What Are Tax Obligations of a Representative Office in Vietnam?

Vietnam-based representative office of a foreign trader means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.

Representative office of foreign trader in Vietnam has the rights and obligations in accordance with the law of Vietnam. Foreign trader is responsible before the law of Vietnam for all operations of its representative office in Vietnam.

 

Accordingly, representative office in Vietnam is not allowed to conduct business activities, nor carry out other activities for profit-