The Legal Backbone: How Lawyers in Vietnam Boost Business Confidence

 In the intricate landscape of international business, confidence is key. When it comes to doing business in Vietnam, a rapidly growing economy with immense potential, that confidence is solidified by having lawyers in Vietnam as your strategic partners. These legal professionals play a pivotal role in navigating the complexities of Vietnam’s legal system, ensuring compliance, mitigating risks, and ultimately boosting your business confidence to new heights.

How Lawyers in Vietnam Boost Confidence?

The Power of Legal Expertise

Vietnam’s business environment is teeming with opportunities, but it’s also layered with regulations, legal nuances, and cultural intricacies that can be perplexing for newcomers. This is where lawyers in Vietnam come into play. Their expertise not only provides legal insight but also acts as the backbone upon which your business can confidently grow.

Navigating Regulatory Maze

The regulatory landscape in Vietnam can be intricate, with laws that vary across industries and regions. Whether you’re establishing a new venture, expanding an existing one, or managing day-to-day operations, having lawyers who understand the legal intricacies can help you traverse the regulatory maze. They ensure your business operations are compliant, reducing the risk of legal complications that could undermine your growth.

Guiding Market Entry

Entering a new market requires a strategic approach. Lawyers in Vietnam can help you determine the optimal market entry strategy based on legal and regulatory considerations. From selecting the appropriate business structure to obtaining necessary licenses, permits, and approvals, these legal professionals serve as your guides in making informed decisions.

Contractual Clarity

Contracts are the bedrock of business transactions. Lawyers in Vietnam ensure that your contracts are drafted, negotiated, and executed meticulously. They safeguard your interests, outline rights and obligations clearly, and establish dispute resolution mechanisms. This level of contractual clarity fosters trust among business partners and clients, further boosting your confidence in negotiations.

Mitigating Risks

Risk is inherent in business, but proactive risk management is the hallmark of successful enterprises. Lawyers in Vietnam can identify potential legal pitfalls and design risk mitigation strategies that protect your business from unexpected challenges. By proactively addressing legal risks, you’re better prepared to navigate uncertainties that may arise.

Intellectual Property Protection

In a globalized world, intellectual property (IP) is a valuable asset. Lawyers in Vietnam with IP agent license can guide you through the process of registering and protecting your IP rights. From trademarks and patents to copyrights and trade secrets, they ensure that your intellectual property remains secure, bolstering your business’s competitive edge.

Crisis Management

In the face of unforeseen crises, having lawyers in Vietnam on your side can be invaluable. Whether it’s a contractual dispute, regulatory violation, or other legal challenges, they can provide swift and effective solutions to mitigate damages and uphold your reputation.

Cultivating Confidence Through Collaboration

The relationship between your business and lawyers in Vietnam is not just transactional; it’s a collaboration that fosters confidence. Here’s how this collaboration cultivates an environment of assurance:

Tailored Legal Strategies

Lawyers in Vietnam don’t offer one-size-fits-all solutions. They understand that each business is unique and requires customized legal strategies. By tailoring their advice and solutions to your specific needs, they empower you to make well-informed decisions.

Local Expertise

Navigating a foreign legal landscape requires local expertise. Lawyers in Vietnam possess an in-depth understanding of the local laws, regulations, and cultural nuances. This expertise ensures that your business operations align with the legal framework while respecting local customs.

Effective Communication

Legal jargon can be overwhelming, but lawyers in Vietnam excel at translating complex legal concepts into understandable terms. This transparent communication fosters a strong partnership, allowing you to comprehend the legal implications of your decisions.

Strategic Guidance

Beyond resolving legal matters, lawyers in Vietnam can provide strategic guidance that aligns with your business goals. Their insights go beyond legal implications, encompassing potential opportunities and challenges that impact your growth trajectory.

Risk-Aware Decision Making

A major advantage of collaborating with lawyers in Vietnam is their ability to facilitate risk-aware decision-making. They present you with a comprehensive view of potential legal risks, enabling you to assess the pros and cons before making critical choices.

The Ultimate Confidence Booster

In a rapidly evolving business landscape, confidence is the ultimate asset. It shapes how you approach negotiations, make investments, and navigate uncertainties. Lawyers in Vietnam act as the ultimate confidence booster by providing you with the legal foundation upon which you can build and thrive.

From startups looking to establish their presence to multinational corporations expanding their reach, the support of lawyers in Vietnam is indispensable. They bring legal acumen, cultural understanding, and strategic insights to the table, enabling you to navigate challenges with poise and seize opportunities with conviction.

