1. Amending Laws concerning investment, bidding and planning

On 27 November 2024, the National Assembly adopted the Law No. 57/2024/QH15 (“Law 57/2024”) amending the Planning Law, the Law on Investment, Law on Investment in the form of public-private partnership (PPP Law), and the Law on Bidding.

The Law 57/2024 takes effect from 15 January 2025, except certain provisions which will be effective from 1 July 2025. Set out below are some notable changes of the Law 57/2024.

1. Amendments of the Law on Investment

The Law 57/2024 adds national treasure trading, and heritage and antique export trading to the sectors in which the business investment is prohibited. It also amends conditional business investment sectors by (i) removing electrical consultancy services, and fire prevention and firefighting services from the Conditional Sector List, (ii) adding some new sectors to the Conditional Sector List (such as unmanned aircraft trading, data intermediary products and services, etc.), and (iii) changing names of some sectors.

The Law 57/2024 amends the authority to approve in principle for port and wharf investment projects, investment projects located in protected areas of national relics or special national relics, and industrial zone projects and export processing zone projects (for example, it delegates authority to the provincial People’s Committee to approve industrial zone projects and export processing zone projects).

The Law 57/2024 introduces special investment procedures which apply to investment projects located in industrial zones, export processing zones, high-tech zones, concentrated information technology zones, free trade zones, and functional zones of economic zones (except projects stipulated in Article 30 of the Law on Investment) in the following areas: (a) creative renovation centres, research and development centres (R&D); industry of semiconductor integrated circuit, technology for the design and manufacture of components, integrated circuits (IC), flexible electronics (PE), chip and semi-conductor materials; and (b) high-tech prioritised for investment development, high-tech products encouraged for development in accordance with the Prime Minister’s decision. Investors have the right to follow special investment procedures to obtain an Investment Registration Certificate (IRC). The time limit for the licensing authority to assess and issue an IRC is 15 days after receipt of a complete application dossier. The Law 57/2024 also reduces the time for administrative procedures by not requiring investors to carry out the procedures for obtaining investment policy approval, technology appraisal and approval, or permit in the three areas of construction, environmental protection, and fire prevention and fighting for projects applying this special procedure. Further details on special investment procedures will be regulated by the Government.

2. Amendments of the PPP Law

The Law 57/2024 provides that investment in PPP form is eligible for projects in public investment for the purposes of investment and construction of infrastructure facilities and systems, or provision of public products and services, except for (i) projects that fall within State monopoly and (ii) national defence, security and social order and safety projects under public investment laws. The types of PPP contracts are supplemented to include build-transfer (BT) contract.

The PPP Law limits the state capital contribution for construction of the project’s infrastructure facility and system; and payment of the land clearance and compensation costs (including costs for building auxiliary works) to no more than 50% of the total investment capital of the project. The Law 57/2024 increases such limit to no more than 70% of the total investment capital if the project satisfies one or more of the following conditions: (i) the land clearance and compensation costs of the project exceed 50% of the total investment capital; (ii) the project located in the area with difficult socio-economic conditions or specially difficult socio-economic conditions that needs the higher state capital contribution to ensure its financial feasibility; (iii) the project required to receive the transfer of high-technologies, modern technologies from private investors that needs the higher state capital contribution to ensure its financial feasibility.

Regarding sharing revenue, the Law 57/2024 additionally requires that expenses for dealing with the mechanism on sharing revenue decrease must be set out in the project contract.

The Law 57/2024 supplements the provision on revision of project contracts signed prior to 1 January 2021 (i.e. the effective date of the PPP Law), which states that the parties may agree to revise such contracts in accordance with the PPP Law and other relevant laws, except for projects using BT contracts.

3. Amendments of the Law on Bidding and the Planning Law

The Law 57/2024 makes certain amendments to the Law on Bidding which include, inter alia: adding provisions on selection of investors in special cases, supplementing more cases of direct appointment, and improving provisions on pre-bidding.

