CDLAF – AEF (2026): Article 3: The Legal Conditions That Cannot Be Overlooked

1. From Investment Opportunities to Legal Issues

On 28 October, within the framework of the Autumn Economic Forum 2026 (AEF 2026), Ho Chi Minh City announced 12 investment projects with a total capital of approximately USD 13.58 billion and held a ceremony to present the decisions recognizing the first 10 members of the Vietnam International Financial Centre in Ho Chi Minh City (VIFC-HCMC).

These announcements open opportunities for cooperation and investment, and they also raise an important question: what determines whether commitments can be translated into actual business activity? From a legal perspective, businesses need to establish clearly the status of the project, the conditions that remain to be satisfied, and the mechanisms that ensure the parties perform their commitments.

2. Three Legal Issues That Need to Be Clarified

Before participating in an investment or business cooperation opportunity, a business needs to answer three questions: what stage the opportunity has reached, which conditions remain to be completed, and which mechanisms ensure that the commitments will be performed.

First, it is necessary to distinguish among a cooperation idea, an agreement in principle, an investment commitment, and a project that has satisfied the conditions for implementation. The title of a document or the scale of the announced capital does not, by itself, determine how far a transaction has progressed toward completion.

In addition, a business needs to distinguish among capital expected to be mobilized, registered capital, committed capital contributions, and capital that has actually been implemented. These indicators reflect different statuses; they cannot be used interchangeably, nor should they automatically be regarded as capital that has already been put into actual operation.

3. From Identifying Risks to Legal Solutions

To assess the feasibility of implementation, a business needs to review the legal file of the project. An investment policy approval, an investment registration certificate, and a sector-specific license serve different legal functions, and holding one type of document does not mean that all conditions for implementation have been completed. Similarly, the legal consequences of a cooperation instrument should be assessed on the basis of its content, the parties involved, their intentions, and the applicable law.

A business also needs to identify the conditions that remain to be satisfied under sector-specific legislation, such as those relating to planning, land, construction, and the environment, depending on the individual project. Clarifying responsibilities, completion deadlines, and the effect of delays on the schedule and costs will help the parties manage risks proactively.

Before signing, a business should conduct legal and commercial due diligence on its counterparty, including verification of its legal status, signing authority, financial capacity, and relevant obligations. The scope of due diligence should be appropriate to the nature of the transaction and the level of risk.

During implementation, the contract should clearly set out responsibilities, schedules, the authority to approve changes, and the measures to be taken when a party fails to perform its obligations. For example, if a contract for supplying a logistics project does not provide how the delivery schedule is to be adjusted when the site is not ready, the parties may come into dispute over the schedule and costs. Such risks should be taken into account from the contract drafting stage.

4. Legal Capacity Enables Businesses to Participate in Supply Chains

At the dialogue with the Managing Director of the World Economic Forum (WEF) on 28 October, the Prime Minister set out an orientation to move from “investing in Vietnam” to “investing together with Vietnam,” linking investment activity with domestic enterprises, research institutes, universities, and suppliers.

For this orientation to generate real value, cooperation opportunities need to be converted into commercial relationships that are capable of functioning. For small and medium-sized enterprises, the ability to participate in a supply chain depends not only on production capacity but also on the ability to meet the counterparty’s standards, protect information, demonstrate a lawful right to use technology, and perform contractual obligations.

Based on our experience advising investors, we have observed that legal capacity not only helps businesses limit risks but also helps determine whether they can establish and maintain commercial relationships.

The value of an investment opportunity lies not only in the scale of the announced capital or the commitments made, but also in the ability to complete the legal conditions and to organize effective implementation. Businesses need to review project files proactively, conduct due diligence on their counterparties, and establish appropriate governance mechanisms from the outset.

In the final article of this Series, we will present a legal checklist for each stage of an investment cooperation relationship, to help businesses prepare better before signing and proceed with confidence in implementing their projects.

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You can refer for more information:

• • CDLAF – AEF (2026): Article 2: From the Spirit of Cooperation to Legal Trust in the Global Economy
  • CDLAF – AEF (2026): Article 1: New Growth Drivers Need a Trusted Legal Foundation
  • Mechanism For Disputes Settlement, Protection Of Interests And Divestment Of Minority Shareholders
  • Arbitrability: Notes For Enterprises When Choosing Arbitration As A Dispute Resolution Mechanism
  • Defective Arbitration Clause: Handling Guidelines And Solutions For Enterprises