ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Thứ Sáu, 26 tháng 4, 2019

Criminal Record Card in Vietnam

Criminal record cards or Police check provides criminal or judicial information about a person in Vietnam. The Vietnam law on criminal record governs the process to obtain the criminal records cards.

Accordingly, to obtain the Criminal Record cards in Vietnam, the applicant must apply at the provincial/ municipal Justice Department in Vietnam. For foreigners residing in Vietnam, he/she has to submit the request to the Department of Justice where he/she resides and receives the results at Justice Department.

Documents required are:

i) the written application form;

ii) certified photocopies of passports;

iii) a copy of the permanent or Temporary resident card in Vietnam;

iv) authorization letter in case of authorized application for Criminal Record card (if the authorized persons are not the parents, spouse or children). The written authorization must be certified or authenticated in accordance with the law;

v) application letter for granting Criminal Record.

During the process of applying for the Criminal Record, the applicant might has to work with the Public Securities agencies; the Court: in case there are not sufficient evidence at the police agencies to conclude that the applicant has no criminal records or the content of the applicant’s criminal records is not clear; People’s Committees of communes, wards and townships; agencies, organizations and agencies related proceedings: in case of coordination to verify the conditions of having his/her conviction automatically written off.

In practice, there are cases when the foreigner already left Vietnam and now he/she is in need of Criminal Record for the time he/she resided in Vietnam. We have successfully assist clients in various cases.

Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Civil Matters Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Tư, 24 tháng 4, 2019

Tax Obligations of Representative Offices in Vietnam

Foreign entities have found Vietnam as an increasing attractive destination for investment. They could consider entering Vietnam in various forms, including setting up representative offices.

“A representative office is a dependent unit of the enterprise, having the task of representing under authorization the interests of the enterprise and protecting such interests” (Clause 2 of article 45, Law on Enterprises 2014). “Representative office shall perform the functions of liaison offices, market surveys, promotion of business opportunities for traders they represent, excluding those in which the establishment of representative offices in that field, it is stipulated in specialized legal documents” (Article 30 – Decree No.07/2016/ND-CP decree detailed regulations on establishment of representative offices or branches of foreign traders in Vietnam under Laws on Commerce).

A representative office is a dependent unit of a foreign enterprise in Vietnam, and it acts under the authorization of foreign enterprises. Representative office shall not conduct business activities therefore, the tax obligations of the representative office are limited, such as:

Firstly, as representative office does not involve profit making activity, hence there are no Value Added Tax, Corporate Income Tax, Annual Due incurred.

Secondly, representative office has to register its tax code, to deduct and pay Personal Income Tax on behalf of its employees working in the representative office or deduct and pay contractor taxes for foreign sub-contractors (if any).

How ANT Lawyers Could Help Your Business?

The changes of laws will be monitored by ANT Lawyers. For advice or service request, please contact us via email or call +84 28 730 86 529

Chủ Nhật, 21 tháng 4, 2019

Where Foreign Investors Obtain Investment License in Vietnam?

To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).

Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved. MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam. Foreign investors apply for investment license at MPI which is acting as the contact point. People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.

In case the foreign investor setting-up a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval. Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for setting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Sáu, 19 tháng 4, 2019

Benefits of Representative Offices in Vietnam

Following the trend of international economic integration, foreigners have been attracted by the benefits of doing business in Vietnam through setting up representative office, setting up company, acquiring shares in Vietnam enterprise through M&A activity.

At the initial stage, foreign entity would try to research market, undertake due diligence on its clients, buyers, clients, or other business partners therefore many will be interested in establishing a representative office in Vietnam.

The foundation of representative office of foreign entity in Vietnam is governed under Vietnam Commercial Law 2005 and Decree 07/2016 / ND-CP dated 25 May, 2016.

Advantages of establishment of a representative office:

Establishing a representative office is a tool to research the market. For the first time, foreign enterprises entering the Vietnam market, the primary purpose is understanding the market, undertaking research on clients, or due diligence on their business partners, distributors, monitoring the performance of buyers and being familiar with the Vietnam market. The establishment of representative office in Vietnam turns out to be the most effective option both of cost and time.

The representative office in Vietnam is an effective tool to promote commercial activity, seeking partners, and increasing opportunities to expand business market in Vietnam.

