1. Foreign cooperation and investment in education

The Government issued Decree 124/2024/ND-CP (“Decree 124”) dated 5 October 2024 to amend existing Decree 86/2018/ND-CP dated 6 June 2018 on foreign cooperation and investment in education (“Decree 86”). Decree 124 will take effect from 20 November 2024. Some key changes of Decree 124 are highlighted below.

Foreign-invested education institutions

Decree 124 expands the types of foreign-invested education institution to also include branch campuses in Vietnam of foreign universities, besides short-term training institutions, pre-schools, general education institutions (including primary schools, middle schools, high schools and multi-level education schools), universities, and campuses of foreign-invested universities.

From the effective date of Decree 124 (i.e. 20 November 2024), foreign universities can apply for establishment of their branch campus(es) in Vietnam when they meet the conditions set out in Decree 124, which include, among others (i) such foreign universities must be in the top 500 prestigious universities in the world during the last three (03) years, and (ii) the minimum investment capital (not including land-use costs) is VND500 billion (approx. USD20 million).

Similar to foreign invested pre-schools, general education institutions and universities, the procedures for establishment of foreign university branch campuses in Vietnam include the following steps: (i) applying for an investment registration certificate (IRC), (ii) applying for an establishment decision, then (iii) applying for a decision permitting education operation. The foreign university will need to obtain approval from the Prime Minister for the establishment of its campus(es) in Vietnam and also obtain permission from the Minister of Education and Training in order to put such campus(es) into operation.

To comply with the Higher Education Law and the Planning Law, Decree 124 provides that the issuance of IRCs for foreign invested universities, campuses of foreign-invested universities and foreign university branch campuses in Vietnam must accord with the nation-wide planning for network of universities and pedagogical establishments. Meanwhile, the issuance of IRCs for pre-schools and general education institutions must accord with the provincial planning.

There are specific conditions for foreign educational programs to be used in Vietnam (i.e. in both foreign-invested education institutions and also domestic education institutions), one of which is that the program must be recognised or accredited by the competent education authority or education organisation of the foreign country. Vietnamese students studying foreign education programs must study the compulsory contents and subjects that are provided by the Ministry of Education and Training.

Decree 124 also amends certain conditions on investment capital, facilities, teachers etc. applicable to different types of foreign-invested education institutions (e.g. the land area for construction of a foreign-invested university must not be lower than that applicable to a university invested by domestic investors only).

Expanded scope of joint education and joint training

Previously, Decree 86 only permits foreign educational institutions to cooperate with Vietnamese private pre-schools and general education institutions to conduct integrated education programs. However, Decree 124 now expands this by also allowing “foreign educational organisations” (defined as organisations providing educational programs established abroad) to participate in this field. For this, the foreign education institution must be operating in a foreign country for at least five (05) years and has not committed any breach of the laws of its home jurisdiction.

Another notable change introduced by Decree 124 is that subject to permission obtained from the competent authority, Vietnamese education institutions can now provide joint training at both at the headquarter and its campuses, but not just at the headquarters as stipulated in Decree 86.

Transitional provisions

Foreign-invested education institutions for which the investment license has been obtained before 20 November 2024 (i.e. the effective date of Decree 124) and they have also been operating since then, then even if such institutions have not obtained the establishment decision and the permission for conducting education operation yet, such institutions just need to submit a dossier to the competent authority to obtain such decisions prior to 20 November 2025 if they have already satisfied all the licensing conditions specified in Decree 86 and Decree 124. On the other hand, if such institutions do not satisfy the licensing conditions specified in Decree 86 and Decree 124, they must carry out both the relevant procedures stipulated under the Investment Law and also those stipulated under Decree 86 and Decree 124 to obtain the necessary permissions for operation. Failure to obtain the necessary permissions within the respective timeline stipulated under Decree 124 may result in the suspension of enrolment or even termination of operation to the relevant foreign-invested education institution.

2. Domestic education institutions

The Government issued Decree 125/2024/ND-CP (“Decree 125”) dated 5 October 2024 providing for conditions for investment and operation in the education sector. Decree 125 takes effect from 20 November 2024 and replaces Decree 46/2017/ND-CP dated 21 April 2017 (as amended).

It should be noted that Decree 125 only governs the conditions and procedures for establishment and issuance of the establishment decision of domestic education institutions, while conditions for investment and operation of foreign-invested education institutions are stipulated under Decree 86/2018/ND-CP dated 6 June 2018 (as amended). The domestic education institutions governed by Decree 125 include: (i) preschool educational institutions; (ii) independent nursery groups, independent kindergarten classes, independent preschool classes; (iii) general education institutions; (iv) continuing education institutions; (v) centers for inclusive education development support; (vi) specialised schools; (vii) colleges offering vocational education activities for group of teachers training disciplines; (viii) higher education institutions; (ix) educational quality accreditation organisations; (x) overseas study consultancy businesses; and (xi) other organisations engaged in educational activities.

Under Decree 125, domestic investors are required to satisfy specific conditions for establishment of a pre-school, a general education institution, a university or a university campus. For example, to establish a university, the following conditions must be satisfied:

• Having a project for establishing the university consistent with the planning for network of universities and pedagogical establishments at nationwide level;
• Obtaining a written consent to the establishment of the university from the provincial People’s Committee where the university will be headquartered;
• Having a land area of at least 5 hectares for construction of the university’s headquarter; and
• Having a minimum investment capital (not including land-use expenses) of VND1,000 billion, of which at least VND500 billion must be fully paid by the time of the application for establishment of such university is submitted for appraisal.

After being issued with the establishment decision, domestic education institutions are required to follow the relevant operating conditions and procedures stipulated under Decree 125 (including but not limited to those applicable to facilities, qualification of teachers, and financial sources) to obtain the permission for conducting education operation from the competent authority.

