ACSV Legal has one of the premier Corporate / M&A practices in Vietnam and its approach is to understand the legal, commercial and political dynamics of every matter. ACSV Legal has advised on various high profile complex cross-border M&A transactions which have been made possible by strategic and pre-emptive pre-deal restructuring. We advise on all types of commercial agreements, reviews contracts from both Vietnamese and foreign law perspectives.
ACSV Legal anticipates potential roadblocks and enhances deal certainty by providing sector specific advice on transactions, regulatory requirements and investment policy. We structure investments by combining legal and tax expertise with an intimate understanding of risk allocation and exit considerations.
ACSV Legal advises clients making direct investments into Vietnam. Clients must obtain the correct licenses from the competent authorities and comply with both Vietnamese and foreign legislation. Given that the local Vietnamese laws, regulations and procedures change constantly, are not transparent and complex, ACSV Legal supports its clients during the licensing process and it is essential that we keep our clients updated on these changes.
“This is a highly competent M&A/Corporate law firm
able to operate to international standards. Technically very good.
Extremely responsive. Good commercial advice. Able to rely upon them 100
%. Very fluent English. In the transaction I engaged them for, I could
not fault them any aspect.”
ACSV Legal has experience in advising clients on strategic investments, divestments, debt and security transactions, design and review of loan contracts, as well as capital contributions. We have extensive experience in private equity transactions with a focus on a strong commercial approach. This gives us a comprehensive understanding of the hurdles our clients may face.
Our experience allows us also to anticipate potential roadblocks and to enhance deal certainty by providing sector specific advice on transactions, regulatory requirements and investment policy. ACSV Legal’s lawyers also facilitate the private equity process by assisting our clients with draft application dossiers, reviewing existing and proposed corporate structure and liaising with the local authorities during the licensing process.
..."the team is particularly
knowledgeable on cross-border private equity structuring and transactions."
..."has reliable advisers
possessing outstanding expertise in private equity and cross-border
transactions, combined with strong negotiation skills."
Legal 500 Asia Pacific 2017
“Overall very satisfied with the work. Professional
and sound advice that is easy to understand. Presents risks, pros and
cons in a logical manner to enable decision making. Understands the
regulatory landscape well.
ACSV Legal routinely advises high-net worth individuals, companies, banks, and other entities on cash flow-based lending, asset based lending, acquisition financing, exit financing, and other secured and unsecured financing. We also advise clients on creating security interests for different types of collateral including: inventory, equipment, accounts receivables, securities, real estate, and other to meet the various needs of our clients.
Our lawyers have extensive experience working on banking and finance matters within the Asia Pacific region including but not limited to: syndication, leveraged buyouts, asset finance derivatives, and project financing. We have an in-depth knowledge of the complexities of the local market, as well as our clients’ businesses, and use this expertise to assist our clients in achieving their objectives.
The lawyers who comprise our wealth and private client
practice advise Vietnamese high-net worth individuals and families, family
offices, closely held businesses on all matters affecting their business,
personal and family wealth, as well as the institutions entrusted with
effectively managing that wealth.
Wealthy families and their advisers require sophisticated
legal services across multiple disciplines. Our experience encompasses the full
range of issues, including tax planning, corporate and business law, mergers
and acquisitions, estate planning, trusts and estates administration, business
succession planning, wealth structuring and family asset protection.
More than just a legal service provider, we often become
a trusted partner as committed to achieving the clients’ goals as they are – a
legal counsel to be part of the family. This is essential as our Vietnamese clients require the highest level of trust and
commitment from their advisors.
ACSV Legal offers a holistic service built
around the unique needs of each individual and family, representing clients on
a wide range of business activities across multiple countries. We make our
clients’ lives easier by providing a single point of lawyer contact through
which they can access our international network of specialists.
Legal we support our clients across the entire energy value chain advising them on the use, taxation and extraction of energy sources covering all
aspects, from sales to regulation, of non-renewable energy sources such as
coal, oil and gas, but also renewable sources, such as wind, solar and hydro
understands the energy industry and can support you to operate within a
national and international framework. Our Team has mainly acted for sponsors,
lenders and corporates with regard to relevant agreements, such as power
purchase agreements, offtake agreements, project and equity finance, EPC
agreements, leasing, energy regulation, joint development agreements,
collaboration and consortium agreements. corporate structuring and tax advice,
licensing and technology transfer. We also have provided our clients with
environmental, construction, employment, government and regulatory, as well as
ACSV Legal has advised some of the biggest names in many industries in Vietnam,
including health and fitness, retail, food and beverage and hospitality on various high profile complex cross-border M&A transactions which have been made possible by strategic and pre-emptive pre-deal restructuring.