The role of lawyers in Vietnam goes beyond legal representation; they are your partners in cultivating business confidence. By leveraging their expertise, you not only ensure legal compliance but also gain a deep sense of assurance that empowers you to make bold decisions.

In the vibrant tapestry of Vietnam’s business landscape, lawyers play a significant role in weaving the legal threads that strengthen your business’s foundation. They stand as guardians of legality, advocates of strategy, and partners in your pursuit of success. With lawyers in Vietnam by your side, you’re equipped to face challenges, capitalize on opportunities, and navigate the intricate journey of business expansion with unwavering confidence.

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8 Key Highlights of the Amended Land Law

What Are Changes in Land Law?

Land law serves as a fundamental pillar in the socio-economic structure of any nation, and Vietnam is no exception. As Vietnam continues to experience rapid industrialization and urbanization, the importance of a robust and adaptive Land Law becomes increasingly paramount.

On the morning of January 18, at the closing session of the 5th extraordinary meeting of the 15th National Assembly, with 432 out of 477 delegates approving, the National Assembly passed the amended Land Law, which will come into effect from January 1, 2025.

According to the Ministry of Natural Resources and Environment, the amended Land Law includes 16 chapters with 260 articles, amending and supplementing 180 out of 212 articles of the 2013 Land Law and adding 78 new articles.

The amended Land Law has institutionalized the Party’s guidelines, resolving difficulties and problems identified during the summary of the implementation of the Land Law. The new contents include:

Land Policies for Ethnic Minorities According to the Ministry of Natural Resources and Environment, the amended Land Law has specified regulations to institutionalize the Party’s policies on land for ethnic minorities.

Accordingly, the law has stipulated policies to ensure communal living land; allocation and leasing of land for ethnic minorities lacking residential and production land; responsibilities of state agencies in developing and implementing land support policies for ethnic minorities.

The amended Land Law also prescribed resources to implement policies; ensure land funds to carry out land policies for ethnic minorities; and set restrictions on some rights of land users in cases where land is allocated, leased, or changed in use purpose under land support policies for ethnic minorities…

The amended Land Law specifically regulates policies to support residential land, agricultural production land, and non-agricultural business land for individuals who are ethnic minorities living in poverty or near-poverty in ethnic minority and mountainous areas.

Forms of land allocation include: allocation of residential land within the limit; allowing the change of land use purpose to residential land within the land limit for land originating from state allocation, lease, recognition, or acquired through inheritance, donation, transfer of land use rights as prescribed by law; allocation of agricultural land within the limit; leasing of non-agricultural land that is not residential for business purposes.

For those who have been allocated or leased land for the first time but now have no land or lack land, they are to be further allocated residential land within the limit, allowed to change the use purpose to residential land within the limit; further allocation of agricultural land within the limit or leasing of non-agricultural land that is not residential for business purposes.

The law also stipulates that ethnic minorities who are beneficiaries of policies shall be allocated land by the state without charge for land use.

On Planning and Land Use Planning According to the Ministry of Natural Resources and Environment, the amended Land Law has perfected the regulations on planning and land use planning, ensuring this is the foundation of the state management of land.

Specifically, the law has supplemented and completed the principles of land use planning to ensure the consistency of the planning system. Land use planning and plans are developed at three levels: national, provincial, and district.

Higher-level land use planning ensures the land use needs of the lower levels; lower-level land use planning must conform to the higher-level land use planning.

The development of land use planning and plans at all levels must ensure the participation of political-social organizations, communities, and individuals; ensure openness and transparency. Land use planning at all levels is developed simultaneously; higher-level land use planning must be decided and approved before lower-level planning.

The amended Land Law continues to regulate the development of annual district-level land use plans, but the provisions are simplified, not requiring the annual district-level land use plan to include the demand for change of land use purpose associated with residential land of households and individuals.

Furthermore, the law supplements the list of projects for compensation, support, and resettlement separated from investment projects as prescribed by public investment law in the content of annual district-level land use plans.

The law also enhances the openness, transparency, and public participation in land use planning by organizing consultations; supplementing and completing regulations on the implementation of land users’ rights in planning areas. Accordingly, if land use planning has been announced but the annual district-level land use plan is not yet available, land users can continue to use and exercise their rights.

The law also provides that the land area determined in the annual district-level land use plan that has been approved by the competent authority for project implementation or for change of land use purpose, if after two consecutive years has not been decided upon for land recovery or not permitted to change land use purpose, the competent authority that approved the plan must review, evaluate, adjust, cancel, and must announce the adjustment, cancellation for the public knowledge.

