Decree 210/2025/ND-CP amend Decree 38/2018/ND-CP on innovative startup small- and medium-sized enterprises

DECREE

Amending and supplementing a number of articles the Government’s Decree No. 38/2018/ND-CP dated March 11, 2018, prescribing in detail investment in innovative startup small- and medium-sized enterprises

Pursuant to the Law on Organization of the Government No. 63/2025/QH15;

Pursuant to the Law on Organization of Local Administration No. 72/2025/QH15;

Pursuant to the Law on Support for Small- and Medium-Sized Enterprises No. 04/2017/QH14;

Pursuant to the Law on Enterprises No. 59/2020/QH14, which had a number of articles amended and supplemented under Law No. 03/2022/QH15, Law Amending and Supplementing a Number of Articles of the Law on Enterprises No. 76/2025/QH15;

Pursuant to the Law on Investment No. 61/2020/QH14; Law Amending and Supplementing a Number of Articles of the Planning Law, Investment Law, Law on Investment in the Form of Public-Private Partnership and Bidding Law No. 57/2024/QH15;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree amending and supplementing a number of articles the Government’s Decree No. 38/2018/ND-CP dated March 11, 2018, prescribing in detail investment in innovative startup small- and medium-sized enterprises.

Article 1. Amending, supplementing and annulling a number of articles the Government’s Decree No. 38/2018/ND-CP dated March 11, 2018, prescribing in detail investment in innovative startup small- and medium-sized enterprises

1. To add Clauses 5 and 6, Article 2 as follows:

“5. Convertible investment instrument means a financial instrument for capital provision to innovative startup small- and medium-sized enterprises through an investment contract between an innovative startup investment fund and an innovative startup small- and medium-sized enterprise, accompanied by terms permitting conversion into shares, contributed capital, or other forms of ownership as specified in the investment contract.

6. Right to purchase shares means a derivative investment instrument originating from an investment contract between an innovative startup small- and medium-sized enterprise and an innovative startup investment fund, entitling the fund to purchase new shares under conditions specified in the investment contract.”

2. To amend Article 5 as follows:

“Article 5. Innovative startup investment funds

1. An innovative startup investment fund has no legal person status, and may be formed from capital amounts contributed by from 2 to no more than 30 investors on the basis of the fund’s charter. An innovative startup investment fund may not contribute capital to another one.

2. Contributions may be made in Vietnam dong, land use rights, intellectual property rights, technology, technical know-how, or other assets which can be valued in Vietnam dong.

3. Investment activities of an innovative startup investment fund:

a) Making investment in innovative startup small- and medium-sized enterprises, with the total investment not exceeding 50% of the charter capital of the invested enterprise;

b) Making investment in convertible investment instruments;

a) Making investment in rights to purchase shares in innovative startup small- and medium-sized enterprises. This transaction may not be transferred to third parties.

4. An innovative startup investment fund may use idle capital from investors’ contributions to make term deposits or purchase certificates of deposit at credit institutions in accordance with the law, provided that capital safety is ensured. The fund management company may only make deposits and purchase certificates of deposit at credit institutions approved by the fund’s representative board.

5. All contributed capital amounts and assets of investors at an innovative startup investment fund shall be accounted independently from the capital and assets of the company managing the fund. Investors contributing capital to establish an innovative startup investment fund shall reach agreement among themselves on the competence to decide on investment activities and such agreement shall be stated in the fund’s charter and contract (if any) signed with the company managing the fund.”

3. To amend Clause 2, Article 7 as follows:

“2. Investors in an innovative startup investment fund may establish or hire a company managing the innovative startup investment fund to manage the fund. This company shall carry out procedures for formation of the fund in accordance with the law. When managing the fund, the fund-managing company shall:

a) Not use the fund’s capital or assets to invest in the fund itself;

b) Not use the fund’s capital or assets to provide commercial loans or guarantee any commercial loans;

c) Not use the fund’s capital or assets to invest in listed shares, shares registered for trading, bonds, or fund certificates under securities law;

d) Not commit to any profits in the fund’s capital mobilization documents and activities.”

4. To amend Article 11 as follows:

“Article 11. Notification of formation of innovative startup investment funds

1. Within 5 working days after an innovative startup investment fund is formed and before the fund commences operation, the company managing the fund shall send a notification dossier of the fund formation, directly or online to the administrative procedure information system of the provincial-level People’s Committee, to the provincial-level business registration agency of the place where the company is headquartered. This notification dossier must comprise:

a) A notification of the fund formation, made according to Forms No. 01a and No. 1b in the Appendix to this Decree;

b) The fund’s charter;

c) The contract (if any) hiring the company managing the fund;

d) The bank’s written certification of the contributed capital amount, or documents related to capital contribution in the form of land use rights value in accordance with the land law, or documents related to capital contribution in other assets in accordance with the law on enterprises;

dd) The decision of the general meeting of shareholders or Board of Directors, or decision of the Members’ Council or the owner, in accordance with the company charter of the institutional investor contributing capital to the fund, on the contribution of capital to the fund, and appointment of an authorized representative to manage the contributed capital amount enclosed with his/her resume.