Representative office form in Vietnam has allowed foreign entity to receive benefits such as recruiting Vietnamese employees, foreign employees working in offices whom could apply for work permit in Vietnam, then temporary residence card in Vietnam, opening bank accounts in foreign currencies or Vietnam dong at commercial banks, and to be allowed to use those accounts solely for their operations.

According to the laws of Vietnam, the establishment of representative offices does not require the investor’s capital. Instead, setting up a company in Vietnam, an economic organization requires capital contribution as per business plan, ranging from USD 50 k to million USD. Sometime, if the investment fall under conditional areas, setting up company seems more challenging. This relieves the foreign trader from advancing too much to achieve the purpose of expanding the market before the business plan has been proved to materialize.

Further, the establishment of representative office follows more simple procedures for licensing in Vietnam than establishing entity in Vietnam. Accordingly, the process has been taken less time which is more favorable for foreign traders.

Challenges of the establishment of representative office in Vietnam?

Vietnam law provides that, in order to establish a representative office in Vietnam, foreign traders have to prove the fulfillment of the financial responsibility in their country. In practice, the foreign entity is expected to provide audited financial statements. In some countries, the financial audited report is not available according to laws. The Vietnam Department of Trade and Commerce, which state authority would grand representative office operation certificate would require documents showing the fulfillment of tax liabilities or financial obligations of the last fiscal year, or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established. This provision may initially be difficult. However, if the foreign trader has been established and operated legally in their country, the implementation of this provision is not a major obstacle.

As a large potential market such a Vietnam, as well as the current rapid reform in administrative procedures, Vietnam Government has been more flexible to encourage foreign traders doing business in Vietnam, hence the establishment of representative offices is an optimal method to consider for market research, trade promotion and a stepping stone to penetrate the Vietnam market successfully.

The commercial law and other business laws in Vietnam are frequently changing toward attracting more quality investment projects into Vietnam. ANT Lawyers in Hanoi, Da Nang and Ho Chi Minh City continue to follow and provide update to its clients for their smooth operation in Vietnam.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Năm, 18 tháng 4, 2019

The Business Conditions for Sports Betting in Vietnam

Law on amendments to Physical Training and Sports No. 26/2018/QH14 is in valid as of February 1st, 2019. The highlight that must be noted is sports betting as provided in Article 67a. This activity is officially governed by laws. Sports betting is a form of entertainment with rewards in which bettors predict the results of sporting events used for betting purpose.

The sports betting has a long history, but it had not been recognized by the State for a long time. Therefore, the betting was considered a violation of laws and was liable to administrative and criminal remedies. Before sports betting is restricted and just allowed to bet on horse racing, greyhound racing and pilot international soccer as specified in the Decree 06/2017/ND-CP effective from March 31st, 2017 on business of betting on horse racing, greyhound racing and international soccer. After the amendment law takes effect, the sports are allowed to bet will be extended according to the List of sports activities allowed to trade in betting issued by the Government.

What Conditions Required for Sports Betting?

Relating to condition of sports betting business in Vietnam, the enterprises need to be granted a certificate of eligibility for betting business. This is one of the conditional business lines under the strict management.

Regarding horse racing and greyhound racing, the enterprises need to obtain the Certificate of investment registration for the project for construction of horse and/or greyhound racecourses and the Certificate of eligibility for betting business. For horseracing, the charter capital requirement is VND 1 trillion ($44.2 million), while for greyhound racing it is VND 300 billion ($13.2 million). Locations of horse and/or greyhound racecourses are conformable to the socio-economic development planning of the area where such racecourses are located. Therefore, if the project attracts more than one investor, the investor for the project for the construction of horse racecourses and/or greyhound racecourses which covers the business of betting on horse racing and/or greyhound racing shall be selected through bidding process according to law.

Regarding international soccer, the procedures is similar to horse racing and greyhound racing. However, The Government allows one enterprise to pilot the business of betting on international soccer. The duration of pilot international soccer betting business shall be 05 years since the date on which the Certificate of eligibility for international soccer betting business is issued. After such period, the Government shall consider whether or not to continue the pilot international soccer betting business upon the assessment of the collected results. The list of international football matches and tournaments which are selected to provide the basis for the business of betting on international football is stipulated in the Decision No. 1064/QĐ-BVHTTDL issued by the Ministry of Culture, Sports and Tourism.

Which Authorities Will Approve the Sports Betting Activities?

