WHAT LEGAL MATTERS SHOULD FOREIGN-INVESTED ENTERPRISES OPERATING IN VIETNAM REVIEW?
For foreign-invested enterprises (FIEs) operating in Vietnam, the issuance of an Enterprise Registration Certificate (ERC) or an Investment Registration Certificate (IRC) does not mean that all legal obligations have been discharged.
In the course of their operations, enterprises may undergo changes involving their legal representatives, registered head offices, ownership structures, capital, business lines or the implementation of investment projects. Each change may be governed by different legal requirements and procedures.
Importantly, not every corporate change requires an adjustment to an investment project. Conversely, completion of an enterprise registration procedure does not, of itself, satisfy obligations arising under investment legislation.
With Law on Investment No. 143/2025/QH15 having taken effect on 1 March 2026, alongside updated enterprise registration regulations, a review of an enterprise’s legal records provides the basis for establishing its legal position, identifying applicable obligations and determining an appropriate course of action.
1. Distinguishing enterprise registration records from investment registration records
A fundamental issue in reviewing the legal position of an FIE is distinguishing between its enterprise registration records and the records relating to its investment projects.
An Enterprise Registration Certificate (ERC) records an enterprise’s registration particulars under the law on enterprises. An Investment Registration Certificate (IRC), by contrast, records information relating to an investment project in cases where such a certificate is required under investment legislation.
The two certificates serve different legal purposes.
Article 26(1) of Law on Investment No. 143/2025/QH15 requires IRC issuance procedures to be carried out for investment projects of foreign investors and investment projects of economic organisations falling within Article 20(1). Whether this obligation arises must therefore be assessed by reference to the entity implementing the particular investment project.
For example, where a foreign investor establishes an economic organisation in Vietnam to implement an investment project, the foreign investor’s project falls within the category for which an IRC is required. Article 19(2) of the 2025 Law on Investment permits the investor to establish the economic organisation before completing procedures for the issuance or adjustment of the IRC. That sequence does not, however, dispense with the IRC requirement where the project is subject to it by law.
By contrast, where a foreign investor purchases shares or a capital interest in an existing Vietnamese enterprise, the acquisition transaction itself is not subject to the requirement to obtain an IRC under Article 26(2)(c). Depending on the circumstances, the investor may nevertheless be required to register the capital contribution, share purchase or acquisition of a capital interest before the corresponding change of members or shareholders, pursuant to Article 21(3), and to complete any relevant enterprise registration procedures.
Accordingly, the requirement to obtain an IRC for an investment project must be distinguished from the procedures applicable to a capital contribution or acquisition of shares or capital interests. A review of an FIE should examine its form of investment, ownership structure, existing investment project records (if any), and the relevant registration or adjustment obligations.
Distinguishing these records and procedures correctly helps establish the enterprise’s legal position while avoiding both unnecessary filings and omissions of mandatory requirements.
2. Reviewing enterprise registration information and corporate structure
For an operating FIE, verifying enterprise registration information is a basic component of a legal review.
Matters commonly requiring verification include the enterprise’s registered name, head office address, legal representative, charter capital, members or shareholders, and any other particulars that must be registered, notified or updated under applicable law.
The review should not be confined to the information recorded on the ERC. Depending on the circumstances, it may also be necessary to examine the current charter, decisions of the owner or relevant governing bodies, membership or shareholder records, and other corporate governance documents.
For example, when an enterprise changes its legal representative, it is necessary to determine who has authority to approve the change, the applicable decision-making process, when the change takes effect, and the corresponding registration obligation.
Similarly, a change of registered head office requires an assessment of whether it affects enterprise registration particulars alone or also has implications for the location of an investment project or other legal obligations.
For enterprises with multi-tier ownership structures, particularly where the direct investor is a foreign corporate entity, identifying the ultimate owner or the person exercising ultimate control may also be relevant.
The Law on Enterprises, as amended by Law No. 76/2025/QH15, and Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP, contain more detailed provisions on identifying, declaring and notifying information concerning beneficial owners of enterprises.