Our lawyers provide an innovative and practical approach to structuring investments into Vietnam by combining legal and tax expertise with an intimate understanding of risk allocation and exit considerations.
advising investors entering into Vietnam’s market through M&A, we also
represent clients in insolvency and winding-up proceedings to restructure the
company’s debt and asset portfolios and negotiate with employees and creditors
in order to rehabilitate the company’s operation. Together with our dispute
resolution practice team, our lawyers can provide you with highly creative
strategies and optimal solutions to survive an involuntary winding-up.
ACSV Legal offers preeminent
dispute resolution services with a special focus on international commercial arbitration. Our dispute
resolution practice group comprises high
calibre lawyers who have been trained in international arbitration in the US, France and Singapore. We have acted for clients in multi-million dollar cases arbitrated
by the SIAC and the ICC.
ACSV Legal lawyers are experts in both corporate and commercial Vietnamese law and can thus provide our clients with appropriate tax advice.
When our clients require advice on complex tax laws encompassing multiple jurisdictions we collaborate with team members from practice groups across the region to provide them with a more comprehensive solution.
Our sister company Domicile Corporate Services supports with ongoing corporate compliance post-company establishment such as accounting, tax payroll and human resources compliance. For more information see www.domicilecs.com
ACSV Legal regularly advises clients on hiring and disciplinary practices, compensation structures, internal labour regulations, restrictions on post-employment termination. Our team has in-depth legal knowledge with focused, practical experience to help managers make real-world judgments while minimizing potential exposure.
We have also actively collaborated with SH Law led by Huynh Van Nong, a Vietnam qualified lawyer, in various employment related disputes such as harassment, wrongful discharge claims, employment contract and employee benefit claims and wage and hour disputes. Mr Huynh has extensive experience in investigations and litigations, routinely representing both employers and employees in employment disputes.
Mark Oakley is the founder and managing partner of ACSV Legal and has been advising on foreign direct investments into Southeast Asia for more than a decade. Prior to establishing ACSV Legal Mark worked at large international firms in London, Singapore, the Middle East and Vietnam. Mark is a 2001 graduate of the College of Law and a 1999 graduate of the University of Surrey and was admitted as a Solicitor of the Senior Courts of England & Wales in 2003. Mark is a registered foreign lawyer in Vietnam.
Besides being a native English-speaker, Mark is fluent in German.
areas of expertise
Mark has advised multinational clients on various international transactions involving banking, structured finance, M&A, joint ventures, acquisition finance and commercial agreements.
“Mark is a reliable adviser possessing outstanding expertise in private equity and cross-border transactions, combined with strong negotiation skills”
Legal 500 Asia Pacific 2018
Mark has been recognised as a leading expert for Corporate Law advice in Vietnam. He is nominated as the exclusively recommended Corporate Law expert in Vietnam by Advisory Excellence
Mark has been chosen as the winner of the 2019 International Advisory Experts Award for Corporate Law in Vietnam.
Mark has been nominated as a recognised practitioner by Chambers & Partners Asia Pacific 2019.
Tim Dobson is an Of Counsel at ACSV Legal and heads the Energy
Practice. He has over 35 years experience at major international law firms such
as Linklaters, Deacons, Allen & Overy and DLA Piper in London, Hong Kong,
Vietnam and Thailand.
Tim holds an LL.B (Hons) from the Faculty of Law of the Edinburgh University in
Banking, Corporate, Finance, and Securities Law. Tim is a United Kingdom and
Hong Kong qualified lawyer.
areas of expertise
Tim has an extensive experience in Southeast Asia and has been advising
multi-internationals, local clients and small enterprises on a wide range of
transactions from large complex cross-border deals to small investments in
various sectors such as Energy, Business, Corporate, Commercial, Private
Equity, Hospitality, Real Estate and Construction, and Banking and Finance.
