VietnameseDecree No. 210/2025/ND-CP amending Decree No. 38/2018 on investment for startups was promulgated on July 21, 2025.
Clause 2 Article 1 of Decree No. 210/2025/ND-CP (effective from September 15, 2025) amends and supplements Article 5 of Decree No. 38/2018/ND-CP regarding the startup investment fund.
(1) The startup investment fund has no legal status, and is established by at least 02 and no more than 30 investors based on the fund's charter. The startup investment fund is not allowed to contribute capital to another startup investment fund.
(2) Contributed assets include 06 types:
Vietnamese dong;
Land use rights;
Intellectual property rights;
Technology;
Technical know-how;
Other assets that can be valued in Vietnamese dong.
(3) List of investment activities of the startup investment fund:
Investment in innovative small- and medium-sized enterprises (SMEs). The total investment must not exceed 50% of the charter capital of the enterprise after receiving the investment;
Investment in convertible investment instruments;
Investment in the rights to purchase shares in innovative SMEs. This transaction must not be transferred to third parties.
(4) The startup investment fund is allowed to use idle capital from investors' contributed capital 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 deposit money and purchase certificates of deposit at credit institutions that have been approved by the fund’s representative board.
(5) All contributed capital and assets of investors in the fund must be accounted for separately from the capital and assets of the fund management company.
Investors who contribute capital to establish the fund shall agree on the authority to decide on the list of investment activities, and this content must be specified in the fund's charter and the contract with the fund management company (if any).
Compared to previous regulations under Decree No. 38/2018/ND-CP, Decree No. 210/2025/ND-CP introduces the following amendments and supplements:
Legal status and number of investors: Adds a condition requiring a minimum of 02 investors;
Contributed assets: Adds intellectual property rights, technology, and technical know-how. Removes “gold”;
Contributed capital from loans: Removes the prohibition on using loan capital;
Investment portfolio: Expands the forms of investment and financial instruments;
Deposits and certificates of deposit: Specifies deposit conditions, including requirements for credit institutions.