If there is no adjustment, cancellation, or there is an adjustment, cancellation but it is not publicly announced, the land users are not restricted in their rights to use the land as prescribed by law.

Regarding land allocation, leasing, and conversion of land use purposes

The amended Land Law has added many bases for land allocation, leasing, and permission to change land use purposes. For cases where the state allocates land without collecting land use fees, the law specifies the subjects who are allocated land by the state without land use fees for constructing state agency headquarters. Additionally, three cases have been added, including: allocating land for agencies, organizations to implement public housing projects; allocating land to ethnic minorities who are beneficiaries of policies; and allocating land for religious purposes as compensation for cases where the state recovers religious land.

For cases where the state allocates land with land use fees, the law also adds three instances, including: economic organizations allocated land to implement commercial housing projects, social housing, housing for the armed forces; investment projects for renovation and reconstruction of apartment buildings; constructing facilities for storing ashes.

The second case is for overseas Vietnamese and foreign-invested economic organizations allocated land to implement commercial housing projects as per the housing law; using land received through the transfer of real estate projects as per the real estate business law for cases where the state allocates land with land use fees.

The third case is for households, individuals, overseas Vietnamese allocated land as land compensation when the state recovers land.

Regarding cases where the state leases land, the law also specifies the instances where the state collects a one-time land lease fee for the entire lease period. At the same time, it specifies cases of land allocation and leasing that must go through bidding or auction and cases where land allocation and leasing do not require going through these processes.

Regarding the conversion of land use purposes, the Ministry of Natural Resources and Environment indicates that it has been controlled by the amended Land Law from the planning and land use planning stages, with provisions that the content of district-level land use planning must specifically determine the area of land allowed for conversion of use.

The conversion of land use purposes is also controlled from the step where competent authorities organize investment policy decisions, land use rights auctions, and investor selection for projects through regulations on decisions to allow the conversion of land use purposes based on investment policy decisions, auction results of land use rights, and results of investor selection for project implementation.

The amended Land Law also specifically regulates cases of land use for commercial housing projects through the mechanism where the state recovers land to organize auctions of land use rights, tendering for investor selection for the project, conversion of land use purposes for those currently having land use rights for residential land, and other types of land.

The amended Land Law also provides for the amendment of some articles of the Forestry Law to centralize the entire authority to approve the conversion of forest use purposes to the Provincial People’s Councils.

Why Land Law is Important in Vietnam?

The Land Law in Vietnam governs the allocation, use, and management of land, which is a critical resource for agricultural productivity, industrial development, and urban expansion. It establishes the framework for land ownership rights, usage regulations, and the responsibilities of land users. Given that all land in Vietnam is owned collectively by the people and managed by the state, the Land Law provides the necessary legal guidelines for the state to regulate land use effectively.

An updated and well-structured Land Law is vital for several reasons. Firstly, it underpins economic development. With clear land use regulations, investors and businesses have the confidence to invest, knowing their land rights are protected. This attraction of investment is crucial for the growth of Vietnam’s economy, providing job opportunities, enhancing productivity, and contributing to national revenue.

Secondly, the Land Law plays a significant role in agricultural reform. It enables the restructuring of land for agricultural efficiency, allowing for larger farming plots and more effective cultivation, which can lead to increased agricultural output and better food security for the nation.

Thirdly, it is critical for urban planning and sustainable development. As cities expand, the need for planned urban growth becomes essential to avoid haphazard development and ensure the sustainable use of land resources. The Land Law facilitates this by setting out the planning requirements and ensuring that land is used in a way that is beneficial for social and economic progression while preserving the environment.

Fourthly, the Land Law in Vietnam ensures social equity and stability. By providing a legal framework for land allocation and use, it helps prevent land disputes which can arise from unclear land regulations. This is particularly important in Vietnam, where land-related issues are among the most common causes of disputes and protests.

Finally, the Land Law addresses environmental concerns by incorporating land use strategies that contribute to environmental protection and sustainable land management. It is pivotal in regulating the exploitation of natural resources, conserving biodiversity, and mitigating the impacts of climate change through proper land use planning and management.

In conclusion, the Land Law in Vietnam is not merely a set of rules governing land transactions; it is a strategic instrument that shapes the country’s development trajectory. It ensures that land resources are used efficiently and responsibly, aligning with the broader goals of economic growth, social justice, and environmental sustainability. As Vietnam moves forward, the ongoing evolution of its Land Law will continue to be a key driver in its journey towards a prosperous and equitable society.

About ANT Lawyers, a law firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi,  and Danang, and will help customers in doing business in Vietnam.