The Law 57/2024 also amends the Planning Law relating to the system of national plannings, plans on implementation of approved plannings, and adjustment of plannings. The Law 57/2024 introduces the simplified procedure for the adjustment of the national, regional or provincial planning when one of the following grounds apply: (a) The implementation of resolutions of the National Assembly, the National Assembly Standing Committee or the Government on ensuring national defense, security, administrative unit arrangement, and important national projects changes one or several planning contents (b) The planning conflicts with higher-level planning; (c) The planning conflicts with planning at the same level; and (d) The implementation of urgent projects or tasks changes one or several planning contents in accordance with the Government regulations.

2. Amending Laws on finance and budgets

On 29 November 2024, the National Assembly adopted the Law No. 56/2024/QH15 (the “Law 56/2024”) amending the Law on Securities and other Laws concerning finance and budgets.

The Law 56/2024 takes effect from 1 January 2025, except certain provisions which will be effective later. Following are the main amendments relating to the Law on Securities, the Law on Accounting and the Law on Tax Administration.

1. Amendment of the Law on Securities

In order to develop the securities market, protection of lawful rights and interests of investors as well as enhance risk management and supervision capabilities, the Law 56/2024 makes several amendments to the Law on Securities as follows:

Professional investors

Foreign investors (i.e. foreign individuals and institutions) are supplemented to the professional investors. The Law 56/2024 only permits individuals professional investors to purchase, trade and transfer privately placed corporate bonds with credit rating, and for which there is secured assets or a payment guarantee from a credit institution. This restriction shall not apply to institutional professional investors.

It should be noted that provisions on purchase, trading and transfer of privately placed corporate bonds by professional investors will be applicable from 1 January 2026.

Public offering

The Law 56/2024 amends the conditions and dossiers for public offering of securities. Among others, it amends:

• • Article 15.2(d) concerning subsequent public offering of shares for mobilisation of capital for the issuer’s project to provide that the offering to existing shareholders corresponding to their ownership ratio is excluded from the requirement of at least 70% of the total offered shares must be subscribed for;
  • Article 18.1 to add that an application file for registration of an initial public offering must include report on the paid-up charter capital as at the time of offering registration which has been audited by an independent auditing organisation; and
  • Article 18.3 to add that application for registration of public offering of bonds must include a contract between the issuer and the representative of bondholders.

Public companies

Besides the requirements of the charter capital and the ratio of the voting shares held by non-major shareholders stipulated in Article 32.1(a) of the Law on Securities, the Law 56/2024 adds a new condition that a public company must have the equity capital of VND30 billion or more. This condition will be applicable from 1 January 2026.

Regarding the repurchase of the employees’ shares in accordance with the regulations on employee share ownership, the Law 56/2024 does not require a public company to carry out procedures to decrease the charter capital for the shares repurchased by the company.

Further, the Law 56/2024 amends and supplements some provisions on registration of public companies, redemption of shares, and revocation of status as a public company.

Other issues

The Law 56/2024 allows the Vietnam Securities Depository and Clearing Corporation (VSDC) to establish its subsidiary. The clearance and determination of payment obligations of money and securities are conducted via VSDC or its subsidiary.

Organisations and individuals are prohibited from performing the activities of securities market manipulation. The Law 56/2024 specifies what acts fall within the scope of “securities market manipulation”.

2. Amendment of the Law on Accounting

The term “financial statements” is revised to clarify that financial statements must be prepared and expressed in accordance with accounting standards, accounting regime. The Ministry of Finance is assigned to specify objects, scope of application, and roadmap for application of international accounting standards.

The Law 56/2024 allows electronic accounting vouchers to be certified by electronic means in accordance with the law on e-transaction. Besides, it deletes Article 16.1(d) of the Law on Accounting which requires that an accounting voucher must contain name and address of the entity or individual receiving such voucher.

Furthermore, the Law 56/2024 supplements Article 11.1 that except for financial statements, all other accounting documents must only be translated into Vietnamese when requested by a competent authority.

