Amending regulations on innovative startup investment funds

On July 21, 2025, the Prime Minister issued Decree 210/2025/ND-CP amending Decree 38/2018/ND-CP guiding investment for small and medium-sized innovative startups (Decree 210).

Accordingly, Article 5 of Decree 38/2018/ND-CP regulating innovative startup investment funds is amended as follows:

An innovative startup investment fund has no legal status and is established by 2 to a maximum of 30 investors contributing capital based on the fund's charter. An innovative startup investment fund is not allowed to contribute capital to another innovative startup investment fund.

Contributed capital 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.

Regarding the investment activities of the innovative startup investment fund, Decree 210 stipulates investment in innovative startup small and medium enterprises. The total investment amount shall not exceed 50% of the charter capital of the enterprise after receiving investment. Investment in convertible investment instruments. Investment in the right to purchase shares in innovative startup small and medium enterprises. This transaction shall not be transferred to third parties.

The innovative startup investment fund is allowed to use idle capital from investors' contributions to make term deposits or purchase deposit certificates at credit institutions in accordance with the law, but must ensure capital safety. The fund management company is only allowed to deposit money and purchase deposit certificates at credit institutions approved by the fund's representative board.

All capital contributions and assets of investors in the fund must be accounted for independently from the capital and assets of the fund management company. Investors contributing capital to establish the fund shall agree on the authority to decide on the investment portfolio and this content must be stipulated in the fund charter and the contract with the fund management company (if any).

In addition, Decree 210 amends Clause 2, Article 7 of Decree 38/2018/ND-CP on management of innovative startup investment funds as follows:

Investors of the fund can establish or hire a company to manage the innovative startup investment fund to manage the fund. The company that manages the fund is responsible for carrying out the procedures for establishing the fund in accordance with the provisions of law.

In the process of managing the activities of the innovative startup investment fund, the fund management company is not allowed to use the fund's capital and assets to invest in the fund itself. The fund's capital and assets are not allowed to be used for commercial lending or to guarantee any commercial loans.

The fund management company is also not allowed to use the fund's capital and assets to invest in listed stocks, registered stocks, bonds, and fund certificates according to the securities law. It is not allowed to commit to profits in the fund's capital mobilization documents and activities.

Decree 210 takes effect from September 15, 2025.

Source: https://doanhnghiepvn.vn/cong-nghe/sua-quy-dinh-ve-quy-dau-tu-khoi-nghiep-sang-tao-/20250725085505652