The Ministry of Finance will publicize the conditions, dossiers, procedures for organizing bidding to select enterprises to pilot international football betting business according to the provisions of law. To be able to participate in bidding, the enterprises need to meet the following conditions:

(1) The minimum charter capital shall be VND 1 trillion ($44.2 million)or an equivalent amount;

(2) Having a plan on investment in the technological system, technical equipment and business software to ensure their accurate, safe and stable operation;

(3) There shall be a feasible plan on the business of betting on international soccer and ticket selling methods and locations;

(4) Committing to community assistance.

There are 135 countries in the world officially legalizing sports betting activities. Betting is increasingly on the rise, along with the development of information technology and entertainment. In Vietnam, sports betting is put under the strict management.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Ba, 16 tháng 4, 2019

Benefits of Investors to Set-up Business in Ho Chi Minh City

Ho Chi Minh City offers many benefits for foreign companies to do business and invest.

The population of Ho Chi Minh City is of more than 10 mil, earning a higher average income than other part of the country. Consumer retail has found Ho Chi Minh City as an attractive market for investment in retail shops, malls, introducing quality consumer goods to the local.

Ho Chi Minh City offers adequate infrastructure such as the Sai Gon port systems, deep seaport access from Vung Tau port systems, Tan Son Nhat international airport, and possible Long Thanh international airport project, Saigon railway station, the expressways, etc, connecting the city to neighbouring countries in the region and other part of the world. Through setting up factories in industrial zones, processing zones, local and international manufacturing companies could take advantage of high quality labor resources at reasonable cost and move the finished goods to final destinations in US, EU with reasonable lead-time and expenses. Consequently, the city has become leading industrial city of Vietnam, contributing more than 30% industrial production, 30% GPD and 30% national income to the country’s total.

Ho Chi Minh City is also a financial center, which the biggest stock exchange is located. Many corporations, and investment companies has chosen Ho Chi Minh City to set-up management and investment offices to search for opportunities, conduct Merger and Acquisitions and other business transactions, to leverage the annual growth of the country at more than 6%.

At the same time, the city government has been improving policies to support the removal of difficulties for foreign-invested enterprises investing in Vietnam through fixing administrative procedures to shorten the administrative process, saving time for investors, offering “one-stop” mechanism at the main state agencies.

Our professional consultants and lawyers have assisted a number of foreign companies and individuals to conduct transactions, set-up companies, make investment through M&A, and actively involve in the development of Ho Chi Minh City in particular and the whole country

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Romania backs signing and ratification of EU-VN free trade deal

HCMC - Romania has said it is throwing its weight behind the early signing and ratification of the EU-Vietnam free trade agreement (EVFTA) and investment protection deal between the two sides.

Speaking at a joint press conference with her Vietnamese counterpart Nguyen Xuan Phuc in Bucharest today, April 15, Romania’s Prime Minister Viorica Dancila that as the rotary Chair of the European Union (EU), Romania supports the signing and ratification of the two agreements at the earliest date possible, reports the Vietnam News Agency

Phuc – who is in Romania for his first visit as Prime Minister of Vietnam and who is the first Vietnamese PM to visit the European country since 1977 – earlier the same day held talks with PM Dancila and witnessed the signing of cooperation memorandums of understanding.

Dancila underlined the long-lasting cooperation between the two countries, especially in the field of education, saying she hopes that Vietnam will become a closer partner of her country in East Asia.

Phuc highlighted the traditional friendly and cooperative relationship between the two nations over the past seven decades. In its foreign policy of independence and self-reliance, Vietnam always attaches importance to its close relations with Romania, he said.

He said the two sides had successful talks and discussed ways to bolster bilateral ties as there remains large room for their relations to expand further.

Vietnam congratulated Romania on its assumption of the rotary chairmanship of the EU for the first six months of this year and believed it will successfully accomplish the term which will help affirm the role and position of Romania in the EU and the international community.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Năm, 11 tháng 4, 2019

Why Da Nang is a Place for Setting up Business

Da Nang has been creating flexible policies, good environments attracting foreign investors setting up company, building factory, and developing service business.

Da Nang is a social and economic center of central area of Vietnam with the role as the center of industry, trade and tourism and service. It is a seaport city, an important transport hub for the transit of domestic and international transportation. Presently, Da Nang has been rising as a comprehensive and sustainability developing city.

With the advantages of geographical location, people and nature, the leader of Da Nang is planning to build the city becoming a major tourist center of the country, developing tourism industry with entertainment centers and luxury resorts in Vietnam.

