Draft and Review Contracts – A Lawyer’s View

In Vietnam, certain type of contract has to follow forms requested by laws as such client is recommended to seek help from professional contract lawyers in Vietnam to help draft or review.

Contract is an agreement enforced by law In Vietnam, contract is a civil transaction which parties enter into voluntarily, each of whom intends to create, change, or terminate one or more rights or obligations between them according to Vietnam Civil Code. Contract plays an important roles in business transaction. Written contract provide individuals and businesses a legal document reflecting agreement, expectation and mechanism to resolve potential disagreement or disputes.

The lawyers in Vietnam drafting or reviewing contracts under Vietnam laws will need to initially review the legal resources in relevant to the transactions, research related documents and the parties involved to provide legal opinions, make suggestions and propose an optimal solution to the client for negotiation and contract finalization.

Basic terms and conditions of the contracts being rights and obligations of parties to the contracts, and other terms in regard to duration, quality, payment, dispute handling procedures, applicable law and/or jurisdiction, confidentiality, force majeure, intellectual property clauses…among others have to be carefully taken into considerations.

Further, a contract should ensure the following points to be covered:

-Use right legal terms or terminology;

-Foresee the future scenarios;

-Describe the specific matters;

-Clearly mention obligations;

-Obtain a balance between parties involved.

There are specific contracts in Vietnam for various transactions being:

-Joint venture contract;

-Share purchase contract;

-Sales contract;

-Business cooperation contract;

-Licensing contract;

-Investment contract;

-Labour contract;

-Lease contract;

-Distribution contract;

-Construction contract;

-Prenuptial agreement.

Each business transaction is different as such a contract is not a compilation of standard terms and conditions. Professional contract lawyers in Vietnam would consider the purpose of the contract, transaction type, significance of the deal, industry, Vietnam legal requirements and expectation of the client to prepare a legally enforceable contract for the client, to avoid misunderstanding and protect the client against legal disputes.

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 ant@antlawyers.vn or call our office at +84 28 730 86 529

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Renewal of License for the Establishment of Branches Office in Vietnam

How to extend branch license in Vietnam?

The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.

Preparation of dossiers for extension of license for the establishment of branches includes:

-Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

-A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;

-Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;

-A copy of the license for the establishment of the branch.

The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:

-A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;

-Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;

-Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;

-Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;

-In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;

-Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.

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 Foreign Investment Practice or contact our Law firms in Vietnam for advice via email ant@antlawyers.vn or call our office at +84 28 730 86 529

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Marriage and Divorce

ANT Lawyers’ legal advice service on Vietnam family laws covers all legal matters concerning marriages and divorces. Vietnam family lawyers at ANT Lawyers have experience to help clients with required Vietnamese procedures and circumstances, especially marriages and divorces between Vietnamese and foreigners. Marriage laws developed during the past 40 years and is still connected with changes in the thinking of the Vietnamese society and is thereby not exempt from future amendments that might appear simultaneously with the changes in Vietnam’s fast emerging society. 

The legal fundamental basis for marriages in Vietnam is the Marriage and Family Law of 2000, effective 2001. Some of the main points that are included in this law’s mission are for contributing to build, perfect and protect the marriage and family regime as well as to protect legitimate rights and interests of family members. 

The essential legal provisions of the Vietnam marriage law requires and determines: a required marital age for male is at least 20 years and female 18 years; marriages must be voluntary, progressive, monogamous marriages in which husband and wife are equal; marriages between partners of different nationalities, religions etc. are respected and legally protected but marriages between married people, people without civil act capacity, between the same direct blood line or within three generations, between (former) adoptive parents and children or parents- and children-in-law and stepparents and stepchildren and also between same sex partners, are forbidden. 

Furthermore, marriage or remarriages must be registered with the competent State bodies (registration offices) where either of the marriage partners resides. Vietnamese citizens living abroad shall refer to overseas Vietnamese diplomatic missions or consulates. 

Except otherwise provided by law, the provisions of the Marriage and Family law, also are also applicable for foreigners involved in Vietnamese marriages. In the case that there is an international agreement that Vietnam has signed to, this will apply. 

The registration procedures might differ in some points because foreigners also often need to attach documents of their home countries. Marriages abroad will be conducted in accordance with the foreign laws. Foreigners must demonstrate that they are eligible for marriage in compliance with the law of their home countries. According to the Vietnam Marriage and Family law, foreigners enjoy the same rights and obligations like Vietnamese and Vietnam provides protection for the legitimate rights and interests of Vietnamese living abroad in marriage and family relations in accordance with the law. In the case of a marriage between a foreigner and a Vietnamese, each one must abide by the legislation of his/her country on the marriage conditions. 

The law also bans marriages whereby foreigners take advantages related to human trafficking, sexually abuse against women or other self-seeking purposes. To keep up with the society’s fast development, there are several amendments of the Marriage and Family Law in Vietnam. Decree No. 68/2002/ND-CP and Decree No. 69/2006/ND-CP detail provisions regarding marriage and family relations with foreigners on consular legalization, notarization, exemption of notarization of foreign documents or the registration of marriages with foreigners. Decree No. 69 furthermore guides on child adoptions between Vietnamese and foreigners. 

Circular No. 16/2010/TT-BTP by the Ministry of Justice guides on the record in the civil status book on divorces that were conducted overseas. Since 2000 the law has brought about positive change to family’s role in the Vietnamese society and to the traditional values of family and marriage. 

This Vietnam family law contributed to the protection and improvement of progressive marriage and family regimes by creating legal standards that keep up with the times but also respect the traditional old values of Vietnam. But Vietnam still lacks sophisticated mechanisms to address all people involved and another problem is that some provisions also overlap and are not clear enough to address emerging issues to name a few: relationship without marriage, separation, surrogate pregnancy or marriages involving foreigners. ANT Lawyers are pleased to help all domestic and foreign clients with marriage matters and to ensure that all potential difficulties will be overcame in the best way possible with our experience and our understanding of the competent authorities in Vietnam. ANT Lawyers, your lawyers in Vietnam.

How ANT Lawyers Could Help?

Please click here to learn more about ANT Lawyers Marriage and Family or contact our lawyers in Vietnam for advice via email ant@antlawyers.vn or call our office at +84 28 730 86 529

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Which Court Could Grant a Decision to Arrest a Ship in Vietnam?

According to Article 130 of Vietnam Maritime Law, the following courts could issue decision to arrest a ship in Vietnam.

The People’s Court at the level of a province where the seaport at which a ship subject to a request for arrest of a ship is having marine operations is located shall be vested with authority to grant a decision to arrest that ship.

Where a seaport has different port terminals located within different centrally-affiliated cities and provinces, the People’s Court at the level of a province where the seaport at which a ship subject to an arrest request is having marine operations is located shall be vested with authority to grant a decision to arrest that ship.

The People’s Court that is dealing with a civil case, or the People’s Court at the level of a province where the Arbitration Council is resolving any dispute, shall be accorded authority to impose an arrest of a ship as an interim injunction.

The Chief Justice of the People’s Supreme Court shall consider and decide whether the lower Court has been accorded authority to grant a decision on arrest of a ship in the event that there is any dispute over jurisdiction between the People’s Courts at the provincial level.

How ANT Lawyers Could Help Your Business?

ANT Lawyers is a law firm in Vietnam located in the business centers of Hanoi, Danang and Ho Chi Minh City. We provide convenient access to our clients. Please contact us to book your time in advanced to let us provide our best service.

Call us at +84 28 730 86 529 or send us email ant@antlawyers.vn

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