This draft decree amends and supplements some articles in Decree No. 38/2018/ND-CP on investment for small and medium-sized enterprises engaged in innovative startups. Specifically, the draft provides more detailed regulations on the disclosure of information by venture capital funds for innovative startups; the legal responsibilities of related parties when handling registration applications for establishment, increasing/decreasing capital contributions, extending operating time, transferring part of capital contributions, and dissolving the fund. Additionally, the draft also supplements models of notifications regarding the handling of registration applications for establishment, increasing/decreasing capital contributions, extending operating time, transferring part of capital contributions, and dissolving the fund.
适用范围
Companies managing venture capital funds for innovative startups, small and medium-sized enterprises engaged in innovative startups
要点
- Provide more detailed regulations on the disclosure of information by venture capital funds for innovative startups.
- Supplement the legal responsibilities of related parties when handling registration applications for establishment, increasing/decreasing capital contributions, extending operating time, transferring part of capital contributions, and dissolving the fund.
- Supplement models of notifications regarding the handling of registration applications for establishment, increasing/decreasing capital contributions, extending operating time, transferring part of capital contributions, and dissolving the fund.
- Detailed notification forms such as Form No. 07 and Form No. 08 to announce the results of handling registration applications for establishing venture capital funds for innovative startups and related changes to the fund.
- Requirements for the company managing the fund to bear full responsibility under the law for the truthfulness and accuracy of the information declared in the application.
🌐 本文件的社会影响
- Enhance transparency and compliance with the law in the operation of venture capital investment for innovative startups.
- Facilitate state management agencies in easily monitoring the activities of venture capital funds for innovative startups.
❓ 常见问题
What new provisions does this draft decree contain regarding the disclosure of information by venture capital funds for innovative startups?
This draft decree supplements detailed regulations on the disclosure of information by venture capital funds for innovative startups, including the requirement that the company managing the fund must bear full responsibility under the law for the truthfulness and accuracy of the information declared in the application.
What is the purpose of the notification models added in this draft decree?
The purpose of adding notification models such as Form No. 07 and Form No. 08 is to clearly and transparently announce the results of handling registration applications for establishing venture capital funds for innovative startups and related changes to the fund.
What responsibilities does the company managing the fund have when submitting applications to competent authorities?
The company managing the fund must bear full responsibility under the law for the truthfulness and accuracy of the information declared in the application and accompanying documents.
全文
THE GOVERNMENT
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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Number: 210/2025/NĐ-CP
Hanoi, July 21, 2025
DECREE
Amending and supplementing certain Articles of Decree No. 38/2018/NĐ-CP
dated March 11, 2018 of the Government detailing investment for small and medium-sized enterprises (SMEs) and startups
for small and medium-sized enterprises engaged in innovative startups
Pursuant to the Law on Government Organization No. 63/2025/QH15;
Pursuant to the Law on Local Administration Organization No. 72/2025/QH15;
Pursuant to the Law on Supporting Small and Medium-Sized Enterprises No. 04/2017/QH14;
Pursuant to the Enterprise Law No. 59/2020/QH14 amended and supplemented by some Articles according to Law No. 03/2022/QH15; Law amending and supplementing some Articles of the Enterprise Law No. 76/2025/QH15;
Pursuant to the Investment Law No. 61/2020/QH14; Law amending and supplementing some Articles of the Planning Law, Investment Law, Public-Private Partnership Investment Law, and Bidding Law No. 57/2024/QH15;
At the proposal of the Minister of Finance;
The Government promulgates this Decree amending and supplementing certain Articles of Decree No. 38/2018/NĐ-CP dated March 11, 2018 of the Government detailing investment for SMEs and startups.
Article 1. Amending, supplementing, and abolishing certain Articles of Decree No. 38/2018/NĐ-CP dated March 11, 2018 of the Government detailing investment for SMEs and startups
1. Supplement Clause 5, Clause 6 of Article 2 as follows:
"5. Convertible investment instruments are financial tools aimed at providing capital to SMEs and startups through investment contracts between startup investment funds and SMEs and startups, accompanied by terms allowing conversion into shares, equity contributions, or other forms of ownership as determined in advance in the investment contract.
