You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

February 4, 2022

GTDT Foreign Investment Review 2022 – Vietnam Chapter

Phuong Thi Minh Tran, an associate in Tilleke & Gibbins’ office Ho Chi Minh City, contributed the Vietnam chapter of Foreign Investment Review 2022, a recently published global guide to the legal and regulatory environment for foreign investment in 29 jurisdictions worldwide. Published and distributed by Getting the Deal Through (GTDT), the guide discusses law and policy on oversight of foreign investment, regulatory frameworks, procedural requirements, and other important stipulations for foreign investors.

The Vietnam chapter covers the following topics:

  • Law and Policy: Government policies and practices, main laws and their scope of application (including details on investment promotional measures), definitions, rules for state-owned enterprises and sovereign wealth funds, relevant authorities and oversight, and national interest provisions.
  • Procedure: Jurisdictional thresholds, national interest clearance, securing approval, the review process for competition clearance and associated penalties, involvement of authorities, facilitation of clearance, and post-closing regulatory powers.
  • Substantive assessment: Substantive tests for clearance, authorities’ consultation with other countries and other relevant parties, transactional prohibitions and objections, mitigating arrangements and challenges to a decision, and protection of confidential information.
  • Recent cases, updates, and trends: Relevant recent case law, key recent and ongoing developments.

A PDF of the Vietnam chapter can be accessed through the button below.

Tilleke & Gibbins also contributed the Cambodia, Laos, and Myanmar chapters to Foreign Investment Review 2022. To browse all 29 jurisdictions covered by the guide, please visit the Getting the Deal Through website.