In practice, Da Nang has been reducing administrative procedures, creating favorable conditions for investors in obtaining certificate for investment. In the meantime, the city also supports investors understanding the information and maintaining direct dialogue mode with businesses leaders and managers in order to promptly assist any difficulties encountered by investors in the process of project implementation. Da Nang’s leaders are famous in being proactive in providing the latest information about the law in investment, especially information on the process of changing investment certificate… to facilitate the investment plan of the investors whom are investing in Da Nang. For investment projects in infrastructure construction using ODA capital, the city has been quickly implemented the clearance and compensation in time to hand over the project site to the investors as planned.

To ensure the tourism environment and sustainable development, the city focuses on attracting projects in high technology industry, supporting industry and services with high added value i.e. information technology, education, healthcare and logistics…, especially favouring clean and quality projects rather than large projects but are likely to cause environmental issues.

Along with economic development, Da Nang also has activities and measures for environmental protection by investing in building projects to protect and improve the environment such as: modernization the sewer and wastewater treatment system (JICA), building east-west economic corridor (ADB)… to ensure sustainable and long term development of the economy.

An important element for economic development is the local security. Da Nang has done a great job in maintaining public security in order to guarantee investors a stable and safe political, social environment for investors.

It can be seen that Da Nang converges suitable elements and really is a promising land for investors both domestic and international, to invest in entertainment, real estate, tourism, IT, healthcare, education services.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Hanoi looks to boost cooperation with Germany’s Thuringia State

Hanoi is willing to cooperate with and create favourable conditions for German enterprises as a whole and those from Thuringia State in particular to do business in the city, Chairman of the municipal People’s Committee Nguyen Duc Chung affirmed.

Addressing a working session with a high-level delegation of Germany’s Thuringia State, led by its Minister President Bodo Ramelow, in Hanoi on April 8, Chung suggested that the two sides strengthen the sharing of experience and continue to carry out specific cooperation projects, especially in the areas of Hanoi’s demand, such as labour, vocational training, the provision of highly technical medical equipment, digitalisation of databases, and smart city building.

He informed the guests of Hanoi’s socio-economic development over the past few years and also touched on the major challenges currently faced by the city concerning the training of high-quality human resources, traffic congestion and environmental pollution.

One of Hanoi’s efforts to deal with the aforementioned challenges is to accelerate cooperation with European countries, including Germany, Chung said, stating that modern the technological equipment of Germany and Thuringia State are quite suitable for Hanoi.

For his part, Minister President of Thuringia Bodo Ramelow affirmed that relations between Thuringia and Hanoi have been growing finely over recent times, with Thuringia’s businesses highly appreciating the learners from Vietnam.

He voiced his wish that Hanoi and Vietnam would continue to be a trusted partner of Thuringia, agreeing with the Hanoi mayor on the enhancement of experience sharing between the two sides and further bilateral cooperation in the handling of environmental pollution issues and vocational training.

The high-ranking delegation of Germany’s Thuringia State, led by its Minister President Bodo Ramelow, is paying a working visit to Vietnam (Hanoi and Ho Chi Minh City) from April 6 to 13, at the invitation of Deputy Prime Minister and Foreign Minister Pham Binh Minh

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Tư, 10 tháng 4, 2019

How Lawyers Could Assist to Collect Debt

The collection of bad debt and late payment after sales or services are difficult and sensitive jobs in Vietnam. Therefore, such job has always been handled by the law firm in Vietnam whom is aware of law and the process. The lawyers in Vietnam whom receive the case should be well informed about the legal nature of the debt profile and they must have skills on debt recovery.

Depending on the nature of each case and each specific dossier, the law firm can be able to make suitable plans to deal accordingly with the debtor.

There will be a number of methods and different solutions in the work of debt recovery. However, the recovery of debt will apply the following two basic methods:

– Mediation and agreement methods are ways that lawyers and legal professionals will come directly to negotiate and persuade debtor to make their debt payment schedule based on understanding of law and various drivers.

– Resolve through court proceeding, or arbitration. This method will be applied in the case that debtors are unwilling to cooperate, trying to evade responsibility, or the payment plan is delayed.

Time limit for settling the debt collection is influenced by different factors but the two most important factors are the legality of the documents and the payment capability of debtors.