6. Share purchase rights are derivative investment tools from investment contracts between SMEs and startups and startup investment funds, granting the fund the right to purchase new shares under conditions specified in advance in the investment contract."
2. Amend Article 5 as follows:
"Article 5. Startup Investment Fund
1. A startup investment fund does not have legal personality, established with the participation of two to a maximum of thirty investors based on the Fund's Charter. A startup investment fund shall not contribute capital to another startup investment fund.
2. Capital contributions can be in Vietnamese Dong, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
3. Investment portfolio of the startup investment fund:
a) Investing in SMEs and startups. The total investment amount shall not exceed 50% of the charter capital of the enterprise after receiving investment;
b) Investing in convertible investment instruments;
c) Investing in share purchase rights at SMEs and startups. This transaction shall not be transferred to third parties.
4. A startup investment fund may use idle capital from investor contributions to deposit money with fixed terms or purchase deposit certificates at credit institutions in accordance with the law but must ensure capital safety. The fund management company may only deposit money and purchase deposit certificates at credit institutions approved by the Fund’s Board.
5. All contributed capital and assets of investors in the fund must be recorded independently from the source capital and assets of the company managing the fund. Investors contributing capital to establish the fund shall negotiate about the authority to decide on the investment portfolio and this must be stipulated in the Fund’s Charter and contract with the fund management company (if any)."
3. Amend Clause 2 of Article 7 as follows:
"2. Investors of the fund may establish or hire a fund management company to manage the startup investment fund. The fund management company has the responsibility to complete the establishment procedures of the fund in accordance with the law. During the management of the startup investment fund, the fund management company:
a) Shall not use the fund’s capital and assets to invest in itself;
b) Shall not use the fund’s capital and assets for commercial lending or guaranteeing any commercial loans;
c) Shall not use the fund’s capital and assets to invest in listed stocks, registered trading stocks, bonds, or fund certificates in accordance with securities laws;
d) Shall not commit to profits in fundraising documents and activities of the fund."
4. Amend Article 11 as follows:
"Article 11. Notification of Establishment of a Startup Investment Fund
1. Within five working days from the date of establishment of the startup investment fund, the fund management company shall submit a notification filing (directly or online via the administrative procedure information system of the provincial People's Committee) to the Provincial Business Registration Agency regarding the establishment of the fund before it commences operations. The notification filing includes the following documents:
a) Notification of the establishment of the fund according to Form No. 01a and Form No. 01b attached to this Decree;
b) Fund Charter;
c) Contract for hiring a fund management company (if applicable);
d) Bank confirmation of the scale of contributed capital or related documents for capital contribution by land use rights value according to land law regulations or other asset contribution documents according to business law regulations.
đ) Decision of the Shareholders' Meeting or Management Board, decision of the Members' Council or owner consistent with the company's Charter of organizational investors contributing capital regarding their participation in capital contribution to the fund and appointment of representatives to manage the contributed capital along with personal files of the capital contribution representatives.
2. The Provincial Business Registration Agency shall be responsible for examining the validity of the notification filing within fifteen working days from the date of receipt of the filing.
3. In case the notification filing as stipulated in Clause 1 of this Article is valid, the Provincial Business Registration Agency shall send a notification letter to the fund management company confirming the valid establishment of the fund according to Form No. 07 attached to this Decree (simultaneously sent to the Ministry of Finance for monitoring). In case the notification filing is invalid, the Provincial Business Registration Agency shall notify the fund management company and clearly state the reasons, and any required amendments or supplements (if applicable)."
4. Within five working days from the date of the valid establishment announcement of the fund, the company managing the fund shall disclose information on the establishment of the startup investment fund on its electronic website or portal.
5. The company managing the fund and investors shall be responsible under the law for the truthfulness and accuracy of the information declared in the establishment notification dossier and accompanying documents. The provincial business registration agency shall be responsible for the validity of the establishment notification and accompanying documents, but shall not be liable for any violations of the law committed by the company managing the fund and investors before and after the registration of the fund's establishment.