However, the duty to declare or update such information must be assessed in the circumstances of each case. A change in the statutory criteria for identifying beneficial owners does not, in itself, mean that every operating enterprise is automatically required to resubmit its declaration immediately.
The purpose of the review is to identify which registered particulars remain accurate, which require updating, and which procedures are legally necessary.
3. Assessing consistency between investment records and actual operations
Where an enterprise or investor is implementing an investment project, the review should consider whether the project’s legal records remain consistent with its actual implementation.
Depending on the project, this may involve examining its investment objectives, scale, implementation location, investment capital, implementation schedule, operating term and other particulars recorded in the investment documentation.
An enterprise may change its registered head office without changing the location of its investment project. Conversely, a change in the location of its actual operations may require an assessment of whether the investment project records must be adjusted.
These situations can give rise to different legal obligations.
Similarly, an increase in an enterprise’s charter capital and an adjustment to a project’s investment capital are not necessarily the same legal matter. The nature of the capital, the purpose of the change and the relevant investment records must be considered in order to identify the appropriate procedure.
Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP regulate the implementation and adjustment of investment projects and related procedures.
It would therefore be inappropriate to conclude, solely from the description of a proposed change, that an enterprise must amend its IRC or undertake a particular investment procedure.
The starting point is to determine whether the change affects any information, conditions or obligations recorded in the project’s investment documentation.
4. Reviewing business lines and market access conditions for foreign investors
For foreign investors, the proposed business lines are among the matters to be examined when establishing or changing investment activities.
Under Article 8 of Law on Investment No. 143/2025/QH15, foreign investors are generally subject to the same market access conditions as domestic investors, except in sectors and business lines included in the list of those subject to market access restrictions for foreign investors.
Depending on the sector, these conditions may concern limits on charter capital ownership, permitted forms of investment, scope of activities, investor qualifications or other requirements under Vietnamese law and applicable international treaties.
In addition, an enterprise must comply with any sector-specific business conditions applicable to conditional business lines.
Accordingly, the inclusion of a business line in enterprise registration records does not, by itself, establish that the enterprise has met every condition required to carry out the relevant business activity.
This is particularly important where an enterprise proposes to add business lines, change its foreign ownership structure or expand into a new sector.
For foreign-invested economic organisations, Article 20 of the 2025 Law on Investment also specifies circumstances in which they must satisfy the conditions and follow the investment procedures applicable to foreign investors.
Identifying the ownership structure, the legal status of the investors and the applicable legal conditions is therefore necessary before determining which investment or enterprise registration procedures apply.
5. Reconciling registered capital with actual capital contributions
Capital is another important aspect of a legal review of an FIE.
A distinction must be drawn between the enterprise’s charter capital, the investment capital of a project, each investor’s committed capital contribution, and the amounts actually contributed or invested.
Based on the available records, the enterprise should examine when capital contribution obligations arose, the applicable contribution schedule, the method of contribution and the documents evidencing performance of those obligations.
Where cross-border transactions are involved, capital contributions, share purchases and other investment activities may also be subject to foreign exchange regulations, investment capital account requirements and applicable payment procedures.
A bank transfer record may establish that funds have been transferred. Whether those funds have been applied properly towards a capital contribution obligation or investment transaction, however, requires examination of the relevant agreements, transaction parties, purpose of payment and supporting documents.
If discrepancies are found between registered capital and actual contributions, their causes, the resulting legal obligations and appropriate remedial action should be assessed.
It should not be assumed that every discrepancy can be resolved simply by amending registration particulars: the legal consequences depend on the nature of the obligation, the relevant timing and the extent to which it has been performed.
6. Reviewing investment activity reporting obligations
In addition to maintaining registration records, investors and economic organisations implementing investment projects must consider the investment activity reporting obligations applicable to them.
Article 47 of Law on Investment No. 143/2025/QH15 governs the reporting regime for investment activities in Vietnam. Article 94 of Decree No. 96/2026/ND-CP provides further rules on the contents and reporting periods applicable to economic organisations implementing investment projects.
Under these provisions, quarterly reports must be submitted before the 10th day of the first month of the quarter following the reporting quarter, and annual reports before 31 March of the year following the reporting year.