What Criminal Violations in Stock Exchange in Vietnam?

Along with the increasingly diversified securities activities, the criminal violations in the stock market are also becoming more and more sophisticated and complex. The securities lawyer in Vietnam is sharing some opinions on the practice of criminal violations in stock exchange in Vietnam to avoid.

Although in Vietnam, violations and crimes committed in the securities sector still account for a small percentage compared to other fields, but these white collar crimes have directly negatively affected trading activities in the market, in particular eroding investors’ confidence, and causing the stock market distortion.

The criminal violations in the stock market could hinder the efficient functioning of the stock market which is a component of a free-market economy, where enterprises raise funds and investors invest and trade. Vietnam is a developing economy and it is getting more serious on prosecuting this crime due to the large scale negative impacts to the financial market.

There are four violations in the securities sector that are defined as crimes, which are: Provision of false information or concealment of information in securities activities; Use of internal information for trading securities; Manipulation of securities market and Forging documents in offering or listing profile as follows:

Provide false information

The law in Vietnam charges person who deliberately provides false information or conceals information in the activities of offering, listing, trading securities, market organization, registration, depositing, clearing or paying for securities. The fine for such activities will be from VND 100,000,000 to VND 2,000,000,000 or up to 02 years’ community sentence or 03 months – 5 years’ imprisonment. Punishments incurred by a corporate legal entity that commits the offenses shall be fined from VND 500,000,000 to VND 5,000,000,000; be banned from operating in certain fields or raising capital for 01 – 03 years.

How insider trading in Vietnam is treated?

Insider trading is also considered a crime in Vietnam but its seriousness has not been emphasized strongly enough as compared with other countries with developed financial market.

Over the 20 years since the stock market in Vietnam has been established, insider traders have not been found or charged yet although the law states that any person who has information about a public company or public fund which has not been published and could remarkably affect securities price of that public company or public fund but and uses such information to deal in securities or discloses it or provides it for another person for trading securities shall be liable to a fine from VND 500,000,000 to VND 2,000,000,000 or face a penalty of 07 months – 03 years’ imprisonment. Punishments incurred by a corporate legal entity that commits the offenses shall be fined from VND 1,000,000,000 to VND 10,000,000,000.

For some reasons, in Vietnam, it has been disputed that there are challenges to prove the crime in the stock market that make the practice of investigating and charging insider trading crime difficult.

Manipulation of stock market in Vietnam

Manipulation of stock market could be in the forms of fraudsters using one or more security accounts linked to each others, to set buy or sell orders in significant volume that create unusual and fake supply and demand, to lure other small investors in great quantity to make buy and sell decisions and the fraudster later benefit by exiting their shares at high price.

Or the fraudster could use pump and dump scheme to manipulate the stock market by spreading misleading information that create a buying frenzy of the stocks to “pump” prices and later “dump” their shares at inflated price.

The the fine for the individual committing the crime is ranging from VND 500,000,000 to VND 4,000,000,000 or a penalty of 06 months – 07 years’ imprisonment; the penalty for the legal entity committing the crime is a fine ranging from VND 2,000,000,000 to VND 10,000,000,000; can be permanently shut down or be banned from operating in certain fields or raising capital for 01 – 03 years depending on the severity of the violation. Recently these criminal activities have been most popular in Vietnam and a number or cases have been prosecuted.

Forging documents

Forging documents in offering or listing profile criminal is a stock market crime in Vietnam. The law states that any person who forges documents of the offering or listing profile shall be liable to a fine of from VND 500,000,000 to VND 2,000,000,000 or face a penalty of 06 months – 07 years’ imprisonment. In addition, the offender might also be liable to a fine of from VND 50,000,000 to VND 250,000,000, be prohibited from holding certain positions because of such criminal record in Vietnam or doing certain works in related fields for 01 – 05 years.

Securities lawyer in Vietnam to distinguish signs of criminal behaviour or administrative violations

There are also disputes among law makers, legal experts and lawyers in Vietnam on whether there are criminal violations or not; or wherether there are administrative violations, or economic or civil violations for acts that could have signs of criminal behaviours. These kinds of arguments are important to help the society to find balance and defend justice in the development of economy and stabilization of the financial market in Vietnam.

Cre:https://antlawyers.vn/library/what-criminal-violations-in-stock-exchange-in-vietnam.html

How to Make a Joint Will of Husband and Wife under Vietnam Laws?

How a will lawyer in Vietnam could help?

Under Vietnam culture, marriage is a special relationship that is not considered as a contract. Hence it could become a delicate matter when material comes into play. And talking about death while still living might trigger emotional reaction especially the concerning matters could arise is how to make a will for the assets owned by husband and wife.

