The Substantive Nature of Foreign Investment through the Acquisition of Shares and Capital Contributions in Vietnamese Enterprises: Legal Gaps and Recommendations for Improvement

This article examines gaps in the legal framework governing the substantive nature of foreign investment through the acquisition of shares and capital contributions, particularly where an enterprise established by domestic investors is subsequently transferred to foreign investors through a change of control. By examining the relationship between capital formation, transfer transactions, and the resulting legal implications for employment, entry into Vietnam, and residence, the article proposes mechanisms for identifying transactions indicative of legal circumvention, verifying contributed capital, and implementing risk-based regulatory oversight.