There are debtors, after being explained the consequences and losses of non-payment, late payment by lawyers and legal experts, they were aware of and make plans to pay debts.

But there are debtors that the client requires the support and intervention of the state authorities. In such case, the duration of the case will be prolonged.

How ANT Lawyers Could Help Your Business?

The changes of laws will be monitored by ANT Lawyers. For advice or service request, please contact us via email or call +84 28 730 86 529

Thứ Ba, 9 tháng 4, 2019

Students learn how to start up business

HCMC - Corporate executives pointed out at a business seminar in HCMC on Monday that feasible ideas and the daring will as among the important factors students should possess if they want to set up their own businesses and develop their personal brands after graduation.

Duong Thu Huong, director of public relations and operations at IDG Ventures Vietnam, asked more than 200 students at the seminar to identify what they would want based on their ideas and then try their best to make it a reality.

Nguyen Minh Triet, chief executive officer of Strategy Asia Group, shared Huong’s view, saying that business start-up was to start a journey. “You must select a direction and make every effort to achieve the targets you set for the journey,” Triet told participating students at the “Building a Corporate Career: Developing Personal Brand and Leadership in a Big Game” session of the “Re-Invest Yourself” seminar.

Triet said a company should have a clear development strategy and targets. “Different approaches are needed to reach different goals,” he said and advised young people set up businesses in the fields where they have experience and know-how to gain a certain advantage.

Huong of IDG Ventures Vietnam warned business start-up was not an easy job because young people were required to have practical ideas appropriate for their personal capacities.

However, she said that many opportunities were awaiting youths to set up new businesses and investment funds were also ready to help translate their business ideas into reality.

Huong told the Daily that IDG Ventures Vietnam would invest in new feasible business ideas and the investment capital would depend on the scale of the project.

Triet of Strategy Asia Group said failure was common when doing business but stressed the lessons from this failure was what that mattered most for successful business people. “Failure is necessary for us to achieve success.”

Nguyen Cong Ai, director of tax and corporate services at KPMG Vietnam, said failure drew people to reality and helped them work harder to get more success. “The biggest failure in life is that we do nothing when we fail,” Ai told the seminar.

Triet of Strategy Asia Group said personal brand development was like building a company. “We must have a proper strategy and set the target to achieve.”

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Chủ Nhật, 7 tháng 4, 2019

What Important Step-by-Step Guide to Establish Company in Vietnam?

When foreign investors invest in Vietnam, they could establish company in Vietnam. Foreign investors have the right to choose the appropriate forms of enterprise such as a limited liability company, joint stock company, etc. with specific steps are as follows:

Step 1: Register the investment project

Investors submit an investment project registration file to the Business Registration office of the province or city or the management board of an industrial zone, an export processing zone or a high-tech zone for the approval of an investment project during the period within 15 days (without time for clarification).

Step 2: Apply for Certificate of investment registration

After approval of the investment project, investors submit a valid record to the Department of Planning and Investment within 10 days to apply for a business registration certificate.

Step 3: Apply for the certificate of business registration

After obtaining the business registration certificate, the investor shall submit the application for enterprise registration certificate to the enterprise registration office within 3 days.

Step 4: Publish the content of the business registration

After being granted the certificate of enterprise registration, the investor shall disclose information about the enterprise on the national enterprise registration portal within 30 days, including the following information:

i, Business lines;

ii, List of founding shareholders and shareholders being foreign investors for joint-stock companies.

Step 5: Registered business stamp

The enterprise has the right to decide on the form, quantity and contents of the stamp of the enterprise. The content of the stamp must show the following information:

– Company’s name;

– Business code.

After receiving the legal entity stamp and before using the business stamp, the enterprise must send a notice on the stamp of the enterprise to the business registration office for publication in the National Information Portal on the business registration.

Step 6: Notice of use of stamp:

After having stamp made, investors submit notices on use of stamp forms to the Investment registration agency.After receiving the record, the Investment registration agency issues a receipt for the enterprise, publishes the notice of the enterprise on the National Business Information Portal and issues a notice of the posting, stamp samples of enterprises, branches and representative offices for enterprises.

Step 7: Open bank account:

Investors need to open two types of bank accounts, namely the investment capital account to receive the investment amount and the transaction account for conducting daily transaction in Vietnam.