2. Within 15 working days after receiving the dossier, the provincial-level business registration agency shall consider the validity of the notification dossier.

3. In case the notification dossier specified in Clause 1 of this Article is valid, the provincial-level business registration agency shall send a document on the lawful formation of the fund to the company managing the fund, using Form No. 07 in the Appendix to this Decree, and at the same time, send such document to the Ministry of Finance for monitoring. If the notification dossier is invalid, the provincial-level business registration agency shall inform such in writing to the company managing the fund, stating the reason and requirements (if any) for modification and supplementation.

4. Within 5 working days after notifying the lawful formation of the fund, the company managing the fund shall disclose on its website or portal information on the formation of the innovative startup investment fund.

5. The company managing the fund and the investor shall take responsibility before law for the truthfulness and accuracy of the information declared in the notification dossier of the formation of the fund and enclosed papers. The provincial-level business registration agency shall take responsibility for the validity of such notification and enclosed papers but not be answerable for the violations committed by the company managing the fund and investors before and after the fund formation registration.

6. The provincial-level business registration agency shall not settle disputes between investors and between investors and the company managing the fund or other organizations and individuals.

7. The company managing the fund shall send the notification dossier, directly or online to the administrative procedure information system of the provincial-level People’s Committee, to the provincial-level business registration agency of the locality where the company managing the fund is headquartered of the following changes: increase or decrease in contributed capital amounts of the fund; extension of the operation duration; dissolution of the fund; and transfer of contributed capital amounts among investors in the fund.”

5. To amend Clauses 4 and 5, Article 12 as follows:

“4. Within 7 days after completing the increase or decrease in contributed capital amounts of the fund, the company managing the fund shall send the notification dossier, directly or online to the administrative procedure information system of the provincial-level People’s Committee, to the provincial-level business registration agency. This notification dossier must comprise:

a) A notification of the increase or decrease in contributed capital amounts of the fund, made according to Form No. 02 in the Appendix to this Decree;

b) A resolution of the congress of investors regarding such increase or decrease and relevant papers (if any);

c) The revised charter of the fund (if any);

d) The written agreement on capital contribution and list of capital contributors, contributed capital amounts of investors and their holdings before and after the increase or decrease;

dd) The written certification of additionally contributed capital amounts and list of contributed assets of the fund, in case of increase in contributed capital amounts. The written certification of the distribution of assets to each investor, enclosed with a list of distributed assets, issued by the company managing the fund, in case of decrease in contributed capital amounts of the fund.

5. Procedures for notifying the increase or decrease in contributed capital amounts of the fund, and responsibilities of the company managing the fund and provincial-level business registration agency are the same as those for notifying the formation of the fund prescribed in Article 11 of this Decree.”

6. To amend Clauses 2 and 3, Article 13 as follows:

“2. At least 15 days before the fund’s operation duration expires, the company managing the fund shall send a notification dossier of the extension of the fund’s operation duration, directly or online to the administrative procedure information system of the provincial-level People’s Committee, to the provincial-level business registration agency of the place where the company is headquartered. This notice dossier must comprise:

a) A notification on the extension of the fund’s operation duration, made according to Form No. 03 in the Appendix to this Decree;

b) The resolution of the fund’s congress of investors on the extension, stating the extended period;

c) A detailed investment portfolio and report on the net asset value of the fund as of the last date of valuation, calculated to the date of submission of the dossier of request for extension;

d) Change in investors or the fund’s charter (if any).

3. Procedures for notifying the extension of the fund’s operation duration, and responsibilities of the company managing the fund and provincial-level business registration agency are the same as those for notifying the formation of the fund prescribed in Article 11 of this Decree.”

7. To amend Article 15 as follows:

“Article 15. Procedures for notifying dissolution of the fund

1. Within 7 days after the congress of investors approves the dissolution of the fund, the company managing the fund shall send a notification dossier of such dissolution, directly or online to the administrative procedure information system of the provincial-level People’s Committee, to the provincial-level business registration agency of the place where the company is headquartered. This notification dossier must comprise:

a) A notification of the fund dissolution, made according to the Form No. 04 in the Appendix to this Decree;

b) The resolution of the congress of investors on the dissolution of the fund, enclosed with a plan and roadmap for asset liquidation and distribution approved by the congress of investors, which must state the principles of valuation of assets as of the date of dissolution and time of asset liquidation as prescribed by law, the fund’s charter and valuation manual; and method of distribution of assets to investors and provision of information on asset liquidation and distribution to investors;

c) A written commitment signed by the at-law representative of the company managing the fund on completion of asset liquidation procedures for dissolution of the fund.

2. Procedures for notifying the dissolution of the fund, and responsibilities of the company managing the fund and provincial-level business registration agency are the same as those for notifying the formation of the fund prescribed in Article 11 of this Decree.

