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New changes in enterprise laws and M&A transactions in Vietnam

The National Assembly in Vietnam passed the Law on Enterprises and the Law on Investment and both of these Laws take effect on January 1, 2021. Therefore, it makes doing business in Vietnam become more difficult than before.

The new Law on Enterprises 2020 will help complete the legal framework on company establishment and corporate governance.

(i) Simplifying the administrative procedures

With the aims of minimizing enterprises regarding costs and time, LoE 2020 has reduced the paperwork  for establishing an company, changing company information as well as re-organization. It also encourages enterprises to use electronic systems for more convenient experience when doing these administrative procedures. There are also new regulations that allows the company establishment information to link with other authorities (i.e. Tax Department, Department of Labor, War Invalids and Social Affairs, Social Insurance) for minimizing the declaration of enterprises to them.


1. Establish representative offices or branches of foreign companies in Vietnam

2. How to apply for the Enterprise Registration Certificate in Vietnam

(ii) Enhancing the corporate governance

The LoE supplements lots of regulations regarding corporate governance, including:

  • Additionally providing the subjects not allowed to establish enterprises;
  • Amending the regulations in handling the contribution capital in limited company in some special cases;
  • For joint stock company: amending the rights of minority shareholders; adding more rights to the shareholders as well as the obligations of manager of joint stock company; and
  • Allowing the sole proprietorship to convert into limited company, joint stock company and partnership.

From the above changes in Law on Investment 2020, Law on Enterprise 2020, Vietnamese Government shows their effort to enhance investment in Vietnam. This will make a competitive environment for both domestic and foreign investors to engage in investment in Vietnam.

Therefore, the investors should take the above-mentioned changes into consideration before making a decision for investment. We will keep you posted on the latest guidance on investment of these new laws. As a legal consultant, always accompanying investors in business activities in Vietnam, over the past year, Apolo Lawyers has continuously advised and supported foreign investors on the plan as well.

Apolo Lawyers also has many forms of consulting for clients including: direct law advice at the office, email counseling, telephone consultation and many other forms to create the best favorable conditions for clients. For customers who cannot directly meet the lawyers, you can choose to consult via Email, or WhatsApp. Our company will offer the most effective solutions for customers, consulting in writing to ensure high accuracy, with legal basis. With the enthusiastic support from the company, the customer will spend not only a lot of time but also travel expenses.

For further information, contact us:

Apolo Lawyers - Solicitors & Litigators

Address: 10th Floor, PaxSky Building, No. 51 Nguyen Cu Trinh Street, District 1, Ho Chi Minh City

Binh Thanh Branch      

Address: 9th/F, Tower K&M Building, 33 Ung Van Khiem St., Binh Thanh Dist., HCM City


Tel: (028) 66.701.709 / (028) 35.059.349

Mobile 1/ Whatsapp 1: 0939.486.086 / Mobile 2/ Whatsapp 2: 0908.043.086





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