Tim and his team have mainly acted for sponsors, lenders and corporates
with regard to relevant agreements, such as power purchase agreements, offtake
agreements, project and equity finance, EPC agreements, leasing, joint
development agreements, and collaboration and consortium agreements. He also
has advised clients on corporate and tax structuring, licensing and technology
Ken Y. Fukuda serves as Of Counsel for ACSV Legal Vietnam and is a partner at Homma & Partners in Tokyo, Japan. Ken has over twenty years of experience specialising in various areas of international business transactions. Ken earned a doctorate degree in 1996 from Suffolk University Law School in Boston. He is a member of Daini Tokyo Bar Association, New York State Bar Association, California State Bar Association, and Hawaii State Bar Association. Ken is a registered foreign lawyer in Vietnam.
Ken is fluent in English and Japanese.
areas of expertise
Ken has extensive experience in corporate affairs, M&A, real estate and immigration, but also judicial, mediation and arbitration hearings.
Hieu Pham joined the team in April 2014 and is a special counsel at ACSV Legal Vietnam. Hieu earned his LLB at the University of Economics and Law in August 2012 and has been a qualified lawyer since August 2017. He was admitted as a member of the Ho Chi Minh City Bar Association in 2017.
Hieu is a native Vietnamese speaker and fluent in English.
areas of expertise
and focuses on a variety of cross-border mergers and acquisitions, private
equity, joint ventures and all forms of foreign direct investments, assisting
clients in various sectors including health and fitness, food and beverages,
information technology and hospitality, finance industry, digital marketing
also been active in providing counsel to high-net-worth families and clients
concerning all aspects of estate and tax planning and family asset holding
structuring. In particular, Hieu helps clients transfer significant family
wealth seamlessly while minimizing tax liability across different jurisdictions
including the U.S., Singapore, Australia, Hong Kong, Malaysia. He represents
high-net-worth clients to work with banks, trustees, local counsel, tax
advisors across continents during the planning, structuring and executing
exercise. Hieu regularly advises clients on pre-immigration tax planning,
family asset holding structure, creation of family trusts and acquisition of
Elaine Chew is a senior associate of ACSV Legal Vietnam and joined the team in 2014. Prior to joining ACSV Legal, Elaine worked at international law firms in Malaysia and Vietnam. Elaine is a 2007 graduate from the University of Reading and was admitted as Advocate and Solicitor of the High Court of Malaya in 2010. She is a registered foreign lawyer in Vietnam.
Elaine is fluent in English and Malay.
areas of expertise
Elaine has been involved in a wide range of corporate real estate transactional matters. This experience covers mergers and acquisitions, joint venture arrangements, investment structures, management arrangements and private equity transactions. Elaine has also worked for local and international corporations in the private equity, hospitality and tourism, food and beverages, retail, education and healthcare sectors, covering a spectrum of projects ranging from commercial, high-end condominium and villa resort developments to retail development projects.
Senior Associate and Head of Dispute Resolution Practice
Minh Nguyen joined the team in 2019, and is a senior associate and head of the dispute resolution practice at ACSV Legal Vietnam.
Minh has nearly ten years of working experience for some international law
firms and corporations, including a Magic Circle firm. Prior to joining ACSV
Legal, Minh worked as Legal Compliance Manager in the SEA&NZ Business Unit
of the largest brewing company in the world. In this position, Minh was
responsible for compliance of four different Vietnam-based entities with
anti-bribery laws and anti-trust laws of the US, UK and Vietnam as well as
other applicable laws. She also led a project related to the group
restructuring in Vietnam, and a solar project to supply clean energy to two
In addition to a strong corporate and compliance
background, Minh also has an impressive track record in international
arbitration. She obtained an LLM in International Arbitration from Pepperdine
University with one of the highest-grade point averages in her graduation
class. While studying in the United States, Minh was a research assistant for
Professor Thomas Stipanowich, the Academic Director of the Straus Institute for
Dispute Resolution - Pepperdine University, who is one of the
four Companions (the highest honour) of the Chartered Institute of
She was admitted to the HCMC Bar Association in 2014 and was granted with the
prestigious Fulbright scholarship in 2016.
Minh is a registered arbitrator at the Pacific International Arbitration Centre in Vietnam, and is a member of various arbitration networks in the USA, Singapore, the United Kingdom and the Netherlands.
Currently, Minh is
also a Visiting Lecturer for a course in the Master of Civil Law Program – a joint
program between the University of Economics and Law of Vietnam and the
University of Paris1 Pantheon-Sorbonne.
Minh is fluent in English and Vietnamese.
areas of expertise
Minh has advised on a variety of cross-border mergers and acquisitions, and forms of foreign direct investments, has assisted clients in various sectors including food and beverages, hospitality, agriculture, education, banking, pharmaceutical, gaming, and apparel.