3. Liquidation of the fund’s assets and the time limit for such liquidation must comply with the fund dissolution plan approved by the congress of investors but must be within 1 year from the date of disclosing the notification of dissolution of the fund. During the liquidation of the fund’s assets for dissolution, management expenses, supervision expenses and other expenses shall be collected at the rates approved by the congress of investors. After the date of dissolution of the fund, the company managing the fund shall monthly provide investors with information on the rate of payment per a contributed capital amount, expenses arising in the period, the fund’s remaining net asset value and asset values distributed to investors. The notification sent to the investors shall also be provided to the provincial-level business registration agency for monitoring and supervision.

4. In case the notice of the fund dissolution result is inaccurate or contains forged documents, the company managing the fund and related organizations and individuals shall take joint responsibility for paying the unpaid debts and take personal responsibility before law for the consequences caused for 3 years from the date of notifying the fund dissolution result to the provincial-level business registration agency”.

8. To amend Article 17 as follows:

“Article 17. Transfer of contributed capital amounts of investors

1. Unless otherwise prescribed by the fund’s charter or law, investors contributing capital to the fund may freely transfer such contributed capital amounts. The transfer of part or the whole of contributed capital amounts to the fund must ensure that after the transfer, the number of investors in the fund complies with the conditions specified in Clause 1, Article 5 of this Decree.

2. Within 15 days after completing the contributed capital transfer transactions, the company managing the fund shall send a notification dossier, directly or online to the administrative procedure information system of the provincial-level People’s Committee, to the provincial-level business registration agency of the place where the company is headquartered. This notification dossier must comprise:

a) A notification of the transfer of contributed capital amounts of investors, made according to Form No. 05 in the Appendix to this Decree, which must state information on parties to the transaction, their holding rates (before and after the transaction), and value of the transaction;

b) A copy of the transfer contract of investors, certified by the company managing the fund.

3. Procedures for notifying the contributed capital transfer of investors, and responsibilities of the company managing the fund and provincial-level business registration agency are the same as those for notifying the formation of the fund prescribed in Article 11 of this Decree.”

9. To amend Article 18 as follows:

“Article 18. Reporting on and inspection of operation of innovative startup investment funds

1. Before January 15 every year, enterprises investing in innovative startups and companies managing innovative startup investment funds shall send reports on their operation, made according to Form No. 06 in the Appendix to this Decree, to the Ministry of Finance for disclosure on the national portal on support for innovative startup small- and medium-sized enterprises.

2. Provincial-level business registration agencies may inspect or request competent state agencies to inspect companies managing funds in terms of contents of the notice of formation of the fund, increase or decrease in contributed capital amounts of the fund, extension of the operation duration, dissolution of the fund, and transfer of contributed capital amounts among investors in the fund, and other documents on the fund in accordance with this Decree and relevant laws”.

10. To amend Article 27 as follows:

“Article 27. Investment evaluation

Local state financial institutions shall evaluate their investments in innovative startups using local budget funds and send reports on the implementation thereon to provincial-level People’s Committees and the Ministry of Finance under Article 31 of the Law on Support for Small- and Medium-Sized Enterprises.”

11. To amend Article 28 as follows:

“Article 28. Responsibilities of the Ministry of Finance

1. To assume the prime responsibility for, and coordinate with other ministries, sectors and provincial-level People’s Committees in, monitoring, summarizing and evaluating the implementation of this Decree, and propose amendments and supplements to this Decree when necessary.

2. To provide accounting guidelines for enterprises investing in innovative startups, companies managing innovative startup investment funds and innovative startup investment funds to solve problems they face during their operation.”

12. To annul Article 29.

13. To amend Clause 3, Article 30 as follows:

“3. To send annual and extraordinary reports on the implementation of investment in innovative startups to the Ministry of Finance in accordance with this Decree.”

Article 2. Amending and supplementing Appendices to the Government’s Decree No. 38/2018/ND-CP dated March 11, 2018, prescribing in detail investment in innovative startup small- and medium-sized enterprises

1. To replace Forms No. 01a and No. 1b with Forms No. 01a and No. 1b in the Appendix to this Decree.

2. To add Forms No. 07 and No. 08 in the Appendix to this Decree.

Article 3. Transitional provisions

1. Innovative startup investment funds that have been established and operated in accordance with the Government's Decree No. 38/2018/ND-CP dated March 11, 2018, prescribing in detail investment in innovative startup small- and medium-sized enterprises (having received a valid notice of fund formation from a competent agency) before the effective date of this Decree shall not be required to comply with Clause 2, Article 1 of this Decree.

2. Innovative startup investment funds for which the fund-managing company has submitted a notice to the provincial-level business registration agency at the location where the company is headquartered for validity review but has not yet received a written notice from the provincial-level business registration agency confirming lawful establishment before the effective date of this Decree must comply with Clause 2, Article 1 of this Decree.

Article 4. Implementation provisions

1. This Decree takes effect from September 15, 2025.

2. Ministers, Heads of ministerial-level agencies, Heads of Government-attached agencies, chairpersons of People’s Committees of provinces and centrally-run cities, and related agencies, organizations and individuals shall implement this Decree.