CONTENTS
Venture Capital
MARKET AND PURPOSE
- General role and purpose
- Market conditions
PARTIES AND DEAL STRUCTURES
- Issuers – typical profile
- Issuers – domicile and company structures
- Investors – typical profile
- Investors structures
- Seed financings
- Early-stage and later investments
PROCESS
- Term sheets
- Documentation
- Key steps and timing
- Closing conditions
- Multiple closings
DUE DILIGENCE
- Legal due diligence
- Critical due diligence areas
- Other due diligence
ECONOMIC TERMS
- Valuation and pricing
- Option pool
- Dividends, distributions and redemptions
- Company sales and liquidations
- Anti-dilution protection
- Future investments
- Insider sales
CONTROL RIGHTS
- Voting rights
- Board rights
- Board protections
- Financial reports
PUBLIC OFFERINGS AND LISTINGS
- Securities law requirements
- Registration and listing rights
- Other resale rights
COMPANY SALES (M&A)
- Standard sale structures
- Role of investors
- Post-closing protections
LEGAL AND REGULATORY CONSIDERATIONS
- Disputes
- Regulatory consents and filings
- Foreign investment
UPDATE AND TRENDS
- Key developments
Contributors
Vietnam
| Russin & Vecchi (Vietnam) | Russin & Vecchi |
| Nhut H.M. Nguyen | NHMNhut@russinvecchi.com.vn |
| Huynh Cong Tam | HCTam@russinvecchi.com.vn |
| Chu Bao Khanh | CBKhanh@russinvecchi.com.vn |
| Philip Ziter | pziter@russinvecchi.com.vn |
| Sesto E Vecchi | sevecchi@russinvecchi.com.vn |
MARKET AND PURPOSE
General role and purpose
How would you describe the role of venture capital in the financing markets in your jurisdiction?
While bank financing and public spending remain the major sources of funding in Vietnam, capital markets are developing as bank financing approaches its ceiling.
Law stated – 14 May 2026
Market conditions
How would you describe the current market conditions for venture capital in your jurisdiction?
Vietnam is the fastest-growing economy in Southeast Asia and is on track to achieve sustained 7% real GDP growth. According to Vietnam’s central bank, the annual funding needs for investment in Vietnam reached US$160 billion in 2025, which is projected to grow to around US$270 billion by 2030.
A recent report highlighted that capital markets provide less than 20% of capital for investment in Vietnam. Capital funding is still dominated by bank-led financing, which accounts for 45% or so of the financing markets. However, venture capital is increasing; around US$24 billion of private capital was deployed from 2019 to 2025, with the figure for 2025 alone standing at around US$4.5 billion.
Investors are essentially private equity funds, typically providing venture capital to startups and early-stage companies. Growth capital invested in businesses with scalability is also strong.
Given that there is a need to relax the currently overstretched bank-led credit, capital markets are expected to play a more significant role in financing in the future.
Law stated – 14 May 2026
PARTIES AND DEAL STRUCTURES
Issuers – typical profile
How would you describe the types of companies, and their different stages of development, that typically receive venture capital investment in your jurisdiction?
Recently, tech startups have been the primary targets of venture capital in Vietnam. Among them, fintech, e-commerce, software as a service (SaaS), edtech, health tech and green tech have attracted the largest investment from venture capitalists. The dynamic demographic profile of Vietnam is one of the major contributors to the growth of these sectors. The fintech boom, for example, is driven by a large population with limited access to the traditional banking system, while e-commerce is thriving because it serves the rising middle class.
Tech-enabled solutions are in high demand for healthcare and learning, while the young workforce has enabled the rise of SaaS.
As in other emerging economies, venture capital in Vietnam typically funds the pre-seed, seed and Series A stages.
Law stated – 14 May 2026
Issuers – domicile and company structures
Are there any preferred or required legal domicile or company structures for issuers in venture capital transactions?