Huyen is a Senior Associate at ACSV Legal. She joined
the team in May 2019. Prior to joining ACSV Legal, Huyen worked at the largest
Japanese law firm Nishimura & Asahi, and in various positions at Vietnamese subsidiaries
of Japanese companies in Vietnam.
published articles in ILFR on Solar power regulations and Private-Public
Partnerships in Vietnam.
Huyen obtained her LL.B from the HCMC University of Law in 2001 and is a member of the HCMC Bar since 2015.
Phuong Huynh joined the team in April 2013 and is a senior associate at ACSV Legal Vietnam. She earned her LLB at the Ho Chi Minh City University of Law in August 2013 and is a qualified lawyer since June 2017. Phuong was admitted to the Ho Chi Minh City Bar in 2018.
Phuong is fluent in English and Vietnamese.
areas of expertise
Phuong has assisted on a wide range of legal matters and has particular expertise in lease-related matters. She also has experience in foreign direct investment in Vietnam, incorporation of offshore companies, intellectual property, franchising, and drafting of commercial contracts and other related documents in domestic and international transactions.
Katie O’Connell is an associate at ACSV Legal. She joined the team in June 2018. She is a member of the California Bar. Prior to coming to Vietnam, Katie worked as a law clerk in California, United States. She holds a Bachelor of Arts in History from the University of San Diego and a Juris Doctor from the California Western School of Law.
Katie is registered as a foreign lawyer.
areas of expertise
Katie has worked on a variety of cross-border mergers and acquisitions, joint ventures and all forms of foreign direct investments, assisting clients in various sectors including health and fitness, food and beverages, information technology and hospitality.
An Tran joined the team in April 2014 and is an associate at ACSV Legal Vietnam. He graduated from the Ho Chi Minh University of Law in August 2014. An was admitted to the HCMC Bar Association in February 2020.
areas of expertise
An has experience in the preparation and submission of application dossiers for incorporation of domestic and foreign-owned enterprises and in drafting various commercial agreements such as employment agreement, distribution agreement, consultancy agreement and services agreement. He has also been involved in due diligence exercises and in performing legal research on a number of commercial issues in corporate, employment and retail matters.
Thu Nguyen joined the team in December 2014 and is an associate at ACSV Legal Vietnam. Thu graduated from the Ho Chi Minh University of Law in August 2014 and is a qualified lawyer since June 2019.
areas of expertise
Thu has experience with the preparation of data rooms for domestic and offshore financing projects, and due diligence. She also advises on procedures and documents required for incorporation and operation of new companies in Vietnam and on licensing matters for foreign direct investment projects in Vietnam, and liaises with competent authorities on the same.
Thu has advised on matters for an emerging food and beverages group on the acquisition of various restaurant chains and acted for founders in the sale and issuance of shares in a confectionery manufacturing company. Thu supports ACSV Legal's client in the manufacturing industry.
Trang Phan joined the team in July 2015 and is an associate at ACSV Legal Vietnam. Trang graduated from the University of Economics and Law in August 2015. She is a qualified lawyer since June 2019.
areas of expertise
Trang works on a variety of cross-border mergers and acquisitions, incorporation of offshore companies and other matters relating to business operations. Trang also has experience in licensing matters for foreign direct investment projects in Vietnam. She has also been involved in due diligence exercises and in performing legal research on a number of commercial issues in corporate, employment and retail matters. Trang also has extensive experience in supporting private clients in their estate planning and wealth management.
Nha Nguyen joined the team in November 2016 and is an associate at ACSV Legal Vietnam. Nha graduated from the Ho Chi Minh University of Law in August 2017.
areas of expertise
Nha has experience in assisting on a wide range of legal matters, including preparation and submission of application dossiers for domestic and foreign-owned enterprises incorporation, legal research relating to sub-licenses on education, wholesale and retail sectors and performing several due diligence.
Ly Nguyen joined the team in April 2017 and is an associate at ACSV Legal. Ly’s first major is Financial Business Administration and in 2018 she graduated from the Ho Chi Minh University of Law for her second major.
areas of expertise
Ly has experience in the preparation and submission of application dossiers for incorporation of domestic and foreign-owned enterprises as well as drafting of various commercial agreements. She also performs legal research on several commercial issues in corporate, tax, employment, construction and real estate.