3. Competitive electricity wholesale market

The Ministry of Industry and Trade issued Circular 21/2024/TT-BCT (“Circular 21”) dated 10 October 2024 to regulate the operation of competitive electricity wholesale market. Circular 21 will take effect from 25 November 2024 and replace Circular 45/2018/TT-BCT dated 15 November 2018 (as amended, “Circular 45”).

In general, Circular 21 details (i) the registration procedures for participating in the competitive electricity wholesale market (referred as electricity market), (ii) elaboration of operational plans, offering price, scheduling mobilised units, electricity metering, (iii) calculation of the market price and payment, (iv) disclosure of information, (v) supervision of the electricity market, and (vi) responsibilities for entities participating the electricity market.

Notably, Circular 21 divides power plants into separate lists, which include (i) power plants obligated to register and directly participate in the electricity market; (ii) power plants may opt to register and participate in the electricity market; and (iii) power plants indirectly participate in the electricity market.

• Power plants obligated to register and directly participate in the electricity market

Besides power plants having electricity generation license with installed capacity higher than 30MW connected to the national electricity grid as prescribed under Circular 45, Circular 21 expands the power plants that are obligated to register and directly participate in the electricity market, including (i) hydro power plants with capacity of 10MW or more upon the expiry of the power purchase agreement (PPA) applying avoidable cost tariff; (ii) renewable energy power plants with capacity of 10MW or more upon expiry of the PPA according the encouragement regimes, (iii) BOT power plants which have been transferred to the Government upon termination of the BOT contract, and (iv) renewable energy power plants under Decree 80/2024/ND-CP on direct power purchase mechanism between renewable energy generation units and large electricity customers through the national power grid.

• Power plants may opt to participate in the electricity market

Under Circular 21, power plants located in industrial zones and only sells part of its electricity output to the national grid may opt to participate in the electricity market. Other power plants already existing in this list include (i) power plants with an installed capacity of up to 30 MW connected to the grid at a voltage level of 110 kV or higher (except for cases falling into the scope of power plants indirectly participate in the electricity market), and (ii) renewable energy power plants other than hydropower with an installed capacity of 10 MW or more.

• Power plants indirectly participate in the electricity market

Circular 21 also supplements and elaborates the list outlined in Circular 45 in which the power plants listed there are required to participate indirectly in the electricity market, these include, among others, (i) BOT power plants with effective contracts; (ii) power plants using renewable energy other than hydroelectric (except for power plants eligible to opt to directly participate in the electricity market); (iii) thermal power plants required to use maximum natural gas resources to ensure national benefits as required by the authorities; (iv) power plants located in industrial zones and only sells part or none of their electricity output to the national grid; and (v) power plants providing auxiliary services required to generate and start quickly according to the annually published list.

Under Circular 21, the National Power System and Market Operation Company (NSMO) is the operator of electricity system and electricity market. Circular 21 gives responsibilities to NSMO to manage and operate the electricity market, including responsibilities to, among others, (i) elaborate plans for operating electricity market, (ii) collect and manage metering data, (iii) calculate electricity outputs of power plants in transaction cycles serving payment in the market, and (iv) develop and upgrade the market information technology system and software for the electricity market.

In addition, the processes for (i) elaborating plans for operating electricity market, (ii) scheduling mobilised units and operating in real times, (iii) calculating payments in the electricity market, (iv) verifying payment data amongst NSMO, electricity generating entities, and electricity buyers, and (v) management and operation of information technology system for operating the market, are also annexed to Circular 21.

4. Promotion activities

On 10 October 2024, the Government issued Decree 128/2024/ND-CP (“Decree 128”) amending existing Decree 81/2018/ND-CP dated 22 May 2018 on commercial promotion activities (“Decree 81”). Decree 128 will take effect from 1 December 2024.

Value of promotional goods or services

While Decree 81 and Decree 128 both require the value of promotional goods or services to not exceed 50% of the selling price of the promoted products, Decree 128 has clarified that such value will be determined immediately prior to the start of the promotion period.

Prior notification for promotion

Decree 128 has removed the requirement for making prior notification to the relevant authorities which was specifically required under Decree 81 for the following forms of promotions: (i) giving free sample goods or free sample services to customers for trial use, (ii) giving goods as gift or providing free services to customers, (iii) price reduction, and (iv) selling goods or providing services together with goods purchase or service use coupons.

Accordingly, with new regulations under Decree 128, such notification obligation is only required for promotions in the forms of (i) selling goods or providing services together with contest forms to customers for selecting prize winners according to announced rules and prizes, and (ii) holding programs for regular customers (with some limited exceptions).

Announcement of promotion results

Decree 128 also requires traders holding lucky draw promotions to pay 50% of the value of the announced prize into the state budget where there were no winners within 45 days (instead of 15 business days as provided in Decree 81) of receiving the competent State agency’s decision on collection of such 50% of the value of the announced prize. It removes the requirement for traders to provide the report on such payment to the competent State agency.

5. Equitisation of public non-business entities

On 25 October 2024, the Prime Minister issued Decision 17/2024/QD-TTg (“Decision 17”) to amend existing Decision 26/2021/QD-TTg dated 12 August 2024 (“Decision 26”) listing sectors with public non-business entities to be converted into joint stock companies. Decision 17 will take effect from 10 December 2024.

In addition to the sector of  exploitation, production and supply of clean water as already stipulated in Decision 26, Decision 17 introduces three additional sectors in which public non-business entities operating thereof can be converted into joint stock companies where the State holds more than 50% of charter capital, including (a) technical inspections of labour safety, (b) construction quality inspections, and (c) technical inspections of road motor vehicles and inland watercraft (excluding registration of seagoing ships and marine works).