There is no particular preferred domicile or corporate structure in venture capital transactions, with the investment typically going directly to the operating companies on the ground. International norms are taking root, however. A structure that is becoming popular for international investors is setting up a holding special purpose vehicle outside of Vietnam (in Singapore, for example) to receive the investment, with the operating company in Vietnam being the investee’s operating asset.
Law stated – 14 May 2026
Investors – typical profile
How would you describe the types of investors that make venture capital investments, including by stage of company development, in your jurisdiction?
Venture capital investors in Vietnam range from micro venture funds to domestic and regional institutional funds. Micro funds are usually seen at the incubation stage, while local institutional funds often make seed investments. Regional and international institutions investing in Vietnam are mostly based in Singapore, Japan and South Korea, and tend to invest in the Series A round.
Law stated – 14 May 2026
Investors – structures
How are venture capital investors usually structured and does their structure affect their investment approach or terms?
In our experience, most foreign venture capital funds investing in Vietnam are organised under the traditional partnership structure, with general partners managing funds pooled from limited partners.
On the other hand, domestic institutional funds are structured differently due to the undeveloped legal framework for partnerships. They are largely organised and operate in the form of standard corporate entities under Vietnam’s Enterprise Law, and hold an operating licence under Vietnam’s Securities Law.
However, this structural difference is not considered to affect the approach of venture capitalists or the terms of their investments, which are instead driven largely by a fund’s own vision and market focus.
Law stated – 14 May 2026
Seed financings
What structures and types of investments are typically used for seed-stage investments in your jurisdiction?
In Vietnam, seed-stage investments tend to take the form of convertible instruments. This type of investment is preferred as it is faster to raise capital. For foreign venture capitalists making seed investments, a convertible instrument avoids having to deal with foreign ownership issues at such an early stage.
There are certain structural differences between domestic and foreign convertible instruments. While there is virtually no restriction on domestic investments, foreign convertible loans, for example, carry various requirements. A foreign loan that has a term exceeding 12 months is classified as a medium- to long-term loan and must be registered with the central bank (the State Bank of Vietnam) before it can be drawn down. A medium- to long-term loan (more than 12 months) comes with an important condition: it may not be used for short-term needs. Regulators monitor and enforce this condition.
Law stated – 14 May 2026
Early-stage and later investments
What structures and types of investments are typically used for early-stage and later investments, following seed-stage investments, in your jurisdiction?
Following the seed stage, Series A investments usually move to direct equity participation. In a Series A round, venture capital funds typically take preference shares that provide greater dividend benefits and higher liquidation preferences over common stock, but they do not carry voting rights. Depending on the investor’s need to be involved in the governance and management of the target company, a portion of common shares can be included in the mix to grant the investor a board seat.
In the later stages, especially Series C and beyond, investments have greater ticket sizes (+/- US$10 million) and often involve more private equity-style structures with impactful stakeholdings, various investor protections and an exit strategy with a roadmap to becoming a public company through an initial public offering within a specified time horizon.
Law stated – 14 May 2026
PROCESS
Term sheets
Do parties normally use term sheets? If so, what is normally covered in such term sheets?
Yes, parties normally use term sheets, which contain both binding and non-binding terms. The commercial terms are usually non-binding. However, provisions related to confidentiality, exclusivity, governing law and dispute settlement (which are usually based on clear language) are binding. These binding terms may also be captured in a separate agreement.
A typical venture capital term sheet covers:
- transaction structure;
- valuation and pricing;
- types of securities;
- capitalisation;
- economic rights (for example, contractual and financial protections);
- anti-dilution and future financing rights;
- governance and control;
- information and monitoring rights;
- conditions to closing;
- warranties and definitive documents; and
- confidentiality, exclusivity, costs and expenses, governing law, and dispute resolution.Law stated – 14 May 2026
Documentation
What are the standard documents for a venture capital transaction, and who prepares them? Are there popular forms for such documentation in your jurisdiction?
The key documents comprise the following.
Early-stage
- The target company normally provides a non-disclosure agreement (NDA).
