By Lawyer Luu Thi Hue – UniLaw LLC

VRE STOCK VIETNAM – UNILAW’S INSIGHTS ON INVESTMENT OPPORTUNITIES

The landscape of Foreign Direct Investment in Vietnam has undergone significant transformations, particularly with the implementation of the Law on Investment 2020 and subsequent amendments. For global investors eyeing opportunities such as VRE stock Vietnam, understanding the legal safeguards and procedural intricacies is paramount. This analysis delves into the legal framework governing FDI Vietnam, drawing from recent judicial precedents and legislative updates to provide a comprehensive guide for those investing việt nam.

Navigating Stock Acquisition Risks: The VMG and Global Payment Service Precedent

To understand the practical application of Foreign Investment in Vietnam, one must examine real-world disputes arising from share purchase agreements. A landmark case involving Global Payment Service (GPS) and UTC Investment Co., Ltd (UTC) against VMG Media Joint Stock Company (VMG) illustrates the complexities of invest to vietnam strategies. GPS and UTC, both South Korean entities, entered into an agreement on November 4, 2016, to purchase a 62.25% stake in VNPT Electronic Payment Joint Stock Company (EPAY) from VMG. The transaction was finalized on May 17, 2017, with a total payment exceeding 519 billion VND.

However, the investment turned sour in April 2018 when senior executives of EPAY were arrested for involvement in an illegal online gambling ring. GPS and UTC filed a claim at the Singapore International Arbitration Centre (SIAC), alleging that VMG breached warranties regarding the legality of EPAY’s operations. SIAC ruled in favor of the Korean investors, but VMG challenged the recognition and enforcement of this award in Vietnam.

The Hanoi People’s Court, in its decision and subsequent appellate judgment (No. 09/2023/HS-PT), refused to recognize the SIAC award. The court found that the Arbitral Tribunal had failed to stay the proceedings despite VMG’s request to wait for the final results of related criminal trials in Vietnam, which the court deemed essential for a fair assessment of the breach. Furthermore, the court ruled that the tribunal applied Singaporean law to a dispute that, under the contract’s own terms and Vietnamese law, should have been governed by the Civil Code of Vietnam regarding tortious liability and warranties. This result highlights that while fdi to vietnam is encouraged, the domestic judicial system maintains a high threshold for enforcing foreign arbitral awards that conflict with fundamental legal principles.

Foundational Policies for Foreign Direct Investment in Vietnam

The fdi vietnam framework is anchored in Article 5 of the Law on Investment 2020, which outlines the state’s policy toward business investment activities.

Article 5. Business investment policies

1. Investors have the right to carry out business investment activities in sectors and trades that are not prohibited by this Law. For conditional business investment sectors and trades, investors must satisfy investment conditions as prescribed by law.

2. Investors are entitled to decide on their own and take responsibility for business investment activities in accordance with this Law and other relevant provisions of law; are entitled to access and use credit capital, support funds, use of land and other resources in accordance with the law.

3. Investors’ business investment activities shall be suspended, stopped or terminated if such activities cause harm or run the risk of causing harm to national defense and security.

4. The State recognizes and protects the ownership of assets, investment capital, income and other legal rights and interests of investors.

5. The State treats investors equally; has policies to encourage and create favorable conditions for investors to carry out business investment activities and sustainably develop economic sectors.

6. The State respects and implements international treaties on investment to which the Socialist Republic of Vietnam is a member.

In simple terms, this law guarantees that as long as you aren’t doing something illegal or harmful to national security, the government will protect your assets and treat you the same as a local investor. It emphasizes that Vietnam follows international rules, making it a stable place for foreign direct investment in Vietnam.

Market Access and Conditional Sectors for Global Investors

A critical aspect of investing việt nam is navigating market access restrictions. Vietnam maintains a “Negative List” approach, where foreign investors are granted national treatment except in specific sectors. Article 9 of the Law on Investment 2020 clarifies these conditions.

Article 9. Sectors, trades and market access conditions for foreign investors

1. Foreign investors are entitled to apply market access conditions as prescribed for domestic investors, except for the cases specified in Clause 2 of this Article.

2. Based on laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a member, the Government shall announce the List of sectors and trades with restricted market access for foreign investors, including:

a) Sectors and trades in which market access has not been granted;

b) Sectors and trades with conditional market access.

3. Market access conditions for foreign investors specified in the List of sectors and trades with restricted market access for foreign investors include:

a) Ownership ratio of charter capital of foreign investors in economic organizations;

b) Investment form;

c) Scope of investment activities;

d) Capacity of investors; partners participating in investment activities;

đ) Other conditions as prescribed in laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a member.