Linh Nguyen joined the team in April 2017 and is an associate at ACSV Legal Vietnam. Linh graduated from the Ho Chi Minh City University of Law in August 2017.
areas of expertise
Linh has experience with legal research on several issues in
corporate, investment as well as commercial matters. Linh has also been
involved in due diligence exercises and in preparation of application
dossier for incorporation of domestic and foreign-invested enterprises.
Nguyet Le joined the team in July 2017 and is an associate at ACSV Legal Vietnam. Prior to working at ACSV Legal, she worked at a large law firm in Vietnam. Nguyet graduated from the Ho Chi Minh City National University, Economics and Law Faculty, in August 2015. She is a qualified lawyer since June 2019.
areas of expertise
Nguyet has been involved in matters in relation to licensing matters for foreign direct investment projects in Vietnam as well as incorporation of offshore companies and other matters relating to business operations. Nguyet has also been involved in due diligence exercises and in performing legal research on a number of commercial issues in corporate, employment and retail matters.
Huong Vo is an associate at ACSV Legal. She joined the team
in May 2019. Huong graduated in 2017 from the HCMC University of Law with
double majors, including Law and Business Administration.
Prior to working at ACSV Legal, she worked at another law
firm and at the compliance department
of the SEA&NZ Business Unit of the largest brewing company in the
world and of a Japanese specialist shopping mall developer.
areas of expertise
Huong has experience in drafting and reviewing contracts, supported with company compliance for four different Vietnam-based entities with anti-bribery laws and anti-trust laws of the US, UK and Vietnam as well as other applicable laws. She has also experience in compliance issues related to the healthcare industry.
Duc Tran is
an associate at ACSV Legal and joined the team in August 2019.
working at ACSV Legal he worked at another international law firm in Vietnam as
well as a local Vietnamese law firm. Duc has a bachelor from the University of
Law and Economics in Ho Chi Minh City. Duc is a qualified lawyer since August 2019.
areas of expertise
Duc has experience in conducting legal research, preparing
advice on corporate matters, in drafting corporate documents. Duc also has
experience in supporting foreign companies to set up a company in Vietnam and
has participated in legal due diligence.
Truong Le is an associate at ACSV Legal and has joined the team in October 2019. Prior to joining ACSV he worked
at international law firms in HCMC. Truong has an LL.B in Law of the International
Law Faculty in HCMC, and an LL.M in International and European Business Law of
the Jean Moulin University in Lyon, France. He took an advanced course in International Arbitration Law, at the Comité français de l’arbitrage in Paris, France.
Truong is a member of the Young International Council for
Commercial Arbitration and the International Pro Bono Alliance.
Besides Vietnamese, Truong speaks English and French.
areas of expertise
Truong has experience in conducting
legal research, reviewing and revising contracts, drafting memorandums,
contracts, legal advices for corporate clients.
Phuong Nguyen is a junior associate at ACSV Legal and joined the team in July
She has double bachelor’s degrees in Legal English and Vietnamese Law from the Ho Chi Minh University
of Law. Prior to joining ACSV Legal, she worked at another Law firm in Vietnam
for 2 years.
areas of expertise
Phuong has experience in drafting and reviewing various corporate
agreements, in drafting legal audit reports as well as in supporting foreign
investors with setting up an entity in Vietnam. She also performs legal research on a number of commercial issues in corporate, employment, and construction.
Cuong Ta is a junior associate at ACSV Legal and joined the team in July 2019.
Prior to joining ACSV Legal Cuong worked at an
healthcare investment company for several years. He has a double bachelor’s degree in Legal English and Vietnamese Law from
the Ho Chi Minh University of Law.
areas of expertise
Cuong has experience in reviewing healthcare related investment contracts,
has supported in healthcare M&As and has experience in banking & finance
Marieke van der Pijl is Practice Manager at ACSV Legal. She joined the team in June 2017. Marieke has worked as the Knowledge & Business Development Manager of the law firm Gide Loyrette Nouel, Vietnam. She has been the Vice-Chair and Legal Consultant of the Food, Agri and Aqua Business Sector Committee of the European Chamber of Commerce in Vietnam, and Chair of the Agribusiness Working Group of the Vietnam Business Forum. Before moving to Vietnam in 2011, she has held various legal positions in the Netherlands and Belgium.
Marieke holds an LLM in European and International Law of the Radboud University, Netherlands. She has studied a year at the Law Faculty of the University of Poitiers, France.
