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The use of extrinsic evidence for contract interpretation under Vietnamese Law

Vietnamese law does not specifically deal the concept of “extrinsic evidence”. Extrinsic evidence is usually understood as evidence relating to a contract but not appearing on the face of the contract because it comes from other sources.

Corporate income tax treatments for a number of COVID-19 related expenses

Cách xử lý về thuế Thu nhập doanh nghiệp đối với một số chi phí phát sinh liên quan đến dịch COVID-19

Due to the ongoing COVID-19 outbreak, enterprises have been incurring a number of expenses for the COVID-19 prevention and control measures, including: 1) Expenses incurred for foreign experts’ quarantine; Expenses incurred for foreign experts’ COVID-19 tests, examinations and treatment; 2) Allowances paid for employees severely impacted by the social distancing caused by the COVID-19 pandemic; 3) Donations, sponsorships made for COVID-19 prevention and control activities; 4) Depreciation set aside for fixed assets provisionally inactive due to the COVID-19 pandemic impacts. The existing rulings are silent on the specific treatment for the aforementioned expenses. Nonetheless, PwC would like to provide the brief of the following Resolution and some relevant guidance as recently issued by the General Department of Taxation and local tax departments for your further reference.

Personal Income Tax (“PIT”) treatment on income and expenses paid to employees during COVID-19 pandemic

Following our September update on PIT treatment on income and expenses paid to employees during COVID-19 pandemic, PwC would like to update readers regarding recent developments on expenses paid by the employers for their employees during the mandatory quarantine period.

The annual year end compliance? How ready are you?

In the past, many employers/employees already find year end reporting an inherently daunting task. This year, apart from the inherent challenges, there are added complexities due to COVID-19. As an employer and employee, how ready are you on reconciling data, deriving deductibles, and finalising year end reporting?

New decree on penalties for customs violations

Nghị định mới hướng dẫn xử phạt vi phạm hành chính trong lĩnh vực hải quan

On 19 October, the Government issued Decree 128/2020/ND-CP setting out administrative penalties for violations on customs matters. Decree 128 will take effect from 10 December and will replace Decree 127/2013/ND-CP and Decree 45/2016/ND-CP.

Uncertainty for Vietnamese real estate companies doing business in an industrial zone

Mơ hồ về phạm vi kinh doanh bất động sản tại khu công nghiệp của công ty bất động sản Việt Nam

This update discusses the inconsistency between the Land Law 2013 and the Law on Real Estate 2014 regarding the ability of a local real estate company, who sub-leases land from an industrial zone developer (IZ Developer), to sell building or other construction works built on such land.

New Draft Decree Implementing the Investment Law 2020

Draft decree guiding the enforcement of the Law on Investment 2020

In October 2020, the Ministry of Planning and Investment (MPI) published a Draft Decree implementing the Investment Law 2020 (Investment Decree). The Investment Decree will replace Decree 118/2015 implementing Investment Law 2014.

New Draft Decree on Security Interests in Vietnam

Dự Thảo Nghị Định Mới Về Biện Pháp Bảo Đảm Tại Việt Nam

In September 2020, the Ministry of Justice (MOJ) published a Draft Decree (Draft Decree) on security interests such as mortgages, or pledges in Vietnam. Once issued, the Draft Decree will replace Decree 163/2006 on the same topic.

Nature of “voucher” business under Vietnamese law

Bản chất của kinh doanh “voucher” theo luật Việt Nam

n Vietnam, vouchers are now not only used as a method of promotion, but also as a kind of “product” sold by many e-commerce platforms. In particular, a voucher trader could sell vouchers to its users, which could be used for certain goods or services provided by certain suppliers. This update discusses the legal basis and use of vouchers.

New guidance on the Law on Appeals

Decree 124/2020/ND-CP providing guidance on the Law on Appeals has recently been issued and will come into effect on 10 December 2020. Please find below our NewBrief on some important changes made to the appeal process and procedures.

Can “actual and direct loss” due to a breach of contract include losses incurred by non-defaulting party under another contract with a third party?

Under the Commercial Law 2005, the value of damage that the non-defaulting party could claim due to a breach of contract will comprise (i) the value of the “actual and direct loss” incurred by the non-defaulting party due to the defaulting party’s breach; and (ii) the “direct profits which the non-defaulting party would have earned” in the absence of such breach.

The burden of proof regarding mitigation obligation in case of a damage claim under Vietnam contract law

Under the Commercial Law 2005, when a non-defaulting party makes a claim for damage due to a breach of contract, the non-defaulting party has the obligations to mitigate the damages it has suffered (Duty To Mitigate). However, Commercial Law 2005 is silent on whether the responsibility to prove the non-defaulting party’s fulfillment or (non-fulfillment) of Duty To Mitigate belongs to the defaulting party or the non-defaulting party.

New Procedures to Coordinate Various Business Commencement Steps for Vietnamese Companies

In October 2020, the Government issued the new Decree 122/2020 on the coordination between various separate procedures relating to the business commencement steps of a company in Vietnam including enterprise incorporation procedures, employee usage declaration, social insurance registration code, and registration of tax invoice.

New guidance on foreclosure of shares and other securities registered with the Vietnam Securities Depository

On 26 August 2020, the Vietnam Securities Depository (VSD) issued Decision 154/QD-VSD to allow a lender who has taken a mortgage over shares or other securities registered with the VSD (Public Securities) to request the VSD to transfer the mortgaged or pledged Public Securities to a third party designated by the lender, if the mortgage or pledge agreement allows the lender to do so.

New decree pushes back compulsory e-invoicing to 2022

On 19 October, the government issued Decree 123/2020 guiding invoices and documents, including e-invoice related matters. One of the decree’s notable points is a delay of the deadline for compulsory implementation of e-invoices from 1 November 2020 until 1 July 2022. This delay gives some breathing room for companies which have not yet implemented e-invoicing.

Cayman Islands removed from EU list of non-cooperative jurisdictions

The European Union (EU) announced on 6 October the removal of the Cayman Islands from its list of non-cooperative tax jurisdictions. The list is a tool of the EU that aims to tackle external risks of tax abuse and unfair tax competition in low and tax neutral jurisdictions.

30% corporate income tax cut in 2020

Following up on our recent newsbrief on the Resolution that cut CIT 30% in 2020, the Prime Minister has officially released Decree 114/2020 providing guidance for this measure. The Decree will take effect on the same effective date of the Resolution (3 August 2020) and apply to the 2020 tax year.

Alert on New Immigration Regulation on Re-opening International Flights between VN and 6 Jurisdictions

On 15 September 2020 the Government Office announced the conclusion for re-opening international flights between Vietnam and some jurisdictions, which is in principle approved by the Prime Minister and agreed with by the Deputy Prime Minister.

New Anti-Spam Regulations

The government issued Decree 91/2020/ND-CP dated 14 August on anti-spam text messages, emails and calls. Decree 91 comes into effect on 1 October and replaces Decree 90/2008 and Decree 77/2012.

Points To Consider In An Arbitration Clause For A Vietnamese Party In A Contract With A Foreign Party

Những Điểm Cần Xem Xét Trong Điều Khoản Trọng Tài Đối Với Bên Việt Nam Trong Hợp Đồng Với Bên Nước Ngoài

When a Vietnamese company enters into a contract with a foreign party, the foreign party usually requires the contract to have an arbitration clause so that disputes arising from the contract will be settled by commercial arbitration instead of Vietnamese courts. When negotiating and drafting the arbitration clause of such contract, a Vietnamese company may need to consider the following points.