This means that while most areas are open, some specific industries like telecommunications or certain transport services might limit how much of the company you can own or require you to partner with a local firm. For a major retail and real estate entity like VRE (Vincom Retail), these rules determine how foreign funds can interact with their stock and operations.

Forms of Foreign Investment: Establishing Presence in Vietnam

When considering fdi to vietnam, investors have several legal vehicles to choose from under Article 21 of the Law on Investment.

Article 21. Investment forms

1. Investment to establish an economic organization.

2. Investment by contributing capital, purchasing shares or purchasing contributed capital.

3. Implementation of an investment project.

4. Investment in the form of a BCC contract.

5. New forms of investment and types of economic organizations as prescribed by the Government.

This article provides the “menu” for investors: you can start a new company, buy into an existing one like VRE stock Vietnam, or just run a specific project through a contract without forming a new legal entity.

Detailed Procedures for Share and Capital Acquisition

For those interested in “Stock Vietnam” opportunities, Article 24 and Article 26 are particularly relevant as they govern the acquisition of equity.

Article 24. Investment in the form of capital contribution, share purchase, and purchase of contributed capital

1. Investors have the right to contribute capital, purchase shares, and purchase contributed capital of economic organizations.

2. The contribution of capital, purchase of shares, and purchase of contributed capital by foreign investors in economic organizations must satisfy the following regulations and conditions:

a) Market access conditions for foreign investors specified in Article 9 of this Law;

b) National defense and security assurance in accordance with this Law;

c) Provisions of land law on conditions for receiving land use rights, conditions for using land in islands, border communes, wards, and towns, and coastal communes, wards, and towns.

Essentially, you can buy shares in almost any Vietnamese company, but if that company owns land in a sensitive area (like near a border or on an island), you might need extra permission from the Ministry of Defense or Public Security.

Article 26. Procedures for investment in the form of capital contribution, share purchase, and purchase of contributed capital

1. Investors contributing capital, purchasing shares, or purchasing contributed capital of economic organizations must satisfy the conditions and perform procedures for changing members and shareholders in accordance with the law corresponding to each type of economic organization.

2. Foreign investors shall perform procedures for registration of capital contribution, share purchase, or purchase of contributed capital of economic organizations before changing members or shareholders if they fall into one of the following cases:

a) The contribution of capital, purchase of shares, or purchase of contributed capital increases the ownership ratio of foreign investors in economic organizations doing business in sectors and trades with conditional market access for foreign investors;

b) The contribution of capital, purchase of shares, or purchase of contributed capital leads to the foreign investor or economic organization specified in points a, b, and c, Clause 1, Article 23 of this Law holding more than 50% of the charter capital of the economic organization…

c) Foreign investors contribute capital, purchase shares, or purchase contributed capital of economic organizations having Land Use Right Certificates in islands and border communes, wards, and towns; coastal communes, wards, and towns; other areas affecting national defense and security.

This means if your purchase makes you a majority owner (over 50%) or if the company is in a “sensitive” industry or location, you must register the deal with the investment authorities before you can officially become a shareholder. For a standard VRE stock Vietnam purchase on the public exchange, these rules are often streamlined through securities regulations.

The Impact of WTO Commitments on Retail and Real Estate

Investment in the retail sector, such as through VRE stock Vietnam, is heavily influenced by Vietnam’s WTO Commitments. Upon accession, Vietnam agreed to a roadmap for opening the distribution services market.

Initially, foreign-invested companies were permitted to engage in commission agents, wholesale, and retail business for most products, with certain exclusions like cigarettes, cigars, and precious metals. One critical restriction that still affects expansion is the Economic Needs Test (ENT).

According to the WTO Schedule CLX – Vietnam: “The establishment of outlets for retail services (beyond the first one) shall be allowed on the basis of an Economic Needs Test (ENT)”. This test considers factors such as the number of existing service suppliers in a geographic area, market stability, and geographic scale. In simple terms, if a foreign company wants to open a second supermarket or mall, the local government gets to decide if the area actually needs another one or if it would hurt local businesses too much. However, Decree 09/2018/NĐ-CP has provided some exemptions, such as for outlets under 500 square meters located in commercial centers.

Judicial Protection of Investment Rights: The DK and M Case

A significant case regarding Foreign Investment in Vietnam involves the dispute between a South Korean investor, DK, and a Vietnamese entity, M, over a joint venture. The Korean investor (DK) had invested in a project and sought to have the joint venture recognized as 100% foreign-owned because the Vietnamese partner had allegedly failed to contribute capital and was not involved in management.

The Supreme People’s Court, in its Review Decision (No. 24/2017/KDTM-GĐT), recognized the validity of the foreign investor’s request to complete procedures to convert the company into a 100% foreign-owned entity. The court also upheld the investor’s right to use the land associated with the project in accordance with Vietnamese law, providing a sense of security for fdi vietnam regarding asset ownership and corporate restructuring. This result confirms that Vietnamese courts can be a venue for foreign investors to assert their rights against local partners who fail to fulfill their obligations.