3. Amendment of the Law on Tax Administration

Under the Law on Tax Administration, overseas suppliers conducting e-commercial business or digital platform-based business (“overseas suppliers”) without a permanent establishment in Vietnam must register, declare and pay taxes in Vietnam, the Law 56/2024 amends this by requiring all overseas suppliers to register, declare and pay taxes in Vietnam. The Law 56/2024 also supplements the regulations on tax declaration and payment for households and individuals conducting their business on e-commercial trading floors or digital platforms.

Regarding enforcement of tax administration decisions, enforcement methods of suspending the use of invoices, seizing assets and auctioning the seized assets, collecting money and other assets of the enforced subjects held by another entity, and revoking incorporation certificates/licences are applied in sequence. Nevertheless, tax agencies are allowed to take the method of seizing assets and auctioning the seized assets and the method of collecting money and other assets of the enforced subjects held by another entity in case of having sufficient information and conditions for enforcement.

3. Pharmaceutical business

On 21 November 2024, the National Assembly passed the Law 44/2024/QH15 (the “Amended LOP”) amending the Law on Pharmacy 2016. The Amended LOP will take effect from 1 July 2025, except certain provisions. Below are some key points of the Amended LOP.

Online trading

The Amended LOP allows online sale and purchase of medicines and medicinal materials through e-commerce trading floors, sales e-commerce applications, and sales e-commerce websites having online ordering functions. However, the Amended LOP prohibits (i) the online retail of prescription medicines (with exception of medical isolation because of group A-infectious diseases), medicines under special control, and medicines on the list of medicines restricted from retail; and (ii) the online wholesale of medicines under special control. Business pharmaceutical establishments must notify the competent authority of their online business according to the Ministry of Health’s regulations.

Rights and responsibilities of FIEs

The Amended LOP now includes provisions regarding the rights and responsibilities of pharmaceutical business establishments with foreign invested capital (or FIEs). It gives specific rights to manufacturing FIEs and importing FIEs. For example, importing FIEs are permitted to wholesale and transport medicines/materials that they imported or ordered to be processed in Vietnam to local wholesalers.

FIEs (except for manufacturing FIEs or importing FIEs) are not allowed to retail medicines, and wholesale medicines and materials.

In addition, manufacturing FIEs, importing FIEs, FIEs providing testing services, FIEs providing clinical trial services and FIEs providing bioequivalent trial services shall not be entitled to conduct activities directly related to distribution of medicines/materials which include: (a) selling, delivering or transporting medicines/materials (except for manufacturing FIEs and importing FIEs); (b) preserving medicines/materials manufactured or imported by other companies; (c) receiving purchase orders, payment of medicines/materials from medical establishments, retailers, organisations/individuals which are not wholesalers (except for manufacturing FIEs); (d) fixing prices of medicines/materials distributed by other companies (with some exceptions); (dd) deciding the distribution strategy or business policy of medicines/materials distributed by other companies; (e) making medicine/material supply plans for medical establishments in Vietnam; (g) providing financial support to medicine purchasers to manipulate the distribution of imported medicines/materials.

Others

The Amended LOP simplifies the procedures for registration, extension and renewal of a marketing authorisation certificate of medicines/materials; and reduces the time limit for issuance, extension or renewal of the marketing authorisation certificate in certain circumstances. It also amends the regulations on publication of medicine information, advertisement of medicines, and measures to manage medicine prices.

4. Decree implementing the Law on Telecoms

On 24 December 2024, the Government issued Decree 163/2024/ND-CP (“Decree 163”) implementing the Law on Telecoms. Decree 163 took effect from 24 December 2024 (except some provisions), and repealed Decree 25/2011/ND-CP dated 6 April 2011, as amended (the “old regulations”). Some key provisions of Decree 163 are summarised below.

