Supplementing new regulations on establishment and dissolution of innovative startup investment funds

Can contribute capital to the creative startup investment fund with intellectual property rights, technology, and technical know-how

In particular, Decree No. 210/2025/ND-CP amends Article 5 of Decree No. 38/2018/ND-CP on the Innovative Startup Investment Fund in the direction of expanding a number of conditions such as: Type of contributed capital (additional capital contribution by intellectual property rights, technology, technical know-how) and investment forms (convertible instruments, stock purchase rights); at the same time, clearer and stricter regulations on the use of idle capital and investments in credit institutions.

Specifically, Decree No. 210/2025/ND-CP clearly states: The creative startup investment fund has no legal status, with from 02 to a maximum of 30 investors contributing capital to establish on the basis of the fund's Charter. The creative startup investment fund is not allowed to contribute capital to other creative startup investment funds.

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.

List of investment activities of the innovative startup investment fund:

a) Investing in innovative start-up small and medium enterprises. Total investment shall not exceed 50% of the enterprise's charter capital after receiving investment;

b) Investing in convertible investment instruments;

c) Investing in the right to purchase shares in innovative start-up small and medium enterprises. This transaction cannot be transferred to third parties.

The Decree also states: The Creative 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).

Provide periodic information to the provincial business registration authority for monitoring and supervision.

In addition, Decree No. 210/2025/ND-CP amends Article 15 of Decree No. 38/2018/ND-CP on the procedure for notifying fund dissolution, including supplementing the form of submitting online documents and clearly stipulating the responsibility for providing periodic information to investors and provincial business registration agencies for monitoring and supervision throughout the process of dissolution and asset liquidation.

Specifically, Decree No. 210/2025/ND-CP stipulates the procedure for notifying fund dissolution as follows:

1. Within 07 days from the date the General Meeting of Investors approves the fund dissolution, the fund management company shall send a notification dossier (directly or online via the administrative procedure settlement information system of the Provincial People's Committee) to the Provincial Business Registration Office where the company has its head office regarding the fund dissolution. The notification dossier includes the following documents:

a) Notice of fund dissolution according to Form No. 04 in the Appendix attached to this Decree;

b) Resolution of the General Meeting of Investors on the dissolution of the fund, together with the plan and roadmap for liquidation and distribution of assets approved by the General Meeting of Investors, clearly stating the principles for determining the value of assets on the date of dissolution and the time for the fund to liquidate assets in accordance with the provisions of law, the provisions of the Fund Charter and the valuation manual; method of distributing assets to investors and providing information to investors on liquidation and distribution of assets;

c) Written commitment signed by the legal representative of the fund management company to take responsibility for completing asset liquidation procedures to dissolve the fund.

2. The procedures for notifying fund dissolution, the responsibilities of the company managing the fund, and the provincial business registration authority shall be similar to the procedures for notifying fund establishment as prescribed in Article 11 of this Decree.

3. The liquidation of assets and the time limit for liquidation of the fund's assets shall be implemented according to the dissolution plan approved by the General Meeting of Investors, but not exceeding 01 year from the date of announcement of the fund's dissolution. During the period when the fund is liquidating assets for dissolution, management fees, supervision fees and other expenses shall be collected according to the fee schedule approved by the General Meeting of Investors. After the fund's dissolution date, the fund management company shall provide investors with information on the payment level per part of the contributed capital, expenses incurred during the period, the remaining net asset value of the fund and the value of assets distributed to investors. The notice sent to investors must be provided to the provincial business registration agency for monitoring and supervision.

4. In case the notification of dissolution results is inaccurate or contains forged documents, the fund management company, related organizations and individuals must jointly be responsible for paying the unpaid debt and be personally responsible before the law for the consequences arising within 03 years from the date the dissolution results report is sent to the provincial business registration authority.

Decree 210/2025/ND-CP takes effect from September 15, 2025.

Innovative startup investment funds that have been established and operated in accordance with the provisions of Decree No. 38/2018/ND-CP dated March 11, 2018 of the Government detailing investment in innovative startup small and medium enterprises (having received valid fund establishment notice from competent authorities) before September 15, 2025 are not required to meet the new provisions in Article 5 on Innovative Startup Investment Funds.

Innovative startup investment funds that have been notified by the fund management company to the provincial business registration authority where the company has its head office for consideration of validity but have not received a written notice from the provincial business registration authority on the establishment of a valid fund before September 15, 2025, must comply with the new regulations in Article 5 on Innovative Startup Investment Funds.

Source: https://phunuvietnam.vn/bo-sung-quy-dinh-moi-ve-thanh-lap-giai-the-quy-dau-tu-khoi-nghiep-sang-tao-2025072321054526.htm