- The lead investor normally provides a first draft of the term sheet.
Definitive documents
- The lead investor normally provides a first draft of the subscription agreement / share purchase agreement (or investment agreement), as well as a first draft of the shareholders’ agreement.
Closing and ancillary documents
- The target company provides the first draft of a disclosure letter.
- The target company and investor provide any other required corporate documents (such as board of directors/shareholders’ resolutions) in the transaction documents.
There are no popular forms in Vietnam; generally, each party engages counsel to prepare forms.
Law stated – 14 May 2026
Key steps and timing
What is the normal process and timing of venture capital investments in your jurisdiction?
The key steps of the process are as follows:
- initial discussions and signing the NDA and term sheet;
- due diligence;
- negotiation of definitive documents;
- signing and satisfaction of conditions precedent;
- closing; and
- post-closing.
The timetable depends on the parties’ plan, deal structure, complexity, timetable, etc. Generally, transactions take 3-6 months.
Law stated – 14 May 2026
Closing conditions
What closing conditions are common in venture capital transactions?
Common closing conditions usually include completion of conditions precedent and satisfactory due diligence.
Law stated – 14 May 2026
Multiple closings
Are venture capital transactions ever divided into multiple closings? If so, how and why?
Yes, they are. The way in which they are divided depends on the deal structure, plan and timing of phases.
Law stated – 14 May 2026
DUE DILIGENCE
Legal due diligence
What legal due diligence is typically undertaken for venture capital transactions, and what specialists are typically involved?
Legal due diligence in venture capital transactions normally includes reviewing the target’s:
- corporate status and constitutional documents;
- capital structure and contribution;
- founders’ arrangements;
- regulatory compliance;
- foreign ownership and market access issues;
- material existing commercial contracts;
- employment matters;
- intellectual property;
- data protection and technology compliance;
- real estate or premises arrangements;
- disputes; and
- litigation.
Determining the complete situation is not always possible, for example, if there is no reliable litigation docket.
Generally, the following teams are involved in due diligence:
- lawyers (including in-house and external counsel), who are responsible for drafting the due diligence checklist, reviewing documents, providing red-flags and summary reports, and generally executing the due diligence, etc; and
- tax and financial consultants, who are often engaged in tandem with legal counsel to verify past financial statements, review tax liabilities and transfer pricing exposure.Law stated – 14 May 2026
Critical due diligence areas
What are normally critical areas of due diligence focus or red flags in venture capital transactions?
The critical areas are capital structure and contribution, regulatory compliance, foreign ownership restrictions, market access issues, disputes and litigation.
Law stated – 14 May 2026
Other due diligence
What other types of due diligence are commonly undertaken in venture capital transactions?
Sometimes there are independent and in-depth reviews of tax, finance and market position.
Law stated – 14 May 2026
ECONOMIC TERMS
Valuation and pricing
How is the company valuation and investors’ purchase price usually determined in venture capital transactions?
Different valuation methodologies are used for venture capital transactions. Valuing a target based on an appropriate earnings before interest, taxes, depreciation and amortisation multiple is rather common. This method requires sufficient market data on peer performances to determine the multiples.
Another common methodology is to work backwards to a post-money value based on a target return on investment at a specific future exit horizon of, say, five to seven years. These methodologies tend to be used in conjunction with other in-house formulas.
Law stated – 14 May 2026
Option pool
What do investors typically require for option pools or equity incentive arrangements in connection with venture capital transactions?
For companies in the early stages, talent constitutes one of their critical intangible assets. Venture capital investors usually require companies to set aside and reserve stocks for option pools or employee incentives as a key tool for talent retention, which can range from 10-15% of the company’s total issued share capital. Venture capital investors require these stock options or incentive schemes to be locked in before the investment is made, and they must be implemented over a specific course of time. Venture capital investors also require anti-dilution protection against subsequent enlargement of the pools.
Law stated – 14 May 2026
Dividends, distributions and redemptions
What are the normal provisions governing dividends, distributions, redemptions or other profit distributions in venture capital transactions? Are there any legal limits thereon in your jurisdiction?