We have come across such situations and as a will lawyer in Vietnam, we could help the potential client to understand the need to have a will and have the estate planning. But to get a will and statement service in Vietnam for a joint will or separate will could also be a question. The following will discuss the matter in details.

In fact, a few spouses desire to make joint will to dispose of their common assets. The prevailing law does not yet stipulate joint testament of husband and wife. Hence how to proceed with the application of law for the cases where husband and wife intend to make joint testament?

Legal grounds for joint will and statement in Vietnam

In the legal document system, the “joint testament of husband and wife” was most recently stipulated in the Civil Code 2005, which has now been superseded by the Civil Code 2015. Accordingly, it can be understood that: a joint testament of husband and wife is an expression of the will of the spouses intending to transfer the common assets of the spouses to another person after the death of both husband and wife. With regard to joint testament of husband and wife, the Civil Code 2005 devotes three articles stipulating particulars of this type of testament including concept; amendment, supplementation, replacement, cancellation; legal effect.

Under the abovementioned understanding, after the Civil Code 2005 expires, among prevailing legal documents, especially the Civil Code 2015 directly regulating inheritance and testament by its sphere, there is no provision on “joint testament of husband and wife”. Thus, the joint testament of husband and wife is not recognized but also not prohibited by the law.

Therefore, it is possible to apply the law for cases where spouses intend to make “joint testament of husband and wife by the understanding of the Civil Code 2005” after the Civil Code 2005 is no longer valid as follows:

Joint testament of husband and wife as a type of testament

According to the basic principles of civil law, individuals shall establish, perform and terminate their civil rights and obligations on the basis of free, voluntary undertaking, agreement; any undertaking or agreement which does not violate a prohibition of law or is not contrary to social morals shall be binding on the parties and be respected by other subjects; the establishment, performance and termination of civil rights and obligations may not infringe upon national or ethnic interest, public interest, or legitimate rights and interest of other people.

Accordingly, husband and wife are completely free to agree on the making of a testament that expresses the joint will of both husband and wife towards common assets but must comply with the law on testament.

As such, to be protected as a legitimate testament and as a legitimate testament under Civil Code 2015, apart from general regulations on testament, the joint will of husband and wife shall comply with following regulations:

Firstly, to be a legitimate testament:

First, common will shall first be a testament as provided by law, which is for the purpose of transferring the common assets of husband and wife to other people after the death of both husband and wife.

Second, the testament shall satisfy the criteria of legitimate testament, including: i) the testator was of sound mind when he/she made the testament; and he/she was not deceived, threatened or coerced; ii) the contents of the testament do not contravene the prohibition of law or contrary to social morals; the testament shall be made in writing, it may be made orally if it is unable to be made in writing.

The testament of the incapacitated or the illiterate shall be made in writing notarized or certified by a witness. A written testament which is not notarized or certified shall be deemed lawful only if the testator is of sound mind when he/she made the testament; and he/she was not deceived, threatened, coerced; contents of the testament does not breach the prohibition of law, not contrary to social morals; formality of the testament complies with the law.

An oral testament shall be deemed lawful only if the testator orally expressed his or her last wishes before at least two witnesses who recorded those wishes in writing and signed or fingerprinted the document immediately after the testator orally expressed his or her last wishes. Such testament must be certified by a notary public officer or an authorized agency, verifying signatures or fingerprints of the witnesses within five working days of the of expressing the last wishes.

Secondly, to amend, supplement, supersede, cancel:

Testators may amend, supplement, supersede or cancel the testament at any time, as a result, spouses may amend, supplement, supersede, cancel the made testament at any time upon mutual agreement.

Thirdly, the time of effectiveness:

The testament shall come into effect as of opening the inheritance. On the other hand, the time of opening the inheritance shall be the time when the testator dies. Therefore, the time of effectiveness of the joint testament shall be from when both husband and wife die.

Joint testament of husband and wife as a conditional contract.

Also based on the free, voluntary undertaking, agreement of civil law subjects, husband and wife have right to make a civil contract agreeing on the disposal of common assets that may occurring rights and obligations of the third person; meanwhile, defining the specified event where both husband and wife die as the time of commence of the contract and it is not obliged for the contract to be implemented by spouses themself. As such, to be protected and as protected as a civil contract, the joint testament of husband of wife shall comply with civil contract law.

Firstly, to be the conditional contract as provided by law:

As a civil contract, the joint testament of husband and wife shall be the agreement between husband and wife on occurrence, modification, or termination of rights, obligations to the common assets of husband and wife.