6. The provincial business registration agency shall not resolve disputes among investors, between investors and the company managing the fund, or with other organizations and individuals.
7. The company managing the fund shall submit the establishment notification dossier (either directly or online through the administrative procedure information system of the provincial People's Committee) to the provincial business registration agency where the company managing the fund is headquartered regarding the following changes: Increase or decrease in the fund's capital contribution; extension of the fund's operating period; dissolution of the fund; transfer of the fund's capital contribution shares among investors.
5. Amend Clause 4 and Clause 5 of Article 12 as follows:
"4. Within seven days after completing the increase or decrease in the fund's capital contribution, the company managing the fund shall submit the establishment notification dossier (either directly or online through the administrative procedure information system of the provincial People's Committee) to the provincial business registration agency. The notification dossier shall include the following documents:
a) Notification of the increase or decrease in the capital contribution of the startup investment fund according to Model No. 02 attached to this Decree;
b) Resolution of the Investor Assembly on the increase or decrease in the fund's capital contribution and related documents (if any);
c) Amended Charter of the Fund (if any);
d) Minutes of the agreement on capital contribution and list of investors, amount of capital contributed, ownership ratio before and after the increase or decrease in the fund's capital contribution;
đ) Certificate of the company managing the fund on the additional capital contributed and the asset portfolio contributed to the fund in the case of an increase in the fund's capital contribution. Confirmation letter of the company managing the fund on the allocation of assets to each investor, specifying the asset portfolio allocated to the investor in the case of a decrease in the fund's capital contribution.
5. The procedure for notifying the increase or decrease in the fund's capital contribution, the responsibilities of the company managing the fund, and the provincial business registration agency shall be carried out similarly to the procedure for notifying the establishment of the fund as stipulated in Article 11 of this Decree."
6. Amend Clause 2 and Clause 3 of Article 13 as follows:
"2. At least fifteen days prior to the end of the fund's operating period, the company managing the fund shall submit the extension notification dossier (either directly or online through the administrative procedure information system of the provincial People's Committee) to the provincial business registration agency where the company is headquartered regarding the extension of the fund's operating period. The notification dossier shall include the following documents:
a) Notification of the extension of the fund's operating period according to Model No. 03 attached to this Decree;
b) Resolution of the Investor Assembly of the fund on the extension of the fund's operating period, specifying the extended operating period of the fund;
c) Detailed investment portfolio and net asset value report of the fund at the latest valuation date up to the submission of the extension dossier;
d) Changes in investors and the Fund Charter (if any).
3. The procedure for notifying the extension of the fund's operating period, the responsibilities of the company managing the fund, and the provincial business registration agency shall be carried out similarly to the procedure for notifying the establishment of the fund as stipulated in Article 11 of this Decree."
7. Amend Article 15 as follows:
"Article 15. Procedure for Notifying the Dissolution of the Fund
1. Within seven days from the date the Investor Assembly approves the dissolution of the fund, the company managing the fund shall submit the dissolution notification dossier (either directly or online through the administrative procedure information system of the provincial People's Committee) to the provincial business registration agency where the company is headquartered regarding the dissolution of the fund. The notification dossier shall include the following documents:
a) Notification of the dissolution of the fund according to Model No. 04 attached to this Decree;
b) Resolution of the Investor Assembly on the dissolution of the fund, accompanied by the liquidation plan and timeline, and distribution scheme approved by the Investor Assembly, specifying the principle for determining the asset value on the dissolution date and the liquidation period consistent with the law, the Fund Charter, and the valuation manual; the method of distributing assets to investors and providing information to investors about the liquidation and distribution process;
c) Written commitment signed by the legal representative of the company managing the fund to take responsibility for completing the liquidation procedures to dissolve the fund.
2. The procedure for notifying the dissolution of the fund, the responsibilities of the company managing the fund, and the provincial business registration agency shall be carried out similarly to the procedure for notifying the establishment of the fund as stipulated in Article 11 of this Decree.
