Understanding Market Access Requirements For Uncommitted Businesses Under Investment Law 2020

Article 9 of the Investment Law 2020 provides for three kinds of business for foreign investors:

  • market-access-prohibited business lines (ngành, nghề chưa được tiếp cận thị trường in Vietnamese) (Prohibited Businesses);

  • business lines with conditional market access (ngành, nghề tiếp cận thị trường có điều kiện in Vietnamese) (Conditional Businesses); and

  • business lines which are not Conditional Businesses and Prohibited Businesses and are subject to the same market access treatment as domestic investors (Unrestricted Businesses).

However, Decree 31/2021 introduces another category of business lines being "business lines without market access commitment" (ngành, nghề Việt Nam chưa cam kết về tiếp cận thị trường in Vietnamese) (Uncommitted Business). It is unclear what the relationship between the Uncommitted Business and the Conditional Business under the Investment Law 2020 is.

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Written by Nguyen Quang Vu On In ,

Unclear Condition For Offshore Investors To Acquire Equity Originating From Land Use Right Contributions

Under Article 24.2 of the Investment Law 2020, offshore investors who intend to acquire equity in Vietnam-based companies must meet the land regulations on “conditions for receiving land use right” (LUR). However, the land law does not specify any conditions applicable to the offshore investors given that they are not a regulated land user.

Article 28.1(d) of the Land Law 2024 and its guiding provision, Article 9.1 of Decree 102/2024 only permit foreign-invested entities (FIEs), which can be established by offshore investors, to receive a transfer of equity being value of land use right originating from land allocation with land use fee payment or land lease with one-time rental payment to the State. Article 9.1 of Decree 102/2024 suggests that "equity being value of land use right " (vốn đầu tư là giá trị quyền sử dụng đất) (LUR Equity) is the equity in a company's charter capital created by contributing land use rights.

These provisions seem vague and can be interpreted differently, leading to varying conclusions.

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Written by Nguyen Quang Vu On In ,

Vietnamese Government’s Decree on Self-Consumption Rooftop Solar Power: A few comments (Part 2)

In light of our earlier analysis of Decree 135/2024, we have further observations regarding the Decree's lack of clarity. This post is written by Le Thanh Nhat.

Firstly, the Decree lacks a clear definition of “self-generation and self-consumption rooftop solar power” (Self-Consumption RSP). This is crucial as only surplus power from Self-Consumption RSP systems may be sold to EVN, Vietnam's national electricity provider. Unfortunately, Decree 135/2024 only offers the rather ambiguous definitions for “self-generation and self-consumption power” and “rooftop solar power” (which are arguably the two ‘components’ of Self-Consumption RSP) separately, without clarifying their integration.

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Written by Nguyen Quang Vu On In

Key Highlights Of Vietnam New Data Law

A new Data Law, passed in late November 2024 and set to take effect on 1 July 2025, focuses primarily on establishing a national general database and data centre for state use. However, it also introduces rules on digital data (data in the rest of this article) that concerns the private sector, such as, data products and services. The Government is also drafting three draft decrees detailing key issues under the Data Law, including Data-Related Products & Services Draft Decree, Core & Important Data Draft Decree and a Master Draft Decree.

This blog will discuss several key points under the Data Law and related draft decrees. This post is written by Ha Thanh Phuc and Trinh Phuong Thao.

1)          The police will review and supervise your data activities

The Ministry of Public Security (MPS) again is authorized to regulate all activities relating to data except for data under the Ministry of Defence. Accordingly, it seems that Vietnam considers data as security issue and violation of data activities could result in significant liabilities. This could raise significant compliance costs for businesses and companies in Vietnam if they want to be fully comply with unclear rules (see discussion below).

1)          Conditional Business Lines

Amendments to the Investment Law 2020 in late 2024 now require businesses involved in (i) data intermediary products and services, (ii) data analysis and synthesis, or (iii) data platform services to meet certain conditions. The Data Law suggests that:

a. data platform services may be restricted to state enterprises and public providers, potentially excluding private companies; and

b. only providers of data analysis and synthesis services that potentially harm national defence, national security, social order, safety, social ethics, or public health, which have been detailed under the Data-Related Products & Services Draft Decree, will be subject to these conditions.

Under the Data-Related Products & Services Draft Decree, businesses in these sectors are subject to strict requirements. Notably, all such businesses must maintain an escrow of at least 5 billion VND at a Vietnamese commercial bank to cover compensation and expenses in the event their licenses are revoked.

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Written by Nguyen Quang Vu On In ,