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.

Decree 119 gives information related to the introduction of e-invoices in Vietnam. By 1 November 2020 companies are required to use the e-invoice and cannot use paper VAT invoices anymore.

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.