Hereunder rights and obligations may occur to the third person, must not be performed by husband and wife themselves. Not an ordinary civil contract, the joint testament of husband and wife is a conditional contract under whereby the performance depends on the occurrence, modification, or termination of a certain event. Thus, in this contract, husband and wife will agree on the time of division of the common assets.

Secondly, to amend, supplement, supersede, terminate, cancel:

As provided by contract law, husband and wife may negotiate to amend, supplement the joint testament. Spouses may also agree on replacing the made joint testament by a new joint testament after terminating the made joint testament or completely terminating the joint testament in accordance with regulations on contract termination. The notable point of cancelation, termination of the joint testament as a contract is the fact that husband and wife may unilaterally cancel, terminate in accordance with law.

Thirdly, the time of effectiveness:

Not as a testament, stated contract may take effect as of the time of entering contract or the time upon mutually agreed, nevertheless, the effectiveness of the contract is inherently not critical as the establishment, change, and termination of common assets.

For that reason, it is understood that the contract shall take effect from the time as mutually agreed by both husband and wife, otherwise as the time of entering contract. Despite that, apart from the effectiveness of the contract, spouses must also concur on the time of division of the common assets. It is noteworthy that for the purpose of division of the bequests, the abovementioned time shall not fall in the time when it is stated to divide the common assets of husband and wife during the marriage period as prescribed by law on marriage and family.

Application of law to resolve matters relating husband and wife joint testament

Not provided by law, in cases where spouses desire to make joint testament but it is neither applicable for by abovementioned provisions nor agreed upon by the parties, customs can be applied but the customs must not contravene the basic principles of civil law.

If practices are unavailable, provisions of the law governing analogous civil relations shall be applied. Where analogous law cannot be applied, the basic principles of civil law, case law or equity shall be applied.

In short, because the law leaves open joint testaments of husband and wife, thus, husband and wife who have the will to execute a joint testament shall freely agree in the form of a testament or conditional contract according to the corresponding provisions. For related issues that are not reached with an agreement, customary practices, analogy of law, basic principles of civil law, case law, and equity shall be sequentially applied to resolve. The individuals are recommended to consult with a will lawyer in Vietnam to help with will and statement service in Vietnam under Vietnam laws.

Cre:https://antlawyers.vn/will-lawyer-in-vietnam/how-to-make-a-joint-will-of-husband-and-wife-under-vietnam-laws.html

How to Obtain Business Registration Certificate in Vietnam?

How to Obtain Business Registration Certificate in Vietnam?

Every organization and individual wishing to set up a foreign owned company in Vietnam shall need to meet some specifics conditions as promulgated under the Law on Investment and Law on Enterprise. In specific areas being considered as conditional investment, the investor shall also need to consult with the law governing the area of investment. Once the investment registration certificate is completed, the investor has the obligation to apply for enterprise registration.

The procedure to register for a certificate of enterprise registration of a joint stock company or limited liability with two or more members are herein mentioned:

Dossiers:

i) Application form for enterprise registration

ii) The company’s charter.

iii) A list of founding shareholders and shareholders being foreign investors/ a list of capital contribution members.

iv) Valid copies of:

Copies of the ID card or other ID papers of founding shareholders and foreign investors/members being individuals; list of authorized representatives of foreign shareholders being organizations.

Decision on establishment, certificate of business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of founding shareholders and foreign investors being organizations.

If shareholders are foreign organizations, the copy of the certificate of business registration or an equivalent document must be notarized, legalized and authenticated.

The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

State Authority: Business registration office of the province where the enterprise’s headquarters is situated.

Period: within 03 working days from the full receipt of the dossiers

Result: Business registration office shall issue the certificate of enterprise registration or if the application is not satisfactory, business registration office shall inform the applicant of necessary revisions and supplementation to company.

In general, Vietnam government encourages foreign direct investment. If the investor faces challenges at state authority, whom do not issue notification or request of supplementation to the application for enterprise registration, the investor cold lodge a complaint as prescribed by regulations of law on complaints and denunciation to the state authority to protect its right in doing business and investment in Vietnam. A law firm in Vietnam with expertise in both business registration and dispute resolution could assist the investor in the process.

The enterprise is entitled to do business from the issuance date of the certificate of enterprise registration. For conditional business lines, enterprises are entitled to engage in conditional business lines if they satisfy all conditions and are capable to maintain fulfillment of such conditions throughout their operation.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.




