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Unofficial clarifications by Vietnam Competition Authority on merger filing

Giải thích không chính thức của Cơ Quan Quản lý Cạnh tranh Việt Nam về hồ sơ tập trung kinh tế

On 14 January 2021, the Competition Management and Consumer Right Protection Authority (VCA) organized a Seminar on “M&A regulation under Vietnamese Competition Law”. During the Q&A sections, the head of the merger filing division responded to various questions raised by lawyers from Venture North Law and other law firms. The official from the VCA has given some notable clarification as follows in this update.

Reputational damage arising from breaches of a commercial contract under Vietnamese law

Thiệt Hại Về Uy Tín phát sinh từ các vi phạm hợp đồng thương mại theo pháp luật Việt Nam

In Vietnam, it is not common to see the aggrieved party claiming for damage which causes harm to its reputation (Reputational Damage) due to breaches of commercial contracts by the defaulting party. However, in principle, Reputational Damage due to breaches of a commercial contract should be claimed and recovered under Vietnamese law as this update discusses.

New Decree on Business Registration in Vietnam

Nghị định mới về Đăng ký Doanh nghiệp tại Việt Nam

The Government recently issued Decree 1/2021 which takes effect from 4 January 2021 and replaces Decree 78/2015 in terms of enterprise registration procedures. This update discusses certain new regulations and changes under Decree 1/2021 in relation to registration and notification of enterprise information.

New Decree Implementing the Vietnam Labor Code 2019

Nghị Định mới thi hành Bộ luật Lao động 2019

On 14 December 2020, the Government issued a new decree to implement the regulations on labor conditions and labor relationship under the Labor Code 2019 (Decree 145/2020). Decree 145/2020 will take effect as from 1 February 2020. We list below some notable changes to labor regulations under Decree 145/2020.

Various guidance issued on the new Labour Code

Three decrees and a circular were issued by the government and the Ministry of Labour recently to guide the new Labour Code, including the following: 1) Decree 145 clarifying various matters in the new Labour Code (dated 14 December 2020), 2) Decree 152 on foreign employees working in Vietnam and Vietnamese employees working for foreign organisations in Vietnam (dated 30 December 2020), and 3) Decree 135 detailing the Labour Code’s provisions on new retirement ages (dated 18 November 2020).

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.

KPMG Tax Alert - December 2020 - Circular 105 on Tax Registration

KPMG Bản tin nhanh về Thuế và Luật - Tháng 12 năm 2020 - Thông tư 105 hướng dẫn về đăng ký thuế

On 3 December 2020, the Ministry of Finance issued Circular 105/2020/TT-BTC providing guidance on the tax registration in accordance with the Law on Tax Administration 2019. Circular 105 takes effect from 17 January 2021 and replaces Circular 95/2016/TT-BTC. This update discusses some noteworthy points in Circular 105.

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.

KPMG Tax & Legal Updates - November 2020

This tax and legal updates covering the following issues: 1) Corporate income tax, 2) foreign contractor tax, 3) personal income tax, 4) export / import tax, 5) special consumption tax, 6) tax administration and customs administration, and 7) foreign exchange control

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.