She is the co-author of the article Corporate Governance in Vietnam – its significance and challenges as published in the International Journal of Corporate Governance, Vol. 7, No. 1, 2016 and author of the chapter on Food Safety and Agriculture in the Whitebook of the European Chamber of Commerce in Vietnam, edition 2015, 2016, 2017 and 2018.
Marieke speaks fluent Dutch, French, English, Italian and also Vietnamese.
Fubito Yamamoto is the Japanese Client Relationship Manager for One Asia Lawyers at ACSV Legal. He will support Japanese clients who are interested in investing in Vietnam and works closely together with the Japanese lawyers at the partner offices of the One Asia Lawyer network. Fubito has been working and living in Vietnam for almost 15 years.
If you could not join the webinar on 'What to do when you receive a Force Majeure Notice?' please read the slides presented by Minh Nguyen, Senior Associate and Head of Dispute Resolution Practice at the webinar organised by the Society of Construction Law as one of the four experts or watch the presentation.
The draft resolution contains measures related to tax, loans, labour, import & export, incorporation and business promotion that will support businesses and individuals to cope with the negative impact of the Covid-19 pandemic. This further to measures that have already been taken, such as the ones set out in Decree 41.
The draft decree changes requirements related to the work permits for CEOs, experts, sport coaches, artists and teachers. The procedure to obtain an exemption will change and more documents will need to be submitted. The time that no work permit is required is likely to be shortened to 20 days. Finally, the requirements related to people coming to Vietnam for less than 3 months to perform certain tasks will change as well.
During the past weeks, businesses were forced to suspend their operation or could not use their offices, but they had to pay rent, nevertheless. In this update a solution to address lease issues will be introduced.
Decree 35 provides detailed guidance on, amongst other things, how to determine relevant market and market share, the specific threshold figures for economic concentration notification, the anti-competitive effects, and market dominance based on significant market power; and gives a definition of controlling or influence for merger control purposes.
Decree 41 serves to support companies during the Covid-19 Epidemic. It sets out which taxes (VAT, CIT, PIT) and land rent can be deferred for how long and in which sectors. It is worthwhile to be aware that the tax authorities may not agree with deferral as requirements are not met and penalties might apply. Furthermore, if the fiscal year is not the same as a calendar year it is not clear if deferral will be possible.
Enterprises and manufacturers operating in HCMC are required to conduct an assessment on the level of potential COVID-19 infection risk at the workplace. The outcome of the assessment is decisive for the possibility to remain operational. Officially the report would need to be submitted on 8 April, but extension of the deadline is expected as the documents were only made public on 7 April.
The long-awaited Decree 10 sets out several business conditions applicable to a transportation business by vehicles. These businesses include the app-based taxi services provided by Grab and Be. The discussion that has been going on for a long time on the type of services they provide has probably come to an end.
A substantial amount of information has been shared on the economic impact of the Corona virus, however, what does it mean for your business from a legal perspective. In this update we will set out some issues you might have to consider in light of the Labour Code as well as the Civil Code in connection with the steps taken by the Government.
The law will also impact e-commerce activities of offshore entities; and introduces new definitions. Finally, legal reps need to be aware that they can be prevented from exiting Vietnam when the company has not paid due taxes. Please note that 6 months remain to take measures to remain compliant.
The 2019 Law on Securities for the first time ever mentions foreign investors' participation on the securities market. The law also amends and adds definitions, and separates the initial and additional public offering. Furthermore, the conditions for both public and non-public offerings will be tightened, and the maximum fine will be increased.
As of 1 July 2020 it will become easier to switch to a different type of visa for foreign investors and job-finders who entered the country on a tourist visa. There will also be more types of visa available for foreign investors and duration depends on investment but can be up to 10 years.
Decision 26 is expected to speed up the equitisation of SOEs and divestment of State capital to create a level playing field for business entities, generate funds for infrastructure projects and comply with international commitments and free trade agreements.
Decree 75 contains a general framework for administrative penalties such as warnings and fines, additional sanctions and remedial measures such as suspension of operations, confiscation of profits or revocation of enterprise registration are amongst the additional sanctions, and correction of false information, restructuring of dominant entities, removal of illegal terms.
Circular 6 results in changes on use of foreign exchange related to foreign direct investment in Vietnam. The definition of FDI enterprise, and the scope of when a direct or indirect investment capital account should be used have changed. Guidelines are provided about the use of foreign currencies and VN Dong.