Depending on the reporting period, reportable information includes implemented investment capital, revenue, import and export activities, labour, taxes, payments to the State budget and other prescribed indicators.
An enterprise must nevertheless establish who is responsible for reporting, which reports apply, how they are to be submitted and which provisions govern the relevant project. For investment projects not subject to IRC issuance, Article 47(5) of the Law on Investment also requires investors to report to the investment registration authority before implementing the project. This obligation should be distinguished from periodic reporting requirements.
Investment activity reports must also be distinguished from tax returns, financial statements, labour-related reports and other sector-specific reporting requirements.
Maintaining an appropriate compliance calendar can help an enterprise manage these obligations proactively, rather than reviewing its records only in response to a request from a competent authority.
7. When should an FIE undertake a legal review?
Not every FIE requires a comprehensive legal review covering the same matters or conducted to the same depth.
For an enterprise with stable operations, a periodic review may focus on key legal matters and material compliance obligations.
An enterprise should, however, consider reviewing its records before changing its legal representative, registered head office, charter capital, ownership structure, business lines or particulars relating to an investment project.
A review may also be appropriate where an enterprise intends to admit a new investor, undertake a transfer of capital interests or address discrepancies between its registered information and actual operations.
Importantly, a legal review does not necessarily mean that additional administrative procedures must be carried out.
In some cases, the existing records may be legally in order and no adjustment obligation may have arisen. In other cases, documents may need to be supplemented, information updated, a registration procedure completed or a specific legal issue examined further.
The first step is therefore not always to prepare an amendment application, but to determine the enterprise’s actual legal position and identify which actions are genuinely required.
8. What documents should be prepared for an initial legal review?
An enterprise should begin by assembling the principal legal documents it currently holds.
These will commonly include the ERC, current charter, membership or shareholder records, documents concerning the legal representative, and relevant corporate decisions or resolutions.
Where an enterprise or investor is implementing an investment project, the IRC, any applicable investment policy approval and documents evidencing subsequent adjustments or approvals should also be examined.
If the review concerns capital, the enterprise may need to provide capital contribution records, payment evidence and relevant agreements.
Where the review concerns compliance obligations, investment activity reports, sector-specific licences and documents relating to actual operations may also be relevant.
This is an indicative list, not a mandatory document set applicable to every enterprise.
The documents to be reviewed should be determined by reference to the enterprise’s legal position and the particular purpose of the engagement.
9. Defining the appropriate scope of review and the legal approach
In the course of an FIE’s operations, an apparently straightforward change may engage several distinct areas of law.
A change of legal representative may trigger enterprise registration requirements and the need to update information with relevant third parties. A change of registered head office may also require the location of an investment project to be considered. Changes in capital or ownership may involve enterprise law, investment law and conditions applicable to foreign investors.
Accordingly, the complexity of a matter should not be judged solely by the name of an administrative procedure or the number of documents to be filed.
An appropriate course of action begins with establishing the current legal position, identifying obligations that have actually arisen and selecting a procedure supported by the applicable law.
For foreign-invested enterprises, managing legal risk involves more than completing mandatory formalities. It requires identifying the correct obligations, at the appropriate time, and determining the proper scope of action.
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LEGAL REFERENCES
1. Law on Investment No. 143/2025/QH15, effective from 1 March 2026, particularly Articles 8, 19, 20, 21, 26, 33 and 47.
2. Decree No. 96/2026/ND-CP dated 31 March 2026, detailing and guiding the implementation of certain provisions of the Law on Investment.
3. Law on Enterprises No. 59/2020/QH14, as amended and supplemented, including by Law No. 76/2025/QH15.
4. Decree No. 168/2025/ND-CP on enterprise registration, as amended and supplemented by Decree No. 296/2026/ND-CP.
5. Applicable provisions of the laws and regulations on foreign exchange, taxation, labour and other relevant sectors, depending on the scope of the review.
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Disclaimer: This article is provided for general legal information only and does not constitute legal advice in relation to any particular matter. The applicable obligations and course of action must be determined by reference to the relevant facts and the laws and regulations in force at the time the matter is addressed.