Dividends may only be declared if permitted by law and approved through the company’s corporate process.
The company may distribute dividends only after it fulfils tax obligations, offsets the previous year’s losses, and ensures that it can pay other debts and fulfil other financial obligations. Dividends must be taken from net profit. The payment plan must be approved through the company’s corporate process and must be paid within six months of the annual meeting.
Law stated – 14 May 2026
Company sales and liquidations
How are venture capital investments treated in portfolio company sales or liquidations?
Venture capital investors usually have certain exit or liquidation preferences. They typically have standard tag-along and/or drag-along rights that are exercisable upon a company sale. In some cases, venture capital investors may have certain protections embedded in their exit rights, such as a guaranteed internal rate of return when exiting. Venture capital investors also normally have preferences in the event of company liquidation, such as ranking within the top part of the distribution waterfall or being entitled to exit before the official liquidation process starts through a put option against a principal shareholder.
Law stated – 14 May 2026
Anti-dilution protection
What anti-dilution protections are typically built into the terms of venture capital securities?
Pre-emptive rights give investors the right to buy new shares pro-rata first, to maintain their proportional ownership. In addition, anyone selling shares must first offer them to existing shareholders.
Law stated – 14 May 2026
Future investments
What pre-emptive or pro rata investment rights do venture capital investors usually receive?
Venture capital investors usually hold the standard right of first refusal to participate pro-rata in future investments in the company, as long as they maintain their shareholding at or above a certain level. However, there may be limitations for example, a venture capital investor may be under a contractual undertaking to waive its right of first refusal for pro-rata participation in an investment by a strategic investor.
Law stated – 14 May 2026
Insider sales
What rights do venture capital investors normally have over insider sales of securities of portfolio companies?
Venture capital investors typically impose lock-ups on founders or principal shareholders that prevent them from divesting for a certain period of time after the company receives the investment. After the lock-up period, besides the standard right of first offer, venture capital investors usually require the right to tag along in an insider sale.
Law stated – 14 May 2026
CONTROL RIGHTS
Voting rights
What voting rights, including veto or consent rights, do venture capital investors normally have as shareholders of their portfolio companies? Do they typically have special voting or consent rights as shareholders?
Venture capital investors have the voting rights attached to the class of shares they hold. They do not ordinarily receive special voting rights merely by virtue of being the company’s shareholders. However, they can negotiate special consent or veto rights over specified reserved matters through the company’s charter and shareholders’ agreement. These protections are particularly common where the venture capital investor is a minority shareholder.
Matters subject to investor consent may include amendments to the charter or shareholder’s rights; issuances of new shares or other securities; changes to capital structure; material acquisitions or disposals; major indebtedness; approval of annual budgets and business plans; related-party transactions; appointment or removal of senior management; and any merger, liquidation or sale of the company. Where a class of preference shares is used, class consent rights may also apply to actions that adversely affect that class. In addition, a shareholder may demand that the company redeem its shares if the shareholder voted against a resolution of the General Meeting of Shareholders on certain important issues (such as company re-organisation, amendment of the charter relating to shareholders rights and obligations).
In practice, these rights are usually structured as protective provisions rather than as day-to-day control rights. Their enforceability is generally more robust if they are reflected in the company’s constitutional documents and corporate approval processes, rather than in private contractual arrangements among shareholders.
Law stated – 14 May 2026
Board rights
What rights to representation on the board of directors or at meetings of the board of directors of portfolio companies do venture capital investors typically receive?
Depending on the percentage of ownership that an investor holds, it may have the right to nominate a number of seats on the board of directors. In addition, even if investors are in the minority on a board, they can protect themselves through veto rights or reserved matters, which can be specified in the shareholders’ agreement.
Law stated – 14 May 2026
Board protections
What fiduciary duties and liability protections normally apply to investor directors in your jurisdiction? Do directors typically have special voting or consent rights?
