베트남의 외국인투자 등록제에 관한 일고찰 - 2005년 투자법 관련 규정의 미비와 이후 개정 상황을 중심으로 -

This paper reviewed regulations and practice as to investment registration under Vietnam’s investment laws since 2005 with regard to the acquisition of shares and stocks in Vietnamese enterprises by foreign investors. 2005 Investment Law required investment registration for all foreign direct investment. In this regard, Investment Law Decree 108 in 2006 required the implementation of procedures in accordance with enterprise laws when foreign investors purchase shares in Vietnamese enterprises and the implementation of procedures in accordance with investment laws when investors contribute capital. However, consistent investment registration throughout the nation was not established because the meanings of “purchasing shares” and “contributing capital” were unclear, and different procedures were applied to different kinds of target companies. Enterprise Law Decree 139 in 2007 clarified that purchasing shares and contributing capital mean purchasing newly issued shares and already existing shares of limited liability companies, and purchasing newly issued stocks and existing stocks of joint stock companies. The decree also required the implementation of procedures in accordance with enterprise laws when foreign investors purchase either shares or stocks in Vietnamese enterprises. As a result, the number of cases where investment registration was required decreased. Enterprise Law Decree 102 in 2010 required under the same circumstances the implementation of procedures in accordance with both enterprise and investment laws. Consequently, the number of cases where investment registration was required increased. As shown above, investment registration practice concerning foreign investment in Vietnamese enterprises was influenced by enterprise law decree. However, the literal interpretation of the enterprise law decrees by many provincial agencies for investment registration were not consistent with Investment Law, which only required registration for foreign direct investment. Thus, the Vietnam government’s goal to establish a consistent investment registration practice throughout the nation was not realized. 2014 Investment Law finally improved the investment registration practice. The law repealed the distinction between direct investment and indirect investment, and instead provided for certain cases where investment registration was required. 2020 Investment Law also maintains the same rules. Accordingly, investment registration was not required for all cases where foreign investors acquire shares and stocks in Vietnamese enterprises. This paper shows an example of Vietnam’s incomplete legislation when introduced some elements of market economy and its efforts to rectify them. It is hoped that this paper provides a valuable record and analysis for the research on the enactment history of Vietnam investment laws.