RELATED INSIGHTS​ 

May 26, 2025
On September 6, 2024, Laos’ Ministry of Agriculture and Forestry (MOAF) issued Decision No. 4565/MAF on Forest Carbon Management. This decision, which took effect on October 29, 2024, enables Laos to participate in both domestic and international carbon markets. It outlines comprehensive guidelines for forest carbon activities, including investment procedures, carbon credit trading, and benefit allocation. The Department of Forestry (DOF), under the MOAF, oversees these activities and grants relevant permissions. Definitions The decision defines key terms related to forest carbon management: Forest carbon: Carbon dioxide (CO₂) absorbed by forests, calculated in tonnes per hectare. Forest carbon credit: Quantity of CO₂ reduction, absorption, and storage, measured in tonnes of carbon dioxide equivalent (tCO2e), achieved through various projects or activities. These credits are verified for the reduction, absorption, and storage of CO₂ to mitigate greenhouse gas emissions. They can be exchanged and traded in accordance with established standards for greenhouse gas emissions. Forest carbon trading: An agreement between a buyer (domestic or foreign legal entity or government) and a seller (the owner of a forest carbon project) to trade tCO2e . This trading allows the buyer to offset greenhouse gas emissions that exceed the emission allowances set out in the Paris Agreement on climate change. The forest carbon sold becomes the property of the buyer. Forest Carbon Business Operations According to the decision forest carbon business operations include: Cooperation between the government and development partners: This involves bilateral and multilateral cooperation based on international agreements and treaties. The use of carbon credits from this cooperation is not market-based but agreement-based, contributing to Laos’ national climate change goals. Forest carbon investment: This includes direct government investments and joint investments with the private sector, international organizations, or communities. These investments aim to create forest carbon credits without granting exclusive rights to forest
May 2, 2025
Attorneys from Tilleke & Gibbins have updated the latest edition of Doing Business in Thailand, a Q&A-style guide from Thomson Reuters Practical Law that offers an overview of key legal considerations for companies operating in jurisdictions worldwide. The contribution outlines the country’s legal and regulatory framework for foreign investment and business operations and reflects the latest legislative developments. The chapter addresses the following core topics: Legal system: Structure of the courts and the codified nature of Thai law. Foreign investment: Business restrictions under the Foreign Business Act, sector-specific regulations, exchange control rules, and investment incentives. Business vehicles: Overview of partnerships, private and public limited companies, and other legal entities. Employment: Labor protections, employment contracts, foreign worker requirements, and termination procedures. Tax: Corporate and personal income tax, indirect taxes, and tax obligations for residents and non-residents. Intellectual property: Registration and enforcement of patents, trademarks, designs, and copyrights. Data protection: Key provisions of the Personal Data Protection Act and related compliance obligations. Competition law: Regulatory framework under the Trade Competition Act. Anti-bribery and corruption: Relevant legislation and enforcement mechanisms. E-commerce and digital business: Legal regime for online transactions and digital platforms. Marketing and advertising: Consumer protection laws and regulations affecting advertising and marketing practices. Product regulation and liability: Safety standards, liability regimes, and roles of enforcement authorities. Practical Law, a legal reference resource from Thomson Reuters, publishes a range of guides for hundreds of jurisdictions and practice areas. The insurance and reinsurance guide is a valuable resource for legal practitioners, covering numerous jurisdictions worldwide. To view the latest version of the guide, please visit the Practical Law website and enroll in the free Practical Law trial to gain full access.
April 29, 2025
To foster foreign investment and attract leading international universities to establish campuses in Vietnam, the government has recently adopted several regulations, including Decree No. 124/2025 on foreign cooperation and investment in the field of education, Decree No. 125/2024 on regulatory requirements for educational investment and operation, and Decision No. 452/QD-TTg approving the Planning of the Network of University and Teaching Institutions for the Period 2021–2030, with a Vision to 2050 (the “University Network Plan”). However, foreign investors and private higher educational institutions must still navigate regulatory complexities, build strong academic reputations, and ensure financial sustainability to compete effectively in an increasingly competitive landscape. Below are highlights of recent developments in university-related regulations that may open new opportunities for foreign investment in Vietnam. Adopting the University Network Plan The University Network Plan encourages the development of private higher education institutions (“HEIs”), especially not-for-profit ones, and welcomes top foreign HEIs to open their own foreign branch campuses (“FBCs”) in Vietnam, with the following targets. Until 2030: Encouraging new establishment and expansion of the network of private HEIs (including their branch campuses) and FBCs of top foreign HEIs, especially those offering training majors of science, engineering, and technology. Developing regional HEI networks along economic corridors centered on large cities—not only the traditional economic hubs of Hanoi and Ho Chi Minh City, but also other provinces and cities throughout the country such as Hai Phong, Nghe An (Vinh), Thanh Hoa, Hue, Da Nang, Khanh Hoa (Nha Trang), Binh Đinh (Quy Nhon), Dak Lak (Buon Ma Thuot), Lam Dong (Da Lat), Binh Duong, and Can Tho. Vision to 2050: Increasing the number and proportion of private HEIs, especially not-for-profit ones. Having private HEIs account for about 50% of learners. Requirements for Foreign Investment in Higher Education Foreign investors can engage in higher education business
April 28, 2025
While Thailand’s Foreign Business Act B.E. 2542 (1999) (FBA) has been in place for over two decades, the issue of nominee arrangements remains a hot topic—especially as authorities continue to crack down on businesses that use Thai nationals to hold shares in violation of foreign ownership restrictions under the FBA. The FBA was enacted to limit foreign parties (which includes foreign individuals, offshore legal entities, and foreign majority-owned companies in Thailand) ability to conduct certain business activities in Thailand without authorization. This legal restriction has led many business operators to use nominees to operate their businesses. Similar to many other countries, nominee arrangements are illegal in Thailand. The FBA expressly prohibits foreigners from using Thai nationals to hold shares on their behalf in a way that enables them to own and operate reserved businesses under the law. Engaging in such arrangements (including conducting a business without the necessary license under the FBA) can result in severe penalties, including imprisonment, fines, and the forced dissolution of the business. The authorities, particularly the Ministry of Commerce and the Department of Special Investigation, continue to actively pursue cases involving suspected nominees. The FBA categorizes businesses into three lists, each outlining different levels of restrictions on foreign ownership and participation: List 1: Foreign business operators are strictly prohibited from engaging in any of the business activities on list 1, such as media outlets (newspapers, radio, and television), rice farming, forestry, extraction of Thai medicinal herbs, and land trading. List 2: Foreign business operators must obtain a foreign business license (FBL) from the Department of Business Development (DBD) and secure approval from the Thai cabinet to engage in a business activity on list 2. In addition, the company must be at least 40% Thai-owned (this may be reduced to 25% with special approval from