Special Procedures for Strategic Technology and Innovation Projects

In 2025, Vietnam introduced “Special Investment Procedures” to attract high-tech and strategic projects. These procedures apply to projects in areas such as innovation centers, R&D, and 5G infrastructure.

Under Article 22 of the Law on Investment (as amended in 2024/2025): “Foreign investors are entitled to establish economic organizations to implement investment projects before performing procedures for granting or adjusting Investment Registration Certificates for projects… in strategic technology fields decided by the Prime Minister”.

This is a major shortcut. Usually, a foreign investor must get an Investment Registration Certificate (IRC) *before* they can even start their company. For these high-priority tech projects, the government is now letting them set up the company first to save time, showing Vietnam’s commitment to high-quality FDI Vietnam.

Dispute Resolution: Choosing Between Courts and Arbitration

A vital consideration for foreign direct investment in Vietnam is how to resolve conflicts. Article 14 of the Law on Investment 2020 provides the framework for this.

Article 14. Settlement of disputes in business investment activities

1. Disputes related to business investment activities in Vietnam shall be settled through negotiation and mediation. In case negotiation and mediation fail, the dispute shall be settled at Arbitration or Court….

2. Disputes between domestic investors, foreign-invested economic organizations… shall be settled through Vietnamese Arbitration or Vietnamese Courts.

3. Disputes in which at least one party is a foreign investor… may be settled through one of the following agencies and organizations:

a) Vietnamese Courts;

b) Vietnamese Arbitration;

c) Foreign Arbitration;

d) International Arbitration;

đ) Arbitration established by agreement of the disputing parties.

This allows foreign investors a lot of flexibility: if you have a problem, you don’t *have* to go to a local Vietnamese court; you can agree to use an international arbitrator in a place like Singapore or London. However, as seen in the VMG case, enforcing those international decisions in Vietnam still requires following local legal principles.

The Rights of Foreigners to Hold and Lease Land

For investors looking at VRE stock Vietnam, the underlying value is often tied to real estate assets. Vietnamese law differentiates between land ownership (which is not permitted for individuals) and land use rights.

As specified in the WTO Schedule of Commitments: “Foreign-invested enterprises shall be permitted by competent authorities of Vietnam to lease the land to carry out their investment projects. The land leasing period shall correspond to the time of operation of those enterprises… and shall be extended whenever the time of operation of those enterprises is extended”.

In plain English, while you can’t “own” the land forever, the government gives you a long-term lease that lasts as long as your business is allowed to operate, and if your business license is renewed, your land lease is usually renewed too. This provides the long-term stability needed for malls and office buildings.

Outbound Investment from Vietnam: A Growing Trend

While the focus is often on fdi to vietnam, the Law on Investment also regulates how Vietnamese companies (including those with foreign capital) invest abroad. Article 52 defines the forms of outbound investment.

Article 52. Forms of investment abroad

1. Establishing economic organizations in accordance with the laws of the host country.

2. Investing in the form of a contract abroad.

3. Contributing capital, purchasing shares, purchasing contributed capital of economic organizations abroad to participate in the management of such economic organizations.

4. Purchasing and selling securities, other valuable papers or investing through securities investment funds, other intermediary financial institutions abroad.

5. Other forms of investment in accordance with the laws of the host country.

This means if a company like VRE wanted to expand into neighboring countries, they have a clear legal pathway to do so, though they must first get an “Outbound Investment Registration Certificate” from the Ministry of Planning and Investment.

Strategic Insights for Investors in 2026

The current legal environment for Foreign Direct Investment in Vietnam is one of cautious liberalization. The government is eager to attract capital, especially in technology and infrastructure, but remains protective of its domestic legal standards and national security. For those investing việt nam, particularly in the stock market or large-scale real estate, the following insights are crucial:

• Thorough Due Diligence: The VMG case proves that even with an international arbitration clause, the underlying legality of the target company’s operations in Vietnam is what ultimately matters.
• Understanding Land Nuances: Land use rights are stable but conditional on the duration of the investment project.
• Utilizing Special Procedures: If your project qualifies as “strategic technology,” take advantage of the ability to set up your legal entity before finalizing all investment certificates.
• Local Court Awareness: While arbitration is a popular choice, do not underestimate the power of Vietnamese courts to review awards based on “fundamental principles of law”.

Vietnam continues to be a premier destination for FDI Vietnam, offering a balance of growth potential and an increasingly refined legal framework. By partnering with experts like Unilaw, investors can navigate these waters with confidence and clarity.