Fiduciary duties of investor directors
Fiduciary duties attach to the position held, not to director status alone. Generally, fiduciary duties are categorised into the overall obligations of honesty, carefulness and loyalty. Investor-appointed directors on a board of directors (BOD) must act in the best interests of the company as a whole, not the interests of the investor appointing them.
Liability of investor directors
If a director on the BOD breaches their obligations, they may incur civil liability and be required to compensate the company or shareholders. If the BOD adopts a resolution that violates the law, all members who voted in favour bear joint liability.
Special voting or consent rights
The law does not explicitly provide for special voting or consent rights in favour of an investor’s directors. Consequently, minority investors by virtue of their relatively small ownership stake are typically unable to influence or block decisions adopted by the BOD. In practice, investors can protect themselves through veto rights on reserved matters, which are agreed among the shareholders and specified in the shareholders’ agreement.
Law stated – 14 May 2026
Financial reports
What rights to financial reporting or company access do venture capital investors normally receive?
Shareholders holding 5% or more of the voting shares are statutorily entitled to access internal corporate documents, including management resolutions, financial statements and accounting books, and to request investigations by the Inspection Committee.
Investors can supplement these rights contractually through a shareholder’s agreement which provides for periodic management accounts, audited annual financials, annual budgets, board observer rights, information and inspection rights, and material event notification obligations.
Law stated – 14 May 2026
PUBLIC OFFERINGS AND LISTINGS
Securities law requirements
What are the securities law requirements in your jurisdiction for venture capital investors to sell their securities in the public markets?
A venture capital investor can sell into Vietnam’s public markets either by participating in an initial public offering (IPO) or by selling shares after the company has been listed. If the investor sells shares as part of the IPO, the sale is subject to the major shareholders committing to hold at least 20% of charter capital for at least one year after the IPO. After listing, the shares then become freely tradable, subject to statutory lock-up restrictions that apply to major shareholders (ie, holding 5% or more of the voting shares). A full lock-up is required for the first six months, and at least 50% of the shares must still be retained for the six months following.
Additionally, trading by venture capital investors must also comply with the general regulations under Vietnamese securities law, such as insider trading and market manipulation rules. Trading while in possession of material non-public information is prohibited. Ownership/transaction disclosure rules apply to major shareholders, among others.
Law stated – 14 May 2026
Registration and listing rights
What registration rights, listing rights or other rights do venture capital investors normally receive?
Venture capital investors do not specifically receive any registration, listing or other rights in the public market.
In practice, venture capital investors are normally granted contractual rights designed to deliver a credible route to achieve an IPO by a specific deadline. Investors also often negotiate “piggyback”-style rights to receive exit and transfer protections (such as tag-along and drag-along rights, as well as related transfer mechanics) in the shareholders’ agreement, to manage sales before a listing or alongside an exit transaction. These rights are usually implemented through an investment agreement, a shareholders’ agreement and amendments to the company charter. Careful drafting is important because some shareholders’ agreement provisions may not be enforceable if they are seen as obstructing statutory shareholder rights.
Law stated – 14 May 2026
Other resale rights
What other resale rights in the public markets do venture capital investors usually receive?
Venture capital investors do not have any resale rights in the public market, both under the law and under normal contractual arrangements.
Law stated – 14 May 2026
COMPANY SALES (M&A)
Standard sale structures
What are the standard structures or methods for venture capital portfolio companies to be sold in your jurisdiction?
The most common method for a venture capital investor to exit a portfolio company is to find a strategic buyer. International or regional corporations operating in the same or similar industries are obviously preferred candidates. Buyers are attracted to a significant majority stake, if not all shares.
Another common method is to make a secondary sale to another fund, usually a larger venture fund or a private equity fund, which are more suitable investors for companies that have made it past the early stages.
It is also common for venture capital investors to have a put option that can be triggered by certain circumstances, which allows them to exit.
Law stated – 14 May 2026
Role of investors
What is the role of venture capital investors in a portfolio company sale? Do they have rights to force or block a company sale?
