Lexsol Law Firm

Improper capital contribution and non-compliant capital transfer structures are common legal risks in foreign-invested enterprises in Vietnam, particularly in nominee arrangements. In many cases, investors proceed with capital transfers without actual payment or fail to use a Direct Investment Capital Account (DICA), while still updating the Enterprise Registration Certificate (ERC) to reflect new ownership. As Vietnam continues to strengthen its foreign exchange control regime and enforce greater transparency over investment capital flows, such practices may lead to regulatory violations, misrepresentation risks, and serious operational consequences, including restrictions on profit remittance, capital increases, and future transactions. This article provides a legal analysis of the applicable regulations, highlights key risks, and outlines practical solutions to help FDI enterprises identify and address these issues effectively.

One of the notable changes introduced by the Law on Investment 2025 (effective from 1 March 2026) and Decree No. 96/2026/NĐ-CP, which provides detailed guidance for the implementation of certain provisions of the Law on Investment 2025 (effective from 31 March 2026), is that foreign investors are now allowed to choose to establish a company before obtaining an Investment Registration Certificate (IRC). This new regulation is expected to enable investors to enter the Vietnamese market more quickly and enhance flexibility in implementing their business plans. However, in practice, this change should not be viewed merely as an “advantage”, as it may also give rise to significant legal risks if investors fail to properly assess the investment landscape and the specific nature of their projects. In this article, Lexsol provides a comprehensive analysis of the new regulation, compares it with the traditional investment process, and offers practical recommendations for foreign investors.

During the operation of foreign-invested enterprises (FDI) in Vietnam, a common question often arises: when conducting import or export activities, do companies need to register HS codes in their Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC)? In practice, many companies encounter difficulties related to this issue, especially those established many years ago when the legal regulations on import, export, and distribution rights were managed differently from the current framework. In a recent case we advised on, an FDI company obtained its Investment Registration Certificate more than 18 years ago. In the old investment license, the licensing authority specifically listed the HS codes of goods that the company was allowed to import. However, when the company later imported several new products, it did not review the HS code list stated in the license. As a result, the shipment was temporarily held by the customs authority because the HS codes of the imported goods were not included in the list recorded in the investment license. This situation raises an important question: is it still necessary to register HS codes in the investment license today?

In investment and business activities in Vietnam, the individuals whose names appear in corporate records are not always the ones who ultimately control or benefit from the enterprise. In practice, many investment structures involve nominee arrangements, where a person holds shares or acts as the legal representative on behalf of the actual investor. However, with the global trend toward greater transparency in corporate governance and anti-money laundering (AML) compliance, the concept of the “Beneficial Owner” (BO) has become increasingly significant under Vietnamese law. Identifying the individual who ultimately owns or controls a company is no longer merely a matter of internal governance; it may also give rise to legal responsibilities and financial obligations for that individual. This article analyzes the concept of beneficial ownership, the legal risks associated with nominee arrangements in Vietnam, and recent regulatory trends that investors should take into consideration.

In the current context of deep international integration, the need to use legal documents between countries is increasingly growing, particularly in sectors such as investment and trade. To ensure the legal validity of these documents when crossing borders, a mandatory administrative procedure known as "consular legalization" or "consular certification" must be performed. This process plays a crucial role in ensuring the legal validity and usability of administrative documents in international relations.

According to data published by the Foreign Investment Agency under the Ministry of Finance, as of the end of the first nine months of 2025, Vietnam had attracted investment flows from 105 countries and territories. Within this overall landscape, China continues to be one of Vietnam’s key investment partners, with total registered capital reaching approximately USD 3.42 billion, reflecting the growing confidence of Chinese investors in Vietnam’s investment environment, FDI attraction policies, and the development potential of the Vietnamese market. In terms of the number of projects, China ranked first in newly registered investment projects, accounting for approximately 30.42% of the total number of licensed projects, demonstrating an increasingly clear trend of Chinese enterprises expanding their manufacturing and business presence in Vietnam. During the same period, foreign investors injected capital into 18 out of 21 sectors of the national economy, reflecting the diversity of sectors attracting investment. Notably, the manufacturing and processing industry continued to play a leading role, ranking first in both investment capital and number of projects, with total registered investment capital reaching nearly USD 16.8 billion, accounting for approximately 58.9% of the total registered FDI capital, while recording an increase of 7.4% compared to the same period in 2024. These figures demonstrate that Vietnam not only maintains an open policy and favorable conditions for Chinese investors, but also affirms its position as an attractive destination for manufacturing projects, particularly in the processing and manufacturing sector, including the beverage production industry. For an investment project involving the establishment of a beverage manufacturing plant in Vietnam, in order to ensure that production activities are implemented in compliance with regulations and to minimize potential legal risks, Chinese investors should clearly understand the procedures and key legal requirements outlined below.

In the context of increasing demand for language learning, the establishment of language centers is attracting interest from many individuals and organizations. However, to be granted an operational license, investors must fully satisfy the conditions for establishing a language center and strictly follow the order and procedures prescribed by current law. In the article below, Lexsol will help clarify the important legal requirements to be noted

According to statistics from the Ministry of Planning and Investment, in 2023, there were investments from 111 countries and territories in Vietnam. Among them, Singapore led with a total investment of over 6.8 billion USD, accounting for 18.6% of the total foreign investment in Vietnam and an increase of 5.4% compared to the same period in 2022. This indicates that Vietnam is increasingly attracting foreign investment, especially from Singaporean investors. Additionally, the information technology sector is a field that Vietnam has opened up for market competition, allowing Singaporean investors to establish companies with 100% foreign capital in Vietnam.