Step 8: The post licensing procedures:

For the conditional business lines:

Investors investing in conditional businesses lines as regulated in Appendix 4 of the Investment Law 2014 must apply certificate of business qualification, practicing certificates, professional liability insurance, legal capital requirements, etc. before conducting business in Vietnam.

How ANT Lawyers Could Help Your Business?

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Thứ Sáu, 5 tháng 4, 2019

VietNam opens up logistics sector to foreign companies

HCMC – Foreign investors will be given the go-ahead to set up companies in Vietnam, but with conditions on ownership and services, according to Government Decree 163 on logistics services which will come into force on February 20.

Foreign investors are given the green light to establish maritime shipping companies, except for domestic services.

They are required to meet some requirements such as their vessels carrying the Vietnamese flag, their captains and first vice captains being Vietnamese citizens, and the number of their foreign crewmen being less than one-third of the total on board.

Overseas investors who offer container loading and unloading services can set up their own companies, or hold a stake of below 50% in local enterprises.

Those providing goods customs clearance services can also do the aforementioned services. However, they have the right to establish a commercial presence in the form of business cooperation contract only.

Foreigners are allowed to set up companies specializing in goods shipping services by inland waterway and rail, or acquire stakes of less than 49% in local companies in the same sector.

Those active in road cargo transport can set up their own companies, but all of their drivers must be Vietnamese citizens.

According to the decree, they also must fulfill business investment requirements in line with regulations for their services. Besides, they must compensate their customers if goods become defective in their shipping process.

Statistics of the Vietnam Logistics Association indicate Vietnam has around 3,000 local companies, with 1,300 being small and medium enterprises, in the logistics sector. However, they hold a market share of a mere 25%. Meanwhile, 25 foreign companies make up the remaining proportion, mainly in international transport services.

The association said the domestic logistics sector has an annual growth rate of 15-16%. The Logistics Performance Index of the World Bank indicates that Vietnam was ranked 64th among 160 countries, and took the fourth place among ASEAN countries behind Singapore, Malaysia and Thailand in 2016.

However, logistics cost accounted for 20.8% of gross domestic product, totaling a whopping US$41.26 billion in 2016.

How ANT Lawyers Could Help Your Business?

Please click here to learn more about ANT Lawyers Foreign Investment Practice or contact our lawyers in Vietnam for advice via email or call our office at +84 28 730 86 529

Thứ Tư, 3 tháng 4, 2019

What a Law Firm Could Assist in an M&A Deal?

M&A, abbreviated by Mergers and Acquisitions is expanding in both quantity and volume in Vietnam in many sectors. Successful M&A deals depend on various factors and legal due diligence, and drafting agreements are important processes in Vietnam.

For investors whom are interested in M&A deal in Vietnam as buyer or seller,it is important to hire a law firm that will assist in the process. The law firm in Vietnam could provide assessment of the target company through a legal due diligence, a legal background directly related to M&A deal, all of which are necessary to the completion of a successful deal. The attorney could then draft the letter of intent, and legal contracts, including the final purchase agreement, which will include a lot of stipulations that will need to be done correctly in order for the business transaction to be beneficial to both parties and in compliance with Vietnam regulations.

A law firm with expertise of Vietnam regulations, with the lawyers having experience and legal knowledge will be able to provide the clients with the right check-list of the documents to review. In addition, the presence of lawyers contributes to strengthening the trust of the parties. In recent years, foreign businesses have often made acquisitions of all or part of a Vietnamese enterprise, and they often require the seller to engage law firms specializing in M&A. And now, not only the foreign businesses but also the Vietnamese parties are in need of conducting M&A deals with the participation of lawyers to ensure the success.

Lawyers shall conduct legal due diligence of enterprises, check reports and explanations with prudence, honesty and efficiency. They help the buyer and/or seller to understand their legal status, legal rights and obligations, legal regulations for assets, labor contracts, land records, construction and investment registration, certificates, and licenses and other matters. This is the basis for determining the status of enterprise and possible legal risks may cause. Lawyers will conduct and produce the most comprehensive, accurate, legal and objective information and legal documents by their professional, knowledgeable and ethical.

Lawyers shall advise the structure of an M&A to ensure the commercial intent that the parties are aiming and shorten the execution time and costs. In addition, it ensures the legality of procedures, safety and minimizes the legal and financial risks for the parties.