Minority shareholders do not have a legal right to force or block a company sale as a matter of principle under Vietnamese law. Instead, these rights must be contractually created.
Depending on the state of the portfolio companies up for sale, venture capital investors can play an active role in the sale. If it is an exit sale for the venture capital investor, they can make a purchase attractive to the buyer by dragging other shareholders, subject to their drag-along rights under the terms of their investment with the company and/or other shareholders (ie, a shareholders agreement).
On the other hand, venture capital investors may have contractual protection against a company sale initiated by other shareholders, and their terms of investment may give them certain rights to block such sales. For example, a venture capital investor may have the right under the shareholders agreement to veto a company merger or a substantial asset sale, or they may have a right of first refusal.
Law stated – 14 May 2026
Post-closing protections
What post-closing matters or protections do venture capital investors typically obtain, for example to address ongoing company sale indemnities or director tail liabilities?
There are no specific statutory post-closing protections for venture capital investors beyond general corporate law obligations and prudence. Investors rely on contractual mechanisms, which are typically embedded in the shareholders’ agreement:
- representations and warranties: founders and the target company provide warranties at closing which cover, among other things, financial condition, absence of undisclosed liabilities and regulatory compliance;
- specific indemnities: beyond general warranties, venture capital investors can negotiate specific indemnities for risks identified during due diligence, including tax exposure, pending litigation and regulatory non-compliance;
- director indemnification and directors’ and officers’ (D&O) liability insurance: nominated directors face personal liability exposure for board decisions. To protect themselves, they often seek either contractual indemnification from the target company, coverage under a D&O liability insurance policy, or both;
- founder lock-up and non-compete: to protect the investment post-closing, venture capital investors can require founders to commit to: (1) lock-up restrictions on founder share transfers for an agreed period; (2) non-competition and non-solicitation obligations; and (3) key-man commitments requiring the continued involvement of founders; and
- anti-dilution and pre-emptive rights: venture capital investors can negotiate anti-dilution protections and pre-emptive rights over future share issuances to prevent ownership dilution post-closing.
The foregoing provisions can be agreed among the parties and included in the subscription agreement and shareholders’ agreement.
Law stated – 14 May 2026
LEGAL AND REGULATORY CONSIDERATIONS
Disputes
What types of disputes typically arise in venture capital transactions and how are disputes commonly handled? What provisions normally govern disputes, including choice of governing law, choice of forum and alternative dispute resolution mechanisms?
Disputes involving venture capital investors often revolve around disagreements regarding veto and exit rights. Exercising veto rights can lead to a deadlock, which may result in disputes with other shareholders. The venture capital investor may also not be able to exercise its exit rights (such as a put option) without difficulty or at all.
Venture capital investors generally accept Vietnamese law as the governing law for their investment agreement (ie, the shareholders agreement). When it comes to dispute resolution, the situation is more diverse foreign arbitration (such as arbitration at the Singapore International Arbitration Center) is a forum that many venture capital investors choose. In terms of a domestic forum, the Vietnam International Arbitration Center (or sometimes another Vietnamese-based commercial arbitration centre) is more favoured than local courts.
Law stated – 14 May 2026
Regulatory consents and filings
What regulatory consents, notifications and filings are required for all investors in venture capital transactions in your jurisdiction? Are there ownership restrictions?
In each venture capital transaction, depending on the deal structure and the businesses that the target company conducts, investors and the target company may need to obtain specific consents, permits and/or licences from various authorities, such as:
- M&A approval: a foreign investor must obtain M&A approval where: (1) the transaction increases foreign ownership in a target company that operates in a conditional business sector, (2) the transaction results in foreign investors owning more than 50% of a target company’s charter capital; or (3) a target company holds land use rights in restricted access areas, border areas, coastal areas, or other areas affecting national defence and security;
- economic concentration clearance: if the transaction exceeds statutory thresholds for total assets, total revenue, transaction value or combined market share in Vietnam, the parties must file an economic concentration notification with the Vietnam Competition Commission in order to obtain clearance; and
- amendments to the Enterprise Registration Certificate (ERC) and/or Investment Registration Certificate (IRC): depending on the deal structure and the target company’s businesses, the target company may need to apply for amendments to its ERC and/or IRC.
