburo by the MoF.
According to this decision, securities companies shall be evaluated based on available capital/risk/accumulated
losses index and categorised into three groups (normal, control and special control). The decision does not
provide any clear restructuring plan but promulgates certain controlling methods and penalties applicable to
securities companies not satisfying the required available capital/risk index such as disclosure/report
requirements, supervising or license withdrawal. The detail project plan is expected to be promulgated and
implemented early this year 2012 by the MoF.
Dated July 20, 2012, Decree No. 58/2012/ND-CP was issued to provide guidelines for the Securities Law and the
Law amending certain articles of the Securities Laws on offers for sale of securities, listing, trading, business and
investment in securities, and services in relation to securities and securities market. This decree abolished
Decree No. 14/2007/ND-CP dated January 19, 2007, Decree 84/2010/ND-CP dated August 2, 2010 and Decree
01/2010/ND-CP dated January 4, 2010 and Decree No. 58/2012/ND-CP.
On June 26, 2015, the government promulgated Decree No. 60/2015/ND-CP amending certain articles of Decree
58 and providing guidelines for Securities Laws. Decree 60 became effective on September 1, 2015 and abolish
Decision No. 55/QD-TTg dated April 15, 2009 of the Prime Minister on foreign ownership ratio in Vietnamese
stock exchanges.
The two key changes of Decree 60 are (i) opening more rooms for foreign investors to own shares / capital
contribution in Vietnamese companies (i.e., generally no limitation on foreign ownership at companies engaging
in non-conditional businesses in Vietnam) and (ii) allowing foreign companies to invest in government's and
companies' bonds in Vietnam.
Public offerings
With the promulgation of the Securities Law and its amendments, guidelines, rules, procedures and restrictions
were set down for the issuance of public shares and bonds. According to Article 12.1 of the Securities Law and
its amendments, an issuer must have already deposited nominal capital amounting to at least VND10 billion at
the time of registration of the offer. In addition, an applicant for quotation has to prove profit was made in the year
before the offering.
The establishment of a fund stipulates a minimum capital of VND50 billion. Other types of enterprise may have to
apply to additional conditions e.g., a public company registering a public offer of securities must provide an
undertaking, passed by its general meeting of shareholders, to place the shares for trading on an organised
trading market within one year from the date of completion of the offer tranche (Law amending certain articles of
the Securities Law dated November 24, 2010 and Decree No. 58/2012/ND-CP dated July 20, 2012 guiding
Securities Law and Law amending certain Article of the Securities Law).
To open the procedure for public offering it is necessary to file an application in the form of a registration
statement, which includes:
 The prospectus.
 The audited financial statements for the preceding two fiscal years.
 The issuer's constitutional documents and relevant corporate resolutions.
The main contents of a prospectus are prescribed in Decision 13/2007/QD-BTC of the MoF. Foreign investors
should be aware of the lack of fixed standards for financial statements and accounting in Vietnam, which can
result in inconsistencies in financial reporting and quality levels.
Private placements
A private placement is defined in the Securities Law and its amendment as an arrangement for offering securities
to less than one hundred investors, not professional securities investors, without using mass media or the
internet. Decree 58/2012/ND-CP provides conditions for a private placement made by several types of
companies as follows:
1. Conditions for a private placement of shares by a non-public shareholding company:
o Resolution of the general meeting of shareholders approving the plan for a private placement
of shares and the plan for utilisation of proceeds earned from the offer tranche; and

6. o Other conditions set out by the applicable law.
2. Conditions for a private placement of shares for conversion from a limited liability company into a
shareholding company:
o Decision of the owner or of the members' council approving the plan for a private placement of
shares for conversion; and
o Other conditions set out by the applicable law.
3. Conditions for a private placement of shares by a public company:
o Resolution of the general meeting of shareholders approving the plan for a private placement
of shares and utilisation of proceeds earned from the offer tranche; and specifying entities and
number of investors;
o The lock-up period on transfer of the private placed shared or convertible bonds is a minimum
one year from the date of completion of the offer trance, except for certain cases such as a
private placement pursuant to a plan selecting employees, etc.
o There must be a minimum interval of six months between tranches of private placements of
shares or convertible loans; and
o Other conditions set out by the applicable law.
Decree No. 60/2015/ND-CP also requires some further conditions such as the issuing company is not the parent
company of the stock offering company; or neither of companies are subsidiary companies of a parent company;
or satisfying with restriction on time (i.e., 1 year from the completion date of offering) and the time length between
offerings (i.e., 6 months) under the Securities Law.
An issuing organisation must submit an application file for registration of a private placement of shares to the
competent State authority. The State authorities competent to manage private share placements comprise: (i)
The Ministry of Finance, if an insurance company is not a public company; (ii) State Bank of Vietnam, if a credit
institution is not a public company; (iii) State Securities Commission, if the issuing organization is a securities
company, fund management company or public company; and (iv) Department of Planning and Investment [or]
Management Committee of the industrial zone, export processing zone, high-tech zone or economic zone, if the
issuing organisation is a non-public shareholding company other than those prescribed in items (i), (ii), and (iii)
above.
Pursuant to Decree No. 60/2015/ND-CP, the State Securities Commission will be the only competent authority
who is authorized to review and approve all private shares placements, i.e., dossiers for private share
placements in all cases will be submitted to the State Securities Commission on and after September 1, 2015.
If an application file is incomplete and invalid, the competent State authority shall, within 5 days from the date of
receipt of the application file for registration of a private placement of shares, provide its opinion in writing
requesting the issuing organisation to amend the file. The date of receipt of the valid and complete file shall be
the date on which the issuing organisation completes amendment and addition to the file.
Within 15 days from the date of receipt of the valid and compete file for registration, the State authority provides
notification to the registering organisation and publish on its website the private placement of shares of the
registering organisation. The issuing organisation shall, within 10 days from the selling tranche completion date,
submit a report on the results of the private placement to the competent State authority on the standard form
annexed to Decree 58.
Listing
Ho Chi Minh Stock Exchange (HOSE)
Decree 58/2012/ND-CP provides conditions for listing shares in HOSE as follows, among other things:

7.  The company has its paid-up charter capital of one hundred and 120 billion dong or more at the time of
registration for listing;
 The company has operated for at least two years in the form of a shareholding company calculated up
to the time of registration for listing; the ratio of equity over after-tax profit (ROE) in the most recent year
was a minimum 5 percent and the business operation in the two consecutive years immediately
preceding the year of registration for listing must have been profitable; it does not have debts payable
which are overdue for more than one year; it does not have accumulated losses calculated to the year of
registration for listing; and it complies with the provisions of law on accounting and financial statements;
 Any member of the board of management or board of controllers, the director (general director), deputy
director (deputy general director), chief accountant, a major shareholder and affiliated persons must
make public disclosure of any debts they owe to the company;
 At least 20 percent of the voting shares in the company must be held by at least 300 shareholders who
are not major shareholders; and
 Certain shareholders such as members of the board of management or board of controllers, etc. must
undertake to hold 100 percent of the shares they own for six months from the date of listing and 50
percent of this number of shares for the following six months.
Hanoi Stock Exchange (HNX)
Decree 58/2012/ND-CP provides conditions for listing shares in HNX as follows, among other things:
 The company has its paid-up charter capital of 30 billion dong or more at the time of registration for
listing;
 The company has operated for at least one year in the form of a shareholding company calculated up to
the time of registration for listing; the ratio of equity over after-tax profit (ROE) in the most recent year
was a minimum 5 percent; it does not have debts payable which are overdue for more than one year; it
does not have accumulated losses calculated to the year of registration for listing; and it complies with
the provisions of law on accounting and financial statements;
 At least 15 percent of the voting shares in the company must be held by at least 100 shareholders who
are not major shareholders; and
 Certain shareholders such as members of the board of management or board of controllers, etc. must
undertake to hold 100 percent of the shares they own for six months from the date of listing and 50
percent of this number of shares for the following six months.
Registration at HOSE and HNX
Companies wishing to register to list securities must lodge an application file for registration for listing with the
HOSE/HNX. An application file for registration to list shares shall comprise the following key documents, among
other things:
 General meeting of shareholders' approval;
 Register of shareholders, as entered one month prior to the date of lodging the application;
 Prospectus;

8.  Undertaking of certain shareholders such as members of the board of management or board of
controllers, the director (general director), deputy director (deputy general director) and the chief
accountant of the company, etc. to hold 100 percent of the shares they own for six months from the date
of listing and 50 percent of this number of shares for the following six months;
 Certificate from the Securities Depository Centre confirming registration by the institution and deposit of
the shares at such Centre; and
 Written consent from the State Bank in the case of a shareholding credit institution.
The HOSE/HNX shall approve or refuse to approve an application for registration for listing within 30 days from
the date of receipt of a complete and valid application file, and in a case of refusal shall specify its reasons in
writing.
Decision 55 [replaced by Decree No. 60/2015/ND-CP on September 1, 2015]
Dated April 2009, this decision was issued on the topic of the purchase and sale of "securities in Vietnam's
securities market". It stipulates the difference between local investors and foreign investors, in accordance with
foreign-invested local investment funds. It also states the 49 percent rule. This means that local investment funds
and local securities investment companies are considered foreign investors if foreigners hold more than 49
percent of the interest of a corporation. Decision 55 does not change the restricted possibility of foreign investors
to achieve not more than 49 percent of shares of listed companies and to purchase an unlimited investment in
bonds. Limits, however, are now possible pertaining to the total amount of foreign ownership on its bonds.
One improvement that Decision 55 provides is the displacement of the previous rule of the 30 or 40 percent
limitation of the aggregate foreign ownership in companies traded on the over-the-counter market, and other
public companies, by a step up of the foreign ownership limitation to 49 percent concerning public companies,
public investment funds and public securities investment companies. Decision 55 does not give attention to the
transfer of existing shares to a foreign investor.
It still, therefore, remains unregulated as to whether or not a foreigner is entitled to purchase existing shares from
existing shareholders in securities companies or fund management companies. There are still many issues left to
be regulated or to be clarified by the authorities; however, Vietnam's government has already shown the ability to
adapt to the changes and its willingness to modernise the law; step-by-step but as necessary.
The limitation of 49 percent was removed on September 1, 2015 under Decree No. 60/2015/ND-CP, i.e.,
generally no limitation on foreign ownership ratio except for "conditional" sectors. In particular, the new limitation
will now be subject to the WTO commitments or other specific domestic law (e.g., the 30 percent cap in the
banking sector). If there is a conditional business that specific foreign ownership restriction under domestic law
has yet to be specified, then the limitation is 49 percent. If there is no restriction and the sector is not a
conditional business under domestic law (e.g., distribution companies), then there is no limit for the foreign
shareholding ratio. This rule also applies to equitized state-owned enterprises in order to attract more foreign
investments. Decree 60 also removes all restrictions to foreign investors to invest in bonds. With respect to
securities investment certificates or derivative products of stocks of public companies, the restriction will be also
removed.
Circular 123/2015/BTC
At the end of 2008, two years after the first Securities Law, the SSC and the MoF enacted Decision
121/2008/QD-BTC to make the market more interesting for foreign investment as well as to penalise those who
disobey the Securities Law. Decision 121 governed the activities of foreign investors in the Vietnamese securities
market. On December 6, 2012, the MoF adopted Circular 213/2012/TT-BTC governing foreign investors'
activities in Vietnamese securities market. Circular 213 became effective on February 15, 2013 and replaced
Decision 121.
On 18 August 2015, the MoF issued Circular 123/2015/BTC governing foreign investment activities in
Vietnamese securities market (became effective on 1 October 2015), to guide Decree 60 and replace Circular
213.
Circular 123 provides detailed documents and procedure for foreign investors to operate in the Vietnamese stock
exchanges. The Circular streamlines the procedures for market participation of foreign investors in the
Vietnamese stock market by reducing the amount of necessary documentation and simplify the procedure. For

