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Rules of Interpretations of Vietnamese Law Contracts

Các nguyên tắc giải thích hợp đồng theo luật Việt Nam

Under Vietnamese law, the rules of interpretation of contract are mostly provided under Article 404 of the Civil Code 2015. According to this provision, the order of priority in interpreting a contract seems to be (1) “mutual intention” (ý chí chung) of the parties; (2) contract wording; and (3) each party’s intention and customary practice. This update examines the rules of interpretation.

Potential structures for overcoming a merger filing threshold in Vietnam

Các cấu trúc tiềm năng để vượt qua ngưỡng thông báo tập trung kinh tế tại Việt Nam

The merger filing thresholds under the new Decree 35/2020 are drafted broadly and have no exception. Accordingly, many M&A transactions, which have no anti-competitive impact in Vietnam are still subject to filing requirements. A filing process could take substantial time and effort since at law and in practice, the competition authority (NCC) has very broad discretion in demanding additional information or documents about the parties. This update reviews some potential structures for overcoming the merger filing threshold in Vietnam.

New Regulation on Solar Power

The long awaited new fit-in tariffs (FiT) for solar power projects were finally introduced by the Prime Minister’s Decision 13/2020/QD-TTg. However, some aspects of these new rules will cause concern to investors.

Draft Circular on Tax Registration

The Ministry of Finance has now released a draft circular to provide some guidance on its implementation. When it comes into effect, this would replace the current Circular on tax registration, i.e. Circular 95/2016.

New Decree Guiding Competition Law

The Competition Law 2018 (“CL”) came into effect on 1 July 2019 and prohibits (i) competition-restraining agreements, (ii) abuse of dominant market position/monopoly position, (iii) economic concentration, and (iv) unfair competitive practices. The government issued Decree 35/2020/ND-CP dated 24 March guiding the Competition Law 2018. Decree 35 will come into effect on 15 May.

Guidance on the Combined Declaration of Multiple Products in Box 7 of the Certificate of Origin

During recent inspections of the application of Certificate of Origin Form E, Customs have questioned C/O's validity in case multiple product items are combined and declared in C/O box 7. Accordingly, the General Department of Customs has recently issued an instruction on the required content in Box 7 in cases of combined declarations for multiple products in Official Letter No. 575/TCHQ-GSQL dated 31 January 2020.

The Vietnam Supreme Court’s opinion on unauthorised corporate loans

Quan điểm của Tòa Án Nhân Dân Tối Cao Việt Nam về các khoản vay vượt quá phạm vi đại diện của doanh nghiệp

In September 2019, the Supreme Court gave an important Opinion to lower courts about how to deal with a loan agreement by a borrower who has failed to obtain appropriate corporate approval. This update discusses the Opinion and its potential impact.

New merger filing thresholds in Vietnam - Decree 35/2020

Nghị Định 35/2020 - Ngưỡng thông báo tập trung kinh tế tại Việt Nam

The Vietnamese Government has issued an important decree implementing the Competition Law 2018. Among other things, the Government has introduced a (mostly) complete new set of merger filing thresholds. This update discusses the new thresholds and their potential impact on mergers and acquisitions and thus investment in Vietnam.

Decree 35/2020 – The concept of “control” in merger control rules in Vietnam

Nghị Định 35/2020 - Khái niệm kiểm soát trong các quy định về kiểm soát tập trung kinh tế tại Việt Nam

This update discusses Vietnam's merger control rules under the Competition Law 2018 and Decree 35/2020 and the concept and application of the rules for mergers and acquisitions. Mergers and acquisitions account for a growing proportion of FDI in Vietnam (Foreign Direct Investment).

Draft Decrees: increase the cap of deductible interest expenses and extend the deadline for implementation of compulsory e-invoicing

Cập nhật Dự thảo Nghị định: nâng mức khống chế chi phí lãi vay và lùi thời điểm bắt buộc sử dụng hóa đơn điện tử

The Ministry of Finance (“MoF”) recently composed two key draft Decrees to be tabled to the Prime Minister for consideration, including a draft decree to increase the cap of deductible interest expenses under Clause 3 Article 8 of Decree 20/2017/ND-CP and a draft decree on invoicing.

Mortgage registration of public securities at Vietnam Securities Depository and Clearing Corporation

Đăng ký thế chấp chứng khoán đại chúng tại Tổng Công Ty Lưu Ký và Bù Trừ Chứng Khoán Việt Nam

Under the new Securities Law 2019, the Vietnam Securities Depository and Clearing Corporation (VSDCC) will replace the current Vietnam Securities Depository and will have the authority to register the security interest (such as mortgage or pledge) over securities centrally registered at VSDCC (public securities).  This update discusses changes resulting from the authority of the VSDCC.

Vietnam Tax Update: COVID-19 – Deferral of Taxes and Land Rental Fee Payments

The Vietnamese Prime Minister approved Decree 41 allowing the deferral of VAT, corporate income tax, personal income tax and land rental fee payments to support enterprises, individuals and household businesses affected by the COVID-19 global pandemic. The primary features of Decree 41 are outlined in this update.

New guidance on rules of origin under CPTPP

Hướng dẫn mới về quy tắc xuất xứ hàng hóa trong Hiệp định CPTPP

To facilitate exporters to take advantage of the CPTPP (Trans-Pacific Partnership) preferential tariffs, on 24 March 2020, the Ministry of Industry and Trade issued Circular 06/2020/TT-BCT regarding the rules of origin in CPTPP.

Social Insurance Contribution Suspension during COVID-19 outbreak

In Directive 11/CT-TTg dated 4 March, the Prime Minister called on ministries and state agencies to urgently implement measures to address difficulties faced by businesses during the Covid-19 outbreak. In response to Directive 11, the Ministry of Labour, War Invalids and Social Affairs, Vietnam Social Security, Vietnam General Confederation of Labour and some local authorities have issued various official letters to guide suspension/ postponement of social insurance and trade union finance contributions.

Vietnam Covid-19 Outbreak - Maintaining A Safe Workplace

Dịch Bệnh Covid-19 Tại Việt Nam – Đảm Bảo An Toàn Lao Động

Vietnam Covid-19 Outbreak - How to Deal With Employee Who Is In Quarantine Due To Government Order?

Dịch Bệnh Covid-19 Tại Việt Nam – Xử Lý Trường Hợp Người Lao Động Phải Cách Ly Theo Yêu Cầu Của Chính Phủ

This update discussed Covid-19 cases: 1) Employees being quarantined at Government facilities, and 2) Employees being self-quarantined at residence, pursuan to government order.

Vietnam Covid 2019 Outbreak - How to deal with employees confirmed to be positive for Covid-19?

Dịch bệnh covid-19 tại Việt Nam – Xử lý trường hợp người lao động dương tính với covid-19

Beware of Covid-19 Frauds and Scams

Across the world, we have seen an increasing rise in scams associated with COVID-19. In Vietnam, there have been several scams relating to COVID-19 in which the victims unknowingly transferred money to fraudsters’ bank accounts.

Vietnam Covid 19 Outbreak - How to deal with an employee who violates Covid-19 regulations and is later on tested positive?

Dịch bệnh Covid-19 tại Việt Nam – Xử lý trường hợp người lao động vi phạm “Quy định về bệnh Covid-19” (VD: sai phạm trong khai báo y tế, trốn tránh cách ly) và có kết quả xét nhiệm dương tính sau đó?

Important change re Certificate of Origin Form AANZ

Cập nhật quan trọng về Giấy chứng nhận xuất xứ hàng hóa mẫu AANZ