Tiếng việt
EnglishSpecialized team:
A team of lawyers and legal consultants with many years of experience in foreign investment in Vietnam.
ABOUT HT LAW & PARTNERS' INVESTMENT ADVISORY SERVICES
Entering the Vietnamese market requires foreign investors to clearly understand domestic laws and international commitments. HT Law & Partners provides comprehensive advisory solutions, supporting investors in safely and effectively establishing and adjusting FDI companies.
Why do investors trust HT Law & Partners?
Comprehensive support:
From advising on the investment structure, preparing the proposal and drafting the dossier to acting as an authorized representative in dealings with competent authorities.
Resource optimization:
Helping investors shorten dossier preparation time and minimize arising risks.
Service commitment:
Always placing client satisfaction and success at the forefront of our operating criteria.
TWO COMMON FORMS OF INVESTMENT BY FDI ENTERPRISES IN VIETNAM
DIRECT
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1. Establishing a new economic organization
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100% foreign-owned model:
The investor owns all charter capital and has full authority to manage the enterprise.
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Joint venture model:
The foreign investor contributes capital together with a Vietnamese enterprise to establish a new company (a limited liability company or a joint-stock company).
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100% foreign-owned model:
INDIRECT
- Foreign investors inject capital into existing Vietnamese enterprises (M&A).
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Feature:
Shortens market entry time and leverages the existing operating system and customer base of the Vietnamese enterprise.
ADVANTAGES AND LIMITATIONS OF THE TWO FORMS OF INVESTMENT
DIRECT
Description
Foreign direct investment (FDI - Foreign Direct Investment) is a form in which a foreign investor contributes capital in money or tangible/intangible assets to establish a business establishment and directly participates in managing and operating a project in the investment-receiving country.
Advantages
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High degree of control:
Directly participate in management, formulate business strategies, and supervise the use of capital.
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Cost optimization:
Take advantage of inexpensive labor, natural resources, preferential land rents, or tax exemption and reduction policies of the host country.
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Market expansion:
Directly access new consumer markets, reduce transportation and warehousing costs, and avoid trade barriers (such as import duties).
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Leveraging the supply chain:
More easily control product quality and better protect intellectual property rights and technological know-how than Saving setup time and costs: No time is spent on procedures to establish a new enterprise, apply for an initial investment license, build a factory, or recruit its workforce from scratch.
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Leveraging existing resources:
Immediately inherit the enterprise's existing brand, market, customers, distribution system, and workforce.
Limitations
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High initial costs:
A large amount of initial investment capital is required to build a factory, purchase machinery, and establish an operating system.
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Legal and political risks:
Face policy changes, complex administrative procedures, language and cultural differences, and risks from political instability in the host country.
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Low flexibility:
Withdrawing capital or liquidating assets when the market deteriorates is slower and more complex than with indirect investment (such as securities investment).
INDIRECT
Description
Foreign indirect investment (FII - Foreign Portfolio Investment) is a form in which an investor purchases financial assets (shares, bonds, fund certificates, etc.) in another country to earn profits from dividends, interest, or price differences without participating in the management and operation of the enterprise, or invests by purchasing shares, contributing capital, or purchasing capital contributions in an operating economic organization.
Advantages
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Flexibility in the level of participation:
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Purchase of controlling shares/capital contributions (>50%):
Directly hold decision-making authority over business activities.
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Purchase of a small interest (indirect/minority investment):
Receive dividends and benefit from price differences without expending effort on daily management.
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Purchase of controlling shares/capital contributions (>50%):
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Relatively simple legal procedures:
Compared with establishing a new investment project (which requires project, land, and environmental appraisal), procedures for changing members/shareholders take place more quickly.
Limitations
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Hidden legal and financial risks:
Risks can easily arise if the target enterprise has undisclosed debts, contractual disputes, tax violations, or prior legal obligations.
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Governance and cultural disagreements:
When purchasing a capital contribution without obtaining absolute control, the investor may easily come into conflict with former founding shareholders/members over development strategy and corporate culture.
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Due Diligence costs:
Significant expenditure on legal and financial advice is required to review all of the company's books and business records before purchas
LEGAL DOCUMENTS TO PREPARE:
DIRECT – ESTABLISHING A PROJECT
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Investor legal documents:
- Individual investor: Copy of Citizen Identity Card/Passport.
- Institutional investor: Copy of Enterprise Registration Certificate (consular legalized).
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Documents proving the investor's financial capacity:
- Audited financial statements for the most recent 02 years; or
- Financial support commitment from the parent company/financial institution; or
- Confirmation of a bank account balance equivalent to the contributed capital.
- Documents concerning the project location: Factory/office lease agreement and the lessor's Land Use Rights Certificate.
- Technology explanation (if the project is subject to technology transfer control).
INDIRECT – PURCHASING CAPITAL CONTRIBUTIONS, CONTRIBUTING CAPITAL
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Investor legal documents:
- Individual investor: Copy of Citizen Identity Card/Passport.
- Institutional investor: Copy of Enterprise Registration Certificate (consular legalized).
Legal advisory services at HT Law & Partners:
Pre-investment advisory:
- Advising on the foreign ownership ratio (foreign ownership room) under WTO commitments and Vietnamese law.
- Appraising the conditions applicable to conditional business lines for foreign investors.
- Advising on enterprise models (single-member limited liability company, multi-member limited liability company with two or more members, and joint-stock company) and governance structures.
- Advising on forms of investment.
Service fee: Here
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