KEY LAWS AND REGULATIONS

  • GENERAL LAWS
  • PARTICULAR LAWS AND REGULATIONS

General Laws

General Laws which apply:

  • Investment Law no. 61/2020/QH14 adopted by the National Assembly on 17 June 2020;
  • Enterprise Law no. 59/2020/QH14 adopted by the National Assembly on 17 June 2020;
  • Law on Environmental Protection no. 72/2020/QH14 adopted by the National Assembly on 17 November 2020;
  • Construction Law no. 50/2014/QH13 adopted by the National Assembly on 18 June 2014;
  • Land Law no. 45/2013/QH13 adopted by the National Assembly on 29 November 2013;
  • Law on Firefighting and Fire Prevention no. 27/2001/QH10 adopted by the National Assembly on 29 June 2001.

Particular Laws and Regulations

PPP Projects (Public-Private Partnership):

  • Law on Public-Private Partnership (PPP) Investment no. 64/2020/QH14 adopted by the National Assembly on 18 June 2020;
  • Decree 28/2021/ND-CP of the Government dated 26 March 2021;
  • Decree 31/2021/ND-CP of the Government dated 29 March 2021.

Energy Projects:

  • Electricity Law no. 28/2004/QH11 adopted by the National Assembly on 3 December 2004 passed by (as amended by Law no. 24/2012/QH13 dated 20 November 2012, and Law no. 03/2022/QH15 dated 11 January 2022) ("Electricity Law");
  • Prime Minister's Decisions, approving the National Master Plan and FiT for renewable energy projects;
  • Resolution no. 55 of the Politburo dated 11 February 2020, approving the national orientation and policies for the development of the energy industry;
  • MOIT (Ministry of Industry and Trade) regulations on solar, wind, wastes to energy projects, and MOIT regulations on thermo-BOT projects, prices of electricity, industry norms and standards.


INVESTMENT FORMS FOR FOREIGN INVESTORS

  • SETTING UP OWN COMPANY
  • ACCQUIRING EXISTING PROJECTS
  • PPP PROJECTS


Option 1 - Setting up own company

Option 1: Procedures and notable points

  • 100% foreign owned company vs JV company
  • Legal capital: no requirement (except for certain sectors), but initial equity capital must be contributed in full within 90 days from the date of incorporation
  • Government fee: About US$20
  • Timing: About 2-3 months
  • Procedures to set up a company: Check the national/local master plan for a specific industry; obtain Investment Registration Certificate; obtain Enterprise Registration Certificate; obtain other operating permits and licenses.

vs

Option 2 - Acquiring existing projects

Option 2: Procedures and notable points

  • Factors affecting choice of acquisition (asset acquisition vs share acquisition)
  • Tax implications (VAT and capital gains tax)
  • Government fee: N/A
  • Timing: About 4-6 months
  • Procedures to acquire shares

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