The new Labour Code includes substantial changes to recognise the evolution of labour relationships under the impact of the Industrial Revolution 4.0. Important is also that the draft for the first time contains a definition of sexual harassment, which is already prohibited under the current Labour Code.
The EVFTA has been signed and is expected to enter into force in 2020. It is an ambitious agreement that not only addresses trade issues, but also sustainability (environment/human rights), and covers dispute settlement. There is a separate agreement that will cover the investor's protection. Companies that would like to take advantage of the EVFTA will - amongst others - have to take into consideration the country of origin and SPS requirements.
Amendments are expected related to conditional business lines; and clarifications are provided for Business Investment and Market Access Conditions. Notable are also the proposed amendments about M&A approval requirement, investment incentives, IRC, offshore investments, legal representatives and minority shareholders.
Decree 15 offers detailed instructions on the implementation of the Law on Vocational Education and Training. It sets out requirements that need to be met before a project of vocational institution could be launched by a foreign investor. Decree 15 is expected to attract foreign investment in the vocational training.
Vietnam’s new draft law on Public-Private Partnerships takes inspiration from legal frameworks around the world and provides an opening to satisfy the country’s growing demand for infrastructure investment.The Draft Law’s provisions on viability gap funding, risk-sharing, and project-financing are all laudable improvements compared to the current situation.
Following the entering into force of Decree 108 in October last year, Circular 2 now introduces new templates for registration of a business. All 89 templates are renewed. Furthermore, it provides for some changes related to the legal basis for the procedure related to the registration and to the relevant authority.
Decree 13 provides strong incentives to invest in the science and high-tech sectors in Vietnam by simplifying the procedure and providing preferential treatment for investors. The incentives are related to tax, and loans. Decree 13 is expected to accelerate research and development activities.
The CPTPP provides a strong, rules-based framework through which to grow investment relations with key Asia-Pacific economies. Quan Phan, senior associate of ACSV Legal Vietnam, outlines how the CPTPP benefits investors, and the terms and conditions to ensure that investment procedures will be easier and more transparent for foreign investors.
More incentives are introduced to attract and facilitate investment in the agricultural sector by Decree 57 and Decree 98 introduces the concept of linkage and provides for incentives related to linkage projects. These incentives are expected to turn Vietnam into an agriculturally intensive processing centre of the world and a logistics centre for global agricultural trading.
Circular 17 will ensure that companies are taking an active approach towards their compliance with labour laws and correlatively, employer obligations and employee rights. It provides guidelines on the scope, timing and reporting. Employers are required to implement solutions to improve if the self-inspection shows this.
Under the Law on Social Insurance of end 2014 it would also apply to foreign employees as of 1 January 2018. Decree 143 gives the long-awaited guidance about the scope of the Law on Social Insurance. The application will be implemented in two steps. The first part enters into force in 2018 and the second per 2022.
Decree 140 addresses issues related to work permits and work permit exemption for foreigners working in Vietnam. It eases the requirements for foreign employees as more persons are exempted, fewer documents need to be submitted and the necessity to submit a labour usage plan for certain foreign employees is removed.
Decree 148 provides a much needed simplification of the current employment framework. It contains provisions on the period that counts for the severance allowance, the disciplinary hearing, settlement time in case of mutual termination; and what needs to be in the labour contract.
Vietnam has an encouraging opportunity to move away from its reliance on foreign coal and develop its own
modern renewable energy system free from pollution of its air, waterways, and agricultural land. Decision
No. 39/2018/QD-TTg is expected to have a positive impact as a more commercially viable feed-in tariff was introduced.
A draft law amending several articles of the Law on Investment and the Law on Enterprises has been published for public comments. The amendments are expected to be adopted and come into effect in 2019. It is predicted that the scope of changes will not detrimentally affect an investment project. Notable is also that the time to fulfil the capital contribution requirements will be lengthened considerably.
Decree 71 provides detailed guidelines on corporate Governance for public companies, regarding shareholders; the General Meeting of Shareholders, Board of Directors, Board of Controllers, prevention of conflict of interests, information disclosure and reporting.
On 1 November 2017 Decree 105 on alcoholic beverage trading took effect. The New Decree gives clear guidance on how the activity to sell and serve alcoholic beverages in restaurants and bars should be registered and licensed.
The amended Law on Technology Transfer No. 07/2017/QH14 will come into effect on 1 July 2018. The main aim is to improve the technology transfer framework and develop a strong science and technology market in Vietnam while eliminating technologies that may adversely influence development.