There is no common contract template for all M&A deals. Lawyers shall actualize the trade agreements, the will of the parties to the legally binding terms of the contract as well as clearly defines the rights and obligations of the parties to ensure the enforceability, minimize unlawful agreements or unclear terms that may cause the subsequent disputes.

How ANT Lawyers Could Help Your Business?

The changes of laws will be monitored by ANT Lawyers. For advice or service request, please contact us via email or call +84 28 730 86 529

Sales and Purchase of Ocean Ships in Vietnam

Ship sales and purchase should involve shipping lawyers in Vietnam whom understand the laws and the shipping industry.

For long, maritime activities and carriage of goods by sea are important parts of the international economic life, supporting the import and export of goods, connecting Vietnam to the world commodities market and therefore playing as driving factors behind the development of maritime transportation field.

As the demands for transportation exists, although some times up and down depending on the cycle of the economy, ships purchase and sales are important part of maritime related transaction businesses. With its own special characteristics, the purchase or sale of ships usually involve enormous economic interests, and risks at the same time. Ships are special objects in transactions therefore require the help of local and international ship lawyers with knowledge and experience to handle.

Stages in a Ship Transaction

The sale and purchase of a ship include contract, inspections, and the closing.

At the first step, both buyer and seller appoint ship brokers to carry out the negotiating and defining the clauses needed in the contract. Once details of the contract are agreed, the parties shall initiate the process of drafting the contract under Memorandum of Agreement (MOA) which normally is under a standard form. The governing law applies to such contract is usually the law of the country where the ship is registered its nationality. To enable the international transaction of ship, parties will sign an addendum to the MOA, stating necessary documents to be provided which may include: Approval from Director or Shareholders of resolving the sale of the vessel; Export or Import Permission of the Maritime Administration (requirement depending on national legislation), Power of Attorney, as well as other related documents involving the grade, commitments of the seller, etc. Once lawyers of buyers and sellers agree on the documents and have initial checking of such, the buyer may pay a deposit as a percentage of the value of the contract.

After the forming of contract, shipping lawyers of buyer start to inspect the documents provided by the seller. The inspection of the ship could be conducted in parallel. For the documents inspection, the buyer will check the ship’s class records and certificate records. The inspection of records will reveal the history of the ship’s maintenance in compliance with the requirement of class. Furthermore, the buyer need to check the mortgages and the maritime lien records to make sure that the vessel is free from encumbrances, debts, taxes, mortgages and maritime liens. This will help prevent any damages or loss subject to the legal issue of the ship which may occur before the delivery of the ship. The buyer should also acknowledge of whether the ship owner is in debts for fuels or salaries, etc. However, in some case, it may be difficult to verify such information without the collaboration of the ship owner.

For the physical inspection, instead of just checking the logbook for the status of the ship, it is preferable to hire a professional examiner to control the process of physical inspection relating the safety, certificates, equipment and engine issues. Sending a person on the ship to participate in some of the ship’s voyages may be advisable in circumstances.

At closing, the parties shall transfer the ship and all related documents as required. During the stage of delivery, the buyer physically accepts the delivery of the vessel after re-checking the status of the vessel, the remaining amount of fuel and engines status at the designed port. The place for delivery may be at a different location from where the contract was made. It depends on the agreement between the parties and usually for the convenience of the voyage.

An important document that needs to be transfer at this stage is the Bill of Sale. The Bill of Sale should be in proper form and duly notarized. In some country, it is crucial to get the Bill of Sale registered at the authority agencies in order for it to take effect.

Other procedures that the parties also need to complete at the state’s authority agencies include legalization of the ship transaction process, transference of vessel ownership and modification of the shipping registration. The state where parties are to complete such procedure shall be the country where the vessel is registered (the country which the vessel is permitted for flying flag).

Why Shipping Lawyers are Important in Ship Transaction?

Seagoing vessel is a special type of asset in a commercial transaction. When engaging in a contract to purchase a vessel, it is important to consider not only the nationality of the owner but also the nationality of the vessel itself. As the process of the transaction involves many procedures and requirements which usually need to be complete at the state’s authority agencies, the law of the country where the vessel is registered shall have a strong influence on the interpretation and execution of the contract.

The model contract usually comes with specific requirements on the content and form of the commercial invoice and the Bill of Sale pursuant to the national legislation (the nation where the vessel is registered). The parties may agree to change some of the clause in the model contract to meet their demand in the transaction. However, if a model contract is chosen to be used, the parties should at all time acknowledge of all the clauses existing in the contract and try to comply with the form and requirement of such documents.