3. The liquidation activities and the liquidation period of the fund shall be implemented according to the dissolution plan approved by the Investor Assembly, but not exceeding one year from the date of publication of the dissolution notification. During the liquidation period for the purpose of dissolving the fund, management fees, supervision fees, and other costs shall be collected according to the fee schedule approved by the Investor Assembly. After the dissolution of the fund, monthly, the company managing the fund shall provide investors with information on the payment level per unit of capital contribution, expenses incurred during the period, remaining net asset value of the fund, and the value of distributed assets to investors. Notifications sent to investors must be provided to the provincial business registration agency for monitoring and oversight."
4. In case the dissolution result announcement is inaccurate or there are forged documents, the fund management company, relevant organizations, and individuals shall jointly be liable for payment of outstanding debts and bear individual responsibility under the law for consequences arising within three years from the date the dissolution result report is sent to the Provincial Business Registration Agency.
8. Amend Article 17 as follows:
"Article 17. Transfer of Investment Shares
1. Except where the fund charter or law provides otherwise, investors contributing capital to the fund may freely transfer their investment shares in the fund. The transfer of part or all of the investment shares in the fund must ensure that, after the transfer, the number of investors in the fund meets the conditions stipulated in Clause 1 of Article 5 of this Decree.
2. Within fifteen days from the completion of the share transfer transaction, the fund management company shall submit notification documents (either directly or online through the administrative procedure information system of the provincial People's Committee) to the Provincial Business Registration Agency where the company's main office is located. The notification documents shall include the following:
a) Notification on the transfer of investment shares of investors according to Model No. 05 attached to this Decree, specifying information about the parties involved in the transaction, ownership ratios before and after the transaction, and the transaction value;
b) A certified copy of the share transfer agreement of the investors by the fund management company.
3. The procedures for notifying the transfer of investment shares of investors, responsibilities of the fund management company, and the Provincial Business Registration Agency shall be carried out similarly to the procedures for notifying the establishment of the fund as prescribed in Article 11 of this Decree.
9. Amend Article 18 as follows:
"Article 18. Reporting and Inspection of Startup Investment Fund Activities
1. Before January 15 each year, enterprises engaged in startup investment activities and fund management companies for startup investment funds shall be responsible for submitting activity reports according to Model No. 06 attached to this Decree to the Ministry of Finance for publication on the National Portal for Supporting Small and Medium Enterprises.
2. The Provincial Business Registration Agency has the right to directly or request competent state agencies to inspect the fund management company regarding the contents of the fund establishment notification, changes in the fund's capital contribution, extension of the fund's operating period, fund dissolution, share transfers among fund investors, and other related documents concerning the fund as prescribed in this Decree and other relevant laws.
10. Amend Article 27 as follows:
"Article 27. Evaluation of Investment Implementation
Local state financial organizations shall organize the evaluation of the implementation of startup investment activities using local budgets, report to the provincial People's Committee and the Ministry of Finance in accordance with Article 31 of the Law on Support for Small and Medium Enterprises.
11. Amend and supplement Article 28 as follows:
"Article 28: Responsibilities of the Ministry of Finance
1. Take the lead and coordinate with ministries, sectors, and provincial-level People's Committees to monitor, summarize, and evaluate the implementation of this Decree and propose amendments and supplements to this Decree when necessary.
2. Provide accounting guidance to enterprises engaged in startup investment activities, fund management companies for startup investment funds, and startup investment funds when encountering difficulties during operations.
12. Repeal Article 29.
13. Amend Clause 3 of Article 30 as follows:
"3. Regular annual and ad hoc reports submitted to the Ministry of Finance on the implementation of startup investment activities in accordance with this Decree."
Article 2. Amend and supplement the Appendix issued together with Decree No. 38/2018/NĐ-CP dated March 11, 2018 of the Government detailing investment for small and medium-sized enterprises engaged in innovative startups
1. Amend Sample No. 01a and Sample No. 01b to become Sample No. 01a and Sample No. 01b in the Appendix accompanying this Decree.