Some foreign ownership restrictions depend on the licensed business activities.
Law stated – 14 May 2026
Foreign investment
What foreign investment restrictions and other domestic regulatory issues arise for venture capital investors based outside your jurisdiction?
While Vietnam provides different incentives for investment in various sectors, there remain a noticeable number of businesses that are classified as “negative” or “restricted” in terms of foreign investment. Foreign investment restrictions normally take the form of limits on foreign ownership and/or conditions that apply only to foreign investors. These restrictions apply to foreign investment in general, and venture capital investors are not treated differently.
Targets of venture capital investments may operate in fields where foreign ownership is subject to a statutory cap (such as telecoms or logistics) or even zero foreign ownership (such as military-related operations). For businesses where foreign investment is subject to conditions, foreign investors are required to obtain pre-investment approval, which essentially means that the authorities evaluate and determine whether the foreign investor meets the relevant conditions, including those set out in law as well as those that are less formally articulated. Common conditions include extensive capital thresholds, industry-related experience, etc.
For certain businesses, companies with foreign investment are required to obtain an operating licence. For example, after receiving investment from a foreign venture capital fund and thus becoming a foreign-invested company, a local e-commerce startup would need to obtain a business licence in order to continue its e-commerce activities.
“Localising” the investment under a creative but legitimate structure can help foreign venture capital funds to address these restrictions.
Law stated – 14 May 2026
UPDATE AND TRENDS
Key developments
What are the most noteworthy current trends and recent developments in venture capital transactions in your jurisdiction? What developments are expected in the coming year?
Disclosed venture funding in 2025 was approximately US$215 million across roughly 41 deals (VinVentures, Vietnam Tech & Venture Capital Outlook 2025), down from the previous year. The 10 largest rounds accounted for around 72% of the deployed capital, while approximately 60% went to follow-on and bridge rounds. Edtech, climate technology, e-commerce and artificial intelligence absorbed most funding. Singapore, Japan and Korea remained the dominant offshore sources of capital and exits remain scarce, with two technology listings in 2025 through April (BeLive Technology and TCBS).
As of June 2026, three regulatory developments dominate:
- Politburo Resolution 57-NQ/TW of 22 December 2024, which makes science, technology, innovation and digital transformation a national strategic priority and directs the formation of national and provincial venture funds. National Assembly Resolution 198/2025/QH15 of 17 May 2025 delivers the fiscal regime, including a two-year corporate income tax exemption (and a 50% reduction for the following four years) for innovative startups and their supporting organisations, as well as tax exemptions for gains on transfers of shares and capital contribution rights in innovative startups;
- Decree 210/2025/ND-CP of 21 July 2025 (from 15 September 2025) amended Decree 38/2018/ND-CP, permitting borrowed capital and non-monetary contributions to startups and innovation investment funds, expressly recognising convertible instruments and pre-emptive share purchase rights, and capping any single fund’s stake at 50% of post-money charter capital; and
- National Assembly Resolution 222/2025/QH15 of 27 June 2025 and Government Decree 323/2025/ND-CP of 18 December 2025, which established the Vietnam International Financial Centre across Ho Chi Minh City and Da Nang. Venture capital, private equity and hedge funds are expressly permitted, and members can raise capital from non-residents without separate Vietnamese licensing.
Law stated – 14 May 2026
Reproduced with permission from Centellic. This content was first published in Lexology Panoramic: [Venture Capital-Vietnam/2026]. For further information, please visit [https://www.lexology.com/panoramic/tool/workareas/report/venture-capital/chapter/vietnam].
For further information, please contact:
Nhut H.M. Nguyen, Partner, Russin & Vecchi