Telecom services

In addition to basic telecom services and value-added telecom services provided under the old regulations, Decree 163 classifies (i) transmission services for radio and television, transmission services for machine-to-machine connections, virtual private network services, leasing the whole or part of a telecom network as basic telecom services; and (ii) data centre services, cloud computing services, and basic telecom services on the Internet (OTT telecom services) as value-added telecom services.

Ownership limitation in telecom service business

Under Decree 163, if an organisation or individual owns more than 20% of the charter capital or voting shares of a telecom enterprise, it is not permitted to own more than 20% of the charter capital or voting shares of another telecom enterprise conducting business in the same telecom service market on the list of telecom services to which the ownership requirement is applied. The said list will be issued by the Ministry of Information and Communications (MIC).

Licence, registration and notification requirements

Decree 163 provides more detailed guidance on the conditions and procedures for obtaining telecom service business licences. To obtain a licence, an application dossier must be submitted to the Vietnam Telecommunications Authority (VNTA) under the MIC. The MIC may grant a telecom service business licence or explain the reasons for its refusal of the application dossier.

Decree 163 identifies the types of telecom services that are subject to registration or notification requirement. Accordingly, enterprises that wish to provide data centre services are required to register and obtain a certificate of registration for provision of telecom services from the VNTA, and to satisfy all conditions thereof.

Prior-notification is required in the following cases: (a) enterprises provide OTT telecom services, cloud computing services, e-mail services, voice mail services and/or value-added facsimile services; (b) foreign organisations provide OTT telecom services, data centre services and/or cloud computing services across borders to users in Vietnam. A notification on the Form No. 27 attached to Decree 163 and supporting document must be submitted to the VNTA.

For enterprises that provide both data centre services and cloud computing services, Decree 163 does not require such enterprises to conduct notification procedures, instead they are required to include information about cloud computing services in their application for registration of telecom services under Form No. 25 attached to Decree 163.

Cross-border provision of telecom services

Except as otherwise provided in international treaties to which Vietnam is a party, the cross-border provision of telecom services (excluding data centre services, cloud computing services and OTT telecom services) to users into Vietnam must be carried out via a commercial agreement with a Vietnamese telecom enterprise that has been granted a telecom service business licence, including international communication services. In case of providing satellite-based services, Vietnamese telecom enterprises entering into commercial agreements with foreign organisations must comply with further requirements set out in Decree 163.

Decree 163 also prescribes the rights and obligations of foreign organisations that provide OTT telecom services, data centre services and/or cloud computing services across border to users in Vietnam.

5. Car transport business

On 18 December 2024, the Government issued Decree 158/2024/ND-CP (“Decree 158”) regulating road transport activities. Decree 158 takes effect from 1 January 2025 and replaces Decree 10/2020/ND-CP dated 17 January 2020 (as amended) and Decree 119/2021/ND-CP dated 24 November 2021. Below are some key issues of Decree 158 relating to car transport business.

Decree 158 governs car transport business and business conditions for passenger transport (inclusive of transport on a fixed route, transport by bus, transport by taxi, transport under a contract) and goods transport. Each activity being conducted by business entities shall comply with compulsory conditions set out in this Decree including but not limited to vehicles, qualified employment and transport safety. In order to conduct car transport business, business entities must obtain a Business Licence issued by the provincial Department of Transport.

Regarding electronic transport contracts, it is required that the contract must include the minimum information prescribed in Article 17.2 of Decree 158. Such information and the trip’s invoice must be sent to the contract connection account of the passenger or hirer, and the relevant tax agency.

Decree 158 reiterates the requirements for application software for transport connection providers (software providers) of Decree 10/2020/ND-CP such as application software for transport connection may only be provided to licensed transport business entities; the history of all transactions performed on such software must be archived for at least 02 years. Decree 158 continues to provide that if a software provider conducts at least one of the main states of transport operation (operating vehicles directly, driving or deciding transport fares) to transport goods or passengers on roads for profit purpose, such provider must comply with the provisions on car transport business and business conditions stipulated in Decree 158, laws on e-transactions and other relevant laws.