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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