2. Supplement Sample No. 07 and Sample No. 08 in the Appendix accompanying this Decree.
Article 3. Transitional Provisions
1. Venture capital funds established and operating in accordance with the provisions of Decree No. 38/2018/NĐ-CP dated March 11, 2018 of the Government detailing investment for small and medium-sized enterprises engaged in innovative startups (having received a valid establishment notification from the competent authority) before the effective date of this Decree shall not be required to comply with the provisions of Clause 2, Article 1 of this Decree.
2. Venture capital funds that have been notified by the company managing the fund to the provincial business registration agency at the location of the company's headquarters for examination of validity but have not yet received a notification from the provincial business registration agency regarding the lawful establishment of the fund before the effective date of this Decree must comply with the provisions of Clause 2, Article 1 of this Decree.
Article 4. Implementation provisions
1. This Decree takes effect from September 15, 2025.
2. The Minister, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees under central cities, and related agencies and organizations are responsible for implementing this Decree.
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Place of Receipt: The Central Committee of the Communist Party of Vietnam; Prime Minister, Deputy Prime Ministers; Ministries, ministerial-level agencies, government-affiliated agencies; People's Councils, People's Committees of provinces, centrally governed cities Central Office and relevant Committees of Da Office of the General Secretary; President's Office; National Ethnic Council and Committees of the National Assembly; National Assembly Office; Supreme People's Court; Supreme People's Procuracy; State Audit Agency; - To be filed: VT, NN (2b) Central Agencies of political-social organizations; VPCP: Deputy Prime Minister, Deputy Chief Advisors, Assistant to the Prime Minister, General Director of the State Treasury Company. various Departments, Bureaus, subordinate units, Official Gazette; To be filed: VT, Business Registration Department (2b) |
PRIME MINISTER DEPUTY PRIME MINISTER DEPUTY PRIME MINISTER (Signed) Nguyen Chi Dung |
NAME OF THE COMPANY IMPLEMENTING
MANAGEMENT OF THE INVESTMENT FUND
FOR STARTUP INNOVATION
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
-----------------------------
| Number: ... | ..., date..., month..., year... |
NOTICE
Regarding the establishment of the Startup Innovation Investment Fund
Respectfully submitted to: ...
Name of enterprise (in uppercase letters): …
Notification on the establishment of the Startup Innovation Investment Fund with the following contents:
1. Fund Name:
Fund name in Vietnamese (in uppercase letters): …
Fund name in foreign language (if applicable): …
Abbreviation of the fund name (if applicable): …
2. Main office address:
House number, alley, lane, street/village/hamlet:…
Commune/Ward:…
Province/City:…
Telephone: …Fax: …
Email: …Website:…
3. Capital contribution of the fund (in figures; VND):
………………………………………………………………………………………………
4. Sources of capital contribution of the fund:
|
Type of source |
Percentage (%) |
Amount (in figures; VND) |
|
Domestic capital |
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|
|
Foreign capital |
|
|
|
Other capital |
|
|
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Total |
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5. List of fund investors (to be declared according to the model): Attached
6. Fund Board of Directors (to be declared if applicable):
- Full name (in uppercase letters):…Gender:…
- Date of birth: …/…/…Ethnicity: …Nationality: …
- Identity Card/Identity Card No.: …
Date of issue: …/…/….. Issuing place: …
- Other personal identification documents (if no Identity Card/Identity Card): …
Personal identification document No.:…
Date of issue: …/…/… Expiry date: …/…/… Issuing place: …
- Place of permanent residence registration:
House number, alley, lane, street/village/hamlet:…
Commune/Ward:…
Province/City:…
Country:…
- Current place of residence:
House number, alley, lane, street/village/hamlet:…
Commune/Ward:…
Province/City:…
Country:…
- Contact information:
Phone:…Email:…
(To be declared similarly for subsequent members of the Fund Board of Directors)
7. Fund Director (to be declared if applicable):
(To be declared similarly as the information for members of the Fund Board of Directors)
8. Detailed information:
Start date of operation:…
Duration of fund operation: …/…/……… to …/………/…
Total number of investors:…
Bank account: …
Company …(name of the company managing the fund) commits:
- The Startup Innovation Investment Fund …(fund name) is under lawful management and control of Company …(name of the company managing and controlling the fund); operates in accordance with the purpose of establishing the Fund and the laws;
- Assumes full responsibility under the law for the legality, accuracy, and truthfulness of the content of this Notification and the attached documents.