Most of the transferred documents in a vessel transaction need to be notarized or legalized in order for the contract to take effect. However, the process of notarized and legalized in some country only certify that the documents have been duly signed and stamped, it doesn’t confirm or verify the certainty of the content and information provided in the documents. Therefore, both parties should require the other to provide the certificate or proof of the competent authority agencies confirming the certainty of the information or content that they have committed in the contract. For example, in a ship transaction, the buyer usually required seller to commit that the ship is free from any encumbrances, debts, taxes, mortgages and maritime liens. To confirm the certainty of such information, the buyer may require the seller to provide documents or certification from National Registration Agency for Secured Transactions to ensure the documents are provided in good faith. To reduce the risks, the buyer may also ask for a specific clause in a contract stating the liability of the seller in the event of future dispute relating the vessel.

In case one parties of the contract is an organization or company, the required documents should include the Minute of the Joint Meeting and Decision/ Approval of Directors or Shareholders resolving the sale of the vessel in accordance with the term and conditions of the MOA. Those documents should be duly established and signed in accordance with the requirement of the national legislation (law of the country where the company is set up). The Approval of Shareholder should also require the signature of all the shareholders of the company in order to avoid future disputes that may arise. Other documents which parties should also consider including Association’s Regulation, authorized papers, passports and personal documents of the representatives of each party. This will help better understand the legal position of parties in the contract, ensure their legal status to engage and perform in the contract.

ANT Lawyers have experience in laws and shipping matters to advice clients whom are interested to buy ships from Vietnam ship owners. We assist our clients in the process of reviewing contract, examining the documents and giving useful consultation for the sale and purchase procedure.
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Thứ Ba, 2 tháng 4, 2019

Transfer of Investment Projects in Vietnam

Under the current Law on Investment, investors are entitled to transfer part or all of the project to another investor when satisfied the specific conditions and conducting to procedure of project adjustment under the regulation of law.

The conditions of project transfer

- The project is not terminated in the cases as prescribed in Clause 1 Article 48 of Law on investment;

- Investment conditions applied to foreign investors are satisfied in case the foreign investor receives a project of investment in conditional business lines;

- Regulations of law on law, real estate trading is complied with if the project transfer is associated with transfer of land;

- Conditions in the Certificate of investment registration or relevant regulations of law are complied with.

Preparation of dossier

- A written request for permission for project adjustments;

- A report on the project’s progress up to the time of transfer;

- The project transfer contractor an other document with equivalent legal value;

- Copies of the ID card or passport (if the investor is an individual) or Certificate of Enterprise Registration or another document with equivalent legal value (if the investor is an organization);

- Copies of the Investment Registration Certificate or decision on investment guidelines (if any);

- Copies of the BCC contract (for BCC projects);

- Copies of one of the following documents of the transferee: financial statements of the last 02 years; commitment to provide financial support by the parent company, commitment to provide financial support by a financial institution, the guarantee of transferee’s financial capacity, documents describing the transferee’s financial capacity;

Order and procedure

- Investors submit the dossier at Department of Planning and Investment (or Management of Economic Zone or High-tech Zone);

- Within a period of 10 working days from the date of receipt the complete and valid dossier for an investment project operating under an investment license and not subject to decision of investment policy (or 28 working days from the date of receipt the complete and valid dossier for an investment project which is subject to investment decision of the provincial People’s Committee; 47 working days from the date of receipt the complete and valid dossier for the investment project subject to the decision of the Prime Minister), the competent authorities consider and decide to adjust the investment registration certificate to the investor transferring the project.

Before transferring an investment project, investors need to evaluate the legal situation, apart from the financial, personnel, and other key issues of the project, which are subject of the transfer. Therefore, to ensure effective transfer, investors often engage law firms with highly qualified lawyers in Vietnam to conduct M&A legal due diligence related to the legal documentation of the owner, capital contribution of the shareholder or member, tangible assets (land use rights, plant and machinery, equipment, etc.) and invisible assets (including industrial property rights), licenses, contracts or transactions of great value, taxes and other legal risks such as litigation or disputes which could significantly impact the project..

The transfer of an investment project is an administrative procedure with a state agencies that is only smooth when the parties reached agreements. In fact, the transfer of the investment project’s timeline depends on the appraisal and evaluation process of the parties involved in the project.

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