9. example, the Circular removes the need to translate documents into Vietnamese by allowing them to be
submitted in English.
The Circular sets out that domestic business organizations with foreign ownership of 51% or more, are required
to apply for the Securities Trading Code (STC) before trading shares, bonds or other types of securities under the
securities market regulations.
Notification procedure on foreign ownership limits (FOL).
Circular 123 requires that public companies are responsible for determining the applicable FOL. Following the
determination of the FOL which is applicable to them, companies not subject to any limit are obliged to file a
notification dossier with the State Securities Commission (SSC). This dossier includes: (i) extracted information
on business lines as uploaded on the National Business Registration Portal and the electronic address linking to
such information; and (ii) Minutes of Meeting and the Resolution of the Board of Management approving the
unrestricted FOL (if the company does not wish to maintain an FOL) or Minutes of Meeting and the Resolution of
the General Shareholders' Meeting approving and the charter providing for the specific FOL (if the company
wishes to maintain FOL).
The SSC will have 10 working days to acknowledge in writing the notification on FOL. Within one working day of
the receipt of SSC's acknowledgment on the applicable FOL, public companies are required to publish this
information on their website, which gives effect to the published FOL.
Circular 123 provides that foreign ownership in securities companies is unlimited. However, foreign investors
must satisfy certain qualification and conditions provided by the applicable law. A qualified foreign investor who
wishes to own more than 51 percent in a securities company must obtain the SSC's prior approval, which may be
issued within fifteen days from the date when the SSC receives the application and the transaction resulting in
the change of ownership must occur within six months from the date of SSC approval. If this does not occur then
SSC approval will be revoked automatically [Article 14].
Decision 88
Dated June 2009, this decision was issued on the topic of capital contribution and the purchase of shareholding
by foreign investors in Vietnamese enterprises. This decision does not govern foreign investors' investment in
stock exchange in Vietnam. The decision allows foreign investors to contribute capital and purchase shareholding
in more forms than in those of capital contribution and purchase of shareholding by foreign investors in
Vietnamese enterprises issued together with Decision No. 36/2003/QD-TTg in 2003. In addition, the proportion of
capital contribution and purchase of shareholding is opened compared with the fixed rate of a "maximum of 30
percent" of the charter capital of Vietnamese enterprises in Decision 36.
Essentially, contribution and purchase of shareholding forms under Decision 88 include:
 Purchase of shares in the initial issue or additional issues of joint-stock companies.
 Acquisition of shares of shareholders of joint stock companies.
 Acquisition of the capital contribution share of a member of a limited liability company.
 Capital contribution to a limited liability company that has two members or more to become a new
member of this company; or acquisition of all charter capital of the owner of the sole member limited
liability company to become the new owner of this company.
 Capital contribution to a partnership or acquisition of the capital contribution share of a member of a
partnership to become a capital contributing member of the partnership.
An account with an authorised Vietnamese commercial bank must be opened by foreign investors for purchase
and contribution. The bank account will be used to purchase and sell shares, assign capital contribution, receipt
and use of dividends, profit distribution, or remittance of funds overseas, and any other activity related to
investment in a Vietnamese company.

10. Oliver Massmann is Partner, General Director of Duane Morris Vietnam LLC. His email:
omassmann@duanemorris.com;