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Documents attached: |
LEGAL REPRESENTATIVE |
Model No. 01b
LIST OF INVESTORS CONTRIBUTING CAPITAL TO THE STARTUP INNOVATION INVESTMENT FUND
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Serial number |
Investor's name |
Date of birth for individual investors |
Gender |
Nationality |
Ethnicity |
Current residence for individual investors |
Place of permanent residence registration for individuals; main office address for organizations |
ID card number, date, issuing authority for individuals; business registration certificate (or equivalent certificates) for enterprises; decision on establishment for organizations |
Capital contribution |
Contribution date |
Signature of investor |
Remarks3 |
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Value of capital contribution (in figures; VND)1 |
Percentage (%) |
Type of asset, quantity, value of contributed assets2 |
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5 |
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7 |
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11 |
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15 |
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______________________________
1 Total value of each investor's capital contribution
2 Types of contributed assets include:
- Vietnamese currency
- Land use right value
- Other assets
3 The provincial business registration agency will record the notes as requested by the enterprise
Form No. 07
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DEPARTMENT OF FINANCE |
SOCIALIST REPUBLIC OF VIET NAM |
|
No.:... |
………, day ……. month…..year…… |
NOTICE
Regarding the processing of the establishment registration dossier
Startup Innovation Investment Fund…(Name of the startup innovation investment fund)
Respectfully submitted to: Company…
(Name of the company managing the fund)
- Based on Decree No. 38/2018/NĐ-CP dated March 11, 2018 of the Government detailing investment for small and medium-sized enterprises engaged in innovative startups and this Decree;
- Based on the establishment registration dossier of the Startup Innovation Investment Fund …received on ……… of Company …(name of the company managing the fund);
After reviewing the dossier, Room …, province/city …announces the result of the establishment registration dossier processing of the Startup Innovation Investment Fund…as valid. Specific information:
1. Fund name:
2. Main office address:
3. Capital contribution of the fund:
4. Start date of operation:
5. Duration of fund operation:
6. Total number of investors:
The Startup Innovation Investment Fund …is under management and control of Company …; operates in accordance with the purpose of establishing the Fund and the laws.
Company …(name of the company managing the fund) assumes full responsibility under the law for the truthfulness and accuracy of the information declared in the registration notification dossier and the attached documents.
Room …announces for the enterprise to be aware.
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Place of Receipt: |
DEPARTMENT HEAD |
Form No. 08
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DEPARTMENT OF FINANCE |
SOCIALIST REPUBLIC OF VIET NAM |
|
No.: … |
………, day ……. month…..year…… |
NOTICE
Regarding the matter of increasing capital contribution/reducing capital contribution/extending operating time/transferring part of the capital contribution/dissolution of the Innovative Startup Investment Fund......(Name of the Innovative Startup Investment Fund)
Respectfully submitted to: Company ...
(Name of the company managing the fund)
- Based on Decree No. 38/2018/NĐ-CP dated March 11, 2018 of the Government detailing investment for small and medium-sized enterprises engaged in innovative startups and this Decree;
- Based on the application for increasing capital contribution/reducing capital contribution/extending operating time/dissolution of the Innovative Startup Investment Fund ...received on ...from Company ...(name of the company managing the fund);
The Department ...announces that the application for increasing capital contribution/reducing capital contribution/extending operating time/transferring part of the capital contribution/dissolution of the Innovative Startup Investment Fund has been deemed valid.
Company …(name of the company managing the fund) assumes full responsibility under the law for the truthfulness and accuracy of the information declared in the registration notification dossier and the attached documents.
The Department ...announces this information for the enterprise's knowledge./.
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Place of Receipt: |
DEPARTMENT HEAD |
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