Lawyers

Client Alert
June 26, 2009

Decision No. 88/2009/QD-TTg by the Prime Minister issuing

regulations on capital contribution and purchase of shares by
foreign investors in Vietnamese enterprises, replacing Decision No.
36/2003/QD-TTg issued by the PM on 11 March 2003
越南總理 2009 年 6 月 18 日簽發第 88/2009/QD-TTg 號決定，公佈外國投資業
者出資，購買越南企業股份之規定。本規定代替總理 2003 年 3 月 11 日之第
36/2003/QD-TT 號決定。

DNH LAW LLC

Suite 606, Indochina Park Tower, 4 Nguyen Dinh Chieu St., Dist. 1, Ho Chi Minh City, Vietnam
Client Alert

Issued together with the Decision No. 88/2009/QD-TTg of the Prime

Minister dated 18 June 2009 is the detailed regulations on the capital
contribution to and purchase of shares of Vietnamese enterprises by foreign
investors .
Two months back on 14 April 2009 the Prime Minister issued Decision No. 55/2009/QD-TTg which sets foreign holding at
49% in all public companies. Shares of listed public companies are being traded at either the main exchange - Ho Chi Minh
Stock Exchange (HoSE), or the Hanoi Stock Exchange (HNX) for small-mid cap companies. HNX, newly converted from
Hanoi Securities Trading Center (HaSTC) as a state-owned 1-member limited liability company was inaugurated on 24 June
2009. Along with the launch of HNX, a new trading floor UPCoM was also put in place for trading shares of unlisted public
companies. This Decision and the accompanying detailed regulations provide foreign investors with the needed legal
guidance on foreign holdings in domestic nonpublic companies.

Foreign holdings in a public company, either listed or 越南政府總理 2009 年 6 月 18 日簽署之第 88/2009/QD-
unlisted has been capped at 49%. Foreign investors TTg 號決定，发布关于外國投資業者出资，购买越南企
investing in a non-public company by way of acquiring 业股份之规定。本规定取消越南政府 2003 年 3 月 11 日
interest in such a company had, prior to this Decision been
簽署之第 36/2003/QD-TTg 关于外國投資業者出资，购
limited to 30% under the prior Decision No. 36/2003/QD-
TTg dated 11 March 2003 by the Prime Minister 买越南企业股份不超过 30%的规定。
(“Decision 36”).
本決定之適用
Subsequent to the enactment of the Law on Investment and 外國投資業者包括外國公司和個人。在越南設立之公
Law on Enterprise, as well as to becoming a member of 司，外方持股超過 49%，亦視爲外國公司。
WTO, the 30% limitation became one of the major issues
faced by foreign investors when establishing presence in 越南企业包括股份有限公司，责任有限公司，合伙，和
Vietnam via purchasing equity interests in local companies
私人企业。
as some local licensing authorities held the view that
Decision 36 had never been replaced thus the cap of 30%
was still a valid rule; while other agencies in different 外國投資業者对越南企业出资、购买越南企业之股份将
localities viewed otherwise. 不受原 30%持股限制。除越南法律或越南签订的国际条
约明确限制外國投資業者持股的情况（如：公众公司外
Under Decision 88, the previous 30% limit on foreign 國投資業者持股不超过 49%；银行外國投資業者持股
holding is no longer applicable. 不超过 30%，等），外國投資業者对越南企业出资、购
买越南企业之股份将不受持股限制。
Foreign Investors
Foreign individuals and companies incorporated in foreign
jurisdictions and companies organized in Vietnam with 生效期
more than 49% of its capital contributed by a foreign party 此決定于 2009 年 8 月 15 日起開始生效。
are subject to this Decision 88.

Vietnamese Enterprises 
Vietnamese enterprises are those which are organized as
joint stock companies, limited liability companies,
partnership, or private enterprises.

Scope of the Regulations

Decision 88 with 4 Chapters and 13 Articles provides that
there will be no limitation on the capital contribution to, or
purchasing shares/equities of Vietnamese enterprises,
except where foreign holding is restricted under specific
Vietnamese laws or international treaties to which Vietnam
is a party. (e.g., 49% in public companies; 30% in banks;
none in exploration, etc.).

Effective Date
The Decision 88 will take effect on 15 August 2009.

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Client Alert

For further information, please contact:

Mr. John Yue 岳強律師 Mr. Pham Trung Hau

Ho Chi Minh City, Vietnam 越南胡志明市 Ho Chi Minh City, Vietnam
+84 91 864 9890 +84 91 360 3729
john.yue@dnhlaw.com hau.pham@dnhlaw.com

This publication is issued periodically to keep DNH LAW clients and other interested parties informed of current legal developments that may
affect or otherwise be of interest to them. The contents contained in this publication do not constitute legal opinion and should not be regarded as
a substitute for legal advice.

Copyright 2009 DNH LAW. All Rights Reserved.

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