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How to Set up Foreign Owned Company in IT and Computer Related Service? | ANT Lawyers

  Information technology and computer related service have played an extremely important role in life as well as in business activities on global scale. The industrial revolution 4.0 has comprised of many technologies and IT and computer service take a big part of such. The laws of Vietnam and the international commitments to which Vietnam is a party have no restrictions on foreign investors in terms of both the form of investment and the proportion of capital contribution in business in this field. Further, Vietnam prioritizes and encourages development in the field of IT and computer services which is considered attracting high level of intelligence and green business. The investors have grown confidence in Vietnam’s increasingly improved legal systems to protect the Intellectual Property rights in trademark and copyright to protect the company and individuals to exploit economic benefits in IT and computer related service areas.

IT is the core foundation of smart city, intelligent transport system, intelligent education. Computer services and related services include: consulting services related to computer hardware installation, software implementation services, data processing services, database services, services maintenance and maintenance of office machinery and equipment, including computers and other computer services.

Under Vietnam’s WTO commitments, foreign investors are allowed to set up 100% foreign-invested enterprises to conduct business in IT and computer services and related services. At the same time, it is allowed for computer service business enterprises to set up branches when there is a need to generate additional business activities at locations outside the head office of the enterprise.

To establish an enterprise with 100% foreign invested capital, investors need to apply for an Investment Registration Certificate in accordance with the Law on Investment 2014 and an Enterprise Registration Certificate in accordance with the Law on Enterprise 2014.

A dossier of application for an Investment Registration Certificate comprises: a written request for implementation of an investment project; copy of identity card, citizen identity card or passport for individual investor and copy of establishment certificate or equivalent document certifying legal status for institutional investor; investment project proposal; copies of the latest 2-year financial statements or commitment of financial support of the parent company or financial institution or guarantee of investor’s financial capacity or documents explaining the financial capacity of the house invest; a copy of the location lease agreement or other documents certifying that the investor has the right to use the project location. If the project uses technologies on the list of technologies restricted from transfer, the explanation of the use of technologies must be submitted. Within 15 days from the date of receiving the complete and valid file, the Department of Planning and Investment will issue the Investment Registration Certificate to the foreign investor.

An Enterprise Registration Certificate dossier comprises: an application for enterprise registration; enterprise’s regulations; a list of members of a limited liability company with two or more members or a list of general partners; a notarized copy of identity card or valid passport of individual member; a notarized copy of the Enterprise Registration Certificate of the organization’s member; a notarized copy of valid identity card or passport of the organization’s legal representative; copy of Investment Registration Certificate. After 03 working days from the date of receiving a complete and valid dossier, the Department of Planning and Investment will issue an Enterprise Registration Certificate.

For the establishment of a branch, a dependent unit of the enterprise, tasked to perform all or a part of the functions of the enterprise, including an authorized representative function, business lines of a branch must be consistent with the business line of the enterprise. When registering a branch operation, the enterprise must send a notice of setting up the branch to the Business Registration Office where the branch is located. A dossier of establishment of a branch comprises of a notice of establishment of a branch; branch establishment decisions; decisions to appoint branch heads; minutes of meeting of establishment of branch; copy of the Business Registration Certificate; copy of identity card or Passport of the head of branch. Within 3 working days after receiving a valid dossier, the Enterprise Registration Office shall grant a branch operation registration certificate.

The investors should pay attention to legal compliance since incorporation and during the operation in accordance with the law. ANT Lawyers with offices in Hanoi, HCMC and Da Nang will be helping the clients to ensure the efficient operation from legal perspective.

How Foreigners Could Marry Vietnamese Wife? | ANT Lawyers

  When a foreigner marrying a Vietnamese, this is cross cultural marriage with challenges and complexity in relationships which could be legally difficult. The Vietnam laws on Marriage and Family on marriage and family relations involving foreign elements provide legal grounds to avoid false marriages to gain citizenship or conduct human trafficking.

The following should be taken into consideration when a foreigner marrying a Vietnamese. However due to the complexity, it is suggested family lawyers in Vietnam to be consulted to ensure the correct processes and procedures are carried out in timely manner:

Marriage consultation:

If marriage registration between a foreigner and a Vietnamese belongs one of the following cases, Vietnamese citizen must be consulted by the provincial Marriage Consultancy Center: i) the age gap between two partners is 20 years or more; ii) this is the third marriage of the foreign partner, or the foreign partner has gone through a divorce with a Vietnamese citizen; iii) the partners do not completely understand about the families and backgrounds of each other; about the languages, traditions, customs, cultures, and laws on marriage and families of each other’s country.

After being advised on marriage consultation, Vietnamese citizen will be issued a certificate by Marriage Consultancy Center (hereafter referred to as Certificate) which is part of the application dossier.

