Asia Legal

Convening a General Meeting of Shareholders (“ GMS ”) of a joint-stock company is not an unusual event in general and a publicly listed joint-stock company in particular. On the contrary, pursuant to the law of Vietnam, the GMS must be convened annually. Although it seems familiar, there are still some concerns arising out of the process, especially in the context of the publicly listed joint-stock Company, as it is regulated by particular statute laws and regulations. This article focuses on some legal issues derived from convening GMS of the publicly listed joint-stock Company and demonstrated in periodical. The first periodical consists of: 1. The requirement to notarize the power of attorney to attend and vote at GMS by the Company; 2. The compliance with the law of Vietnam to send the second and the third invitation in case of failure of the first meeting, and; The requirement to notarize or authenticate the authorization to attend and vote at GMS by the Company. The convening of

Currently, setting up a foreign-invested enterprise in Vietnam is no longer difficult too much, however, foreign investors (the “ Investor ”) should be aware of some key regulations related to the company establishment to strictly comply with. Regulation on capital contribution is one of the important points that the Investor should keep in mind when forming a foreign-invested enterprise in Vietnam. 1. Time limit for making capital contribution Subject to the types of enterprise that the Investor registers to set up in Vietnam, the time limit for making capital contribution differ as follow: Limited liability company – LLC  (comprising multiple-members LLC and singer-member LLC): the Investor shall contribute capital as committed within 90 days from the date of Enterprise Registration Certificate issued by the Vietnamese competent authority; Joint stock company : The Investor shall fully pay for the subscribed shares within 90 days from the date of the Enterprise Registration Certifica

Vietnam is a potential and attractive investment environment for foreign investors due to its many advantages in a large labor market, affordable labor costs,   abundant  young  workforce , incentives policies. When implementing investment activities in Vietnam, besides the concerns about conditions and procedures, foreign investors need to pay special attention to labor regulations as well. There are core labor regulations that foreign investors keep in mind when making the investment in Vietnam. 1. Labor Contract Under the provisions of Vietnamese law, a labor contract is an agreement between an employee and an employer on a paid job, salary, working conditions, and the rights and obligations of each party in the labor relations. A labor contract shall be concluded in one of the following types: An indefinite-term labor contract  is a contract in which the two parties neither fix the term nor the time of termination of the contract. A fixed-term labor contract  is a contract in which

Mergers and Acquisitions (“M&A”) has long become a popular term. M&A transactions not only bring benefits to the parties involved, such as increasing the efficiency of business operations or reducing or eliminating competitive pressures from competitors but also become an effective channel for capital mobilization for the economy, promote the process of renovating the growth model, restructuring the economy, and equitizing state-owned enterprises. Despite being affected by the COVID-19 pandemic, the M&A market in Vietnam still has grown strongly with many successful deals. In the first 10 months of 2021 alone, the M&A market attracted USD 8.8 billion, up 17.9% compared to 2020 and 13.7% compared to 2019. [1]   M&A is not just a potential playground for domestic investors but also a good opportunity for foreign investors. This article analyzes each of the three most common types of M&A transactions in Vietnam: asset purchases, share/contribution purchases, and me

Employment related cost is always a fundamental part of corporate operational costs. Some of these employment related costs are mandatory. The following information will provide foreign investors with an overview of the basic costs of an employee in Vietnam. 1. Salary Basically, the salary of each employee is negotiated and agreed upon by both the employee and the employer, depending on the position, title, professional level, capacity of the employee. Nevertheless, the salary must not be lower than the regional minimum salary prescribed by the Government. The minimum salary level set forth in the table below is applicable on the basis of the locality where the employee works and for the untrained employees. The regional minimum salary for trained employees must be at least 7% higher than the one for the untrained employees. 2. Compulsory Insurance The employer and the employee are required to contribute to compulsory social insurance, health insurance and unemployment insurance funds.

With the strong competitive advantages of geography, natural resources, and an abundant labor force, Vietnam is one of the leading investment destinations in Southeast Asia, attracting a large amount of capital each year. Despite being affected by the COVID-19 pandemic, in 2021, total newly registered, adjusted, and paid-in capital for share purchase by foreign investors reached about USD 31.15 billion, an increase of 9.2% compared to the same period in 2020, focusing mainly on some sectors, namely processing and manufacturing, electricity production and distribution, real estate business, wholesale and retail [1] . To be able to achieve this impressive figure, the Government of Vietnam has developed many policies to support investors, helping them to access the Vietnamese market easily and effectively. In order to help foreign investors easily find the right methods to maximize the benefits of direct investment in Vietnam while still complying with relevant laws, we have published thi

In Vietnam, electronic documents, emails, telegraphs, faxes,… which are familiar forms and can be easily collected and evaluated the integrity, electronic data is a much more comprehensive and diverse concept. The definition of electronic data specified in Clause 1, Article 99 of the Criminal Procedure Code 2015 may refer to: ” Electronic data is a   symbol, letter, digit, image, sound or similar form created, stored, transmitted or received by electronic means”.   Electronic data is collected from electronic media, computer networks, telecommunication networks, online, and other electronic sources collectively referred to as the electronic environment. Electronic data is invisible and immaterial because the electronic environment is a “virtual” environment. In addition, non-border or territorial electronic data may be initiated in one country while such data is stored in another (e.g., online gambling cases in Vietnam but the server system that stores gambling data is all abroad). Wit

In the previous article, it has been stated that the hidden contents and information is part of a data message and must also be kept intact from the time such data message is initialized for the first time. However, there are many practical cases where users may print files and documents that contain the displayable contents of a data message into paper copies to sign, stamp and then scan such paper copies again, save them in different formats/extensions or simply take pictures to send to each other. How can we ensure that the content of data messages remains intact during the above-mentioned conversion process? 1.   The data message has the same value as the original b)     The content of the data message is accessible and usable in its complete form as needed. According to Clause 2 Article 13 of the Law on E-Transactions, one of the requirements to ensure the validity as the original of a data message is that its content can be accessed and used in its complete form when needed. The

Recently, most parties involved in electronic transactions have been expressing an outstanding interest in the integrity of   data messages   since it is considered one of the important criteria to determine the value as evidence and the value as the original of such   data messages. According to the definition in the Law on Electronic Transactions 2005 : “Data message is information created, sent, received and stored by electronic means”.  In a guiding resolution of the Judicial Council of the Supreme People’s Court, electronic data messages used in electronic transactions must be formatted according to the provisions of the law on electronic transactions and the guidance of the Supreme People’s Court, by forms such as electronic data exchange, electronic documents, electronic mail, telegram, telegraph, fax and other similar forms. This article shall be divided into parts to thoroughly evaluate the integrity of the data message, which is the basis for determining (i) the original valu