Welcome to the latest edition of our regular legal update from the A&P Vietnam office.
This week, we highlight the announcement of investment registration procedures, new rules for company registration, and implementing guidance for the Securities Law.
To learn more about one of these changes, just contact our office for more information.
Investment Registration Procedures Announced
New regulations on investment registration came into force last month, after the Ministry of Planning and Investment (“MPI”) published Official Letter No. 8909/BKHDT-PC (“Letter 8909”).
Issued on 1 January 2021, this official letter provides guidance on the implementation of the Law on Investment. In particular, it outlines the procedures and supporting documents required for new investment registrations. The letter applies to procedures such as company establishment and capital contribution and share purchase of existing Vietnamese companies.
Letter 8909 introduces some changes compared to the old regulations. First, the dossiers required for Mergers & Acquisition (“M&A”) approval now need to contain more information, including details of the enterprise and its founding shareholders. It also needs to include details in writing on the proposed capital contribution between the foreign investor and the enterprise.
Meanwhile, Letter 8909 also provides advice on how dossiers submitted before the new regulations came into force on 1 January 2021 should be handled.
New Rules for the Registration of Companies
Following the implementation of the Law on Enterprise on 1 January 2021, the government has now issued Decree No. 01/2021/ND-CP (“Decree 01”) to guide the registration of companies.
Effective since 4 January, Decree 01 contains guidance on the different procedures related to the registration of an enterprise. On top of this, it also regulates the steps required for the suspension of business operations and the withdrawal of an enterprise registration certificate, as well as changes to business information.
Meanwhile, businesses can also now settle fees and charges through the National Enterprise Registration Portal.
New Implementing Guidance for the Securities Law
In the last edition of our Vietnam update, we covered the new Law on Securities which entered into force earlier this month and discussed its impact on companies in Vietnam. The government has now issued new regulations to guide the implementation of this important new law: Decree No. 155/2020/ND-CP (“Decree 155”).
Decree 155 retains most of the content of previous regulations – in particular, Decree No. 58/2012/ND-CP, Decree No. 60/2015/ND-CP, and Circular No. 162/2015/TT-BTC – with two notable changes. First, it provides guidance for the public offering of shares when a limited liability company (“LLC”) is converting to a joint-stock company (“JSC”). Second, it also provides guidance for shares sold for below par value in the form of a public or private offering.
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