The Ministry of Industry and Trade plans to eliminate 675 existing investment requirements and conditions. The Decision took effect on 20 September 2017. However, note that not all changes will enter into force immediately. In this update more on franchising, food production and trading, website domain name and commercial assessment services.
The Draft Law on Special Administrative Economic Units intends to attract more foreign investments into Vietnam offering tax and other incentives in special economic zones in Quang Ninh, Khanh Hoa and Phu Quoc. The focus will be on the development of R&D activities, creative start-ups, new sciences and technologies, high-quality health and education, high-class resorts and tourism services.
A Draft Law that simultaneously will supplement and amend the Law on Value-Add Tax, the Law on Special Consumption Tax, the Law on Corporate Income Tax, Law on Personal Income Tax and the Law on Natural Resource Tax is expected to come into effect on 1 January 2019.
Decree 163 sets out the basis for FDI companies to set up a business providing logistics services in Vietnam under certain ownership limits. It gives a positive signal though and could help attracting more foreign investment especially resulting in increased partnerships between domestic and overseas companies.
As of 1 October 2017 a work-permit can be requested on-line and as of 1 January 2018 foreigners are obliged to participate in the social insurance scheme and the amount on which the contribution is based changes, as more will fall under salary.
Circular 27 on self-certification of certificate of origin no longer contains the requirement of total export turnover of at least USD10 million in the preceding year to ASEAN member states. This allows SMEs, and larger companies as well, to increase export to ASEAN countries and take advantage of preferential tariff treatment of the ASEAN Trade in Goods Agreement (ATIGA).
Decree 9 gives information on business license requirements, issuance term, administrative procedures and relevant authorities. Requirements for foreign owned enterprises (FOE) to obtain a business licence are reduced, the retail sector is opened up and the same requirements apply to companies from non-WTO countries. The economic needs test (ENT) remains and new requirements are introduced.
Decree 8 sets out a wide range of amendments of investment conditions imposed on enterprises in various trade areas such as food production and trading, oil and gas, tobacco, electricity, and franchising. Its main objective is to reduce administrative procedures and easing doing business. The expected abolishment of the registration requirement for franchises did not materialise.
Decree 14 provides details on cross-border trade activities with neighbouring countries China, Laos, and Cambodia. It contains specific provisions on trade activities in border areas and the purchase, sale and exchange of goods among border inhabitants.
The new Cybersecurity Law is expected to impact FDI as it requires investors to open a branch or representative office when active in sectors covered by the law. Companies have to comply with the requirements by 1 January 2019.
Decree 108 will simplify the business registration procedures and reduce costs. Notable changes are related to registration and notification requirements; and the prohibition of setting up another business location is removed.
There have been issues, such as unfairness towards the customers, failure to fulfil tax obligations, and the sale of low-quality products, with MLM companies in Vietnam. Decree 40 intends to address these issues and provide a better legal framework for companies using MLM as well as create transparency.
Decree 22 provides additional information on collection and distribution of royalties, protection invalidation of copyright and related rights, and the timeline related to the copyright registration certificate.
Vietnam is working towards supporting different kinds of industries by introducing new concepts of industrial zones with incentives. Decree 82 introduces the new concepts, such as the auxiliary industrial zone, or supporting industry zone, and the eco-industrial zone. Incentives are also set out for manufacturers of supporting industries' products and eco-enterprises.
The new Competition Law is expected to have an impact on mergers, consolidations, acquisitions, joint ventures between offshore parties. It will also apply to foreign companies, with or without a presence or subsidiary in Vietnam.
The Law on Product and Goods Quality sets out requirements products must meet before they can put on the Vietnamese market. Most notable changes in Decree 74 are the possibility to self-assess product conformity and that several products such as samples and luggage when arriving at Tan Son Nhat international airport, are exempted of inspection.
The Government seems to be more relaxed about foreign investment in the educational sector allowing more Vietnamese students to enrol, but investment capital and teacher qualification requirements have increased. The decree also contains criteria related to educational linkage, approval and accreditation requirements, joint programs for foreign language proficiency, and increased investment capital minimums.
Elaine Chew, Senior Associate of ACSV Legal, gave a presentation on 'How to structure your investment in Vietnam and an update on investing in industrial parks and special economic zones' at the event organised by Vietnam-Singapore Industrial Park in KL, Malaysia. Other companies participating in this event were Savills, KPMG, and VSIP. There were about 100 attendees.