When the Vietnamese citizens is fluent in a foreign language or foreigner is fluent in Vietnamese, and the interviews at the Justice Department show that both sides have an good understanding of family circumstances, personal situation, and the understanding of language, customs, traditions, culture, laws on marriage and family in each country, the Certificate will not be needed.

Submission for marriage registration

One of two parties would submit directly to provincial Department of Justice of province where the Vietnamese citizen applicant resides. A dossier of marriage registration is prepared including the following papers of each party:

a) The marriage registration declaration (standard form);

b) The papers of marriage status of each party:

Vietnamese shall provide the written certification of marital status issued by the People’s Committee where he/she resides.

Foreigner shall provide the documentary evidence on marital status of foreigners issued by a competent agency of the country of which the applicant is a citizen. In cases where foreign laws do not prescribe the certification of marriage status, it can be replaced by the certification of oath taken by the applicant that he or she concurrently has no wife or husband, in accordance with the laws of those countries; the written certificate of marriage eligibility issued by a competent agency of the country of which the applicant is a citizen (unless laws of this country do not regulate about this document); for foreigners who have already been divorced with Vietnamese citizens at foreign competent agencies, they must submit the written confirmation that the divorce which carried out abroad have been recorded in civil status book as prescribed by law of Vietnam.

c) The medical examination from a Vietnamese or foreign competent health organization, certifying that such person does not suffer from mental diseases or other diseases which make a person incapable to aware or control his/her acts;

d) Copies of personal papers, such as identity card or passport, passport or papers of substitute value such as travel document or residence card;

e) Copies of the household registration book, the temporary residence book (for Vietnamese citizens living in the country); permanent residence card, temporary residence card or temporary residence certificate (for foreigners residing temporarily or permanently in Vietnam).

f) Certificate of Marriage Consultancy Center on marriage to a foreigner that Vietnamese citizens have been given advice for marriage in compulsory cases mentioned above.

All documents provide by parties have to have valuation within 6 months to the date when the dossier is received.

Interviews for marriage registration to a foreigner in Vietnam

Within 15 days as from the date of receiving the complete and valid dossiers as well as fees, the provincial Department of Justice shall have the responsibilities to implement the direct interview at head office for both marriage partners in order to check, clarify personal matter, voluntary marriage and extent of understanding each other of both marriage partners.

If the interview result shows that two parties fail to understand status of each other, the provincial Department of Justice shall make an appointment for re-interview; the next interview shall be performed 30 days after the preceding interview.

In cases there are issues which need to be verified, the provincial Department of Justice shall carry out necessary procedures to verify.

Certificate of marriage registration in Vietnam

After interviewing both marriage partners, studying and verifying the marriage registration dossiers, opinions of police agencies (if any), the provincial Department of Justice shall report result and propose settlement of marriage registration to submit to provincial People’s Committees for decision, enclosed with 01 set of marriage registration dossier.

Within 05 working days, after receiving the written submission of the provincial justice department together with the marriage registration dossier, the chairman of the provincial People’s Committee shall sign in the certificate of marriage and return dossier to the provincial Department of Justice for holding the ceremony for marriage registration.

In case refusal for marriage registration, provincial People’s Committees shall have a document clearly stating reasons thereof and send it to the provincial Department of Justice in order to notify both marriage partners.

Ceremonies for marriage registration in Vietnam

Within 05 working days, after the Chairman of the provincial People’s Committee signs the marriage certificate, the provincial Department of Justice shall hold ceremony for marriage registration.

The marriage registration ceremony shall be solemnly organized at the office of the provincial Department of Justice. When the marriage registration ceremony is held, both marriage partners must be present. The representative of the provincial Department of Justice shall preside over the ceremony, requesting both parties to state their final intention on voluntary marriage. If they agree to marry each other, the representative of the Department of Justice shall record the marriage in the marriage registers, requesting each party to sign on the marriage certificate, the marriage register and hand over the original marriage certificate to the husbands and wives, each with one certificate.

The marriage certificate shall be valid from the date the marriage registration ceremony is organized as provided. The grant of copies of the marriage certificate from the original registers shall be implemented by the provincial Department of Justice at the requests of the wives or husbands.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

Renewal of License for the Establishment of Branches Office in Vietnam | ANT Lawyers

  How to extend branch license in Vietnam?

The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.

Preparation of dossiers for extension of license for the establishment of branches includes:

- Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

- A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;

- Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;

- A copy of the license for the establishment of the branch.

The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:

- A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;

- Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;

- Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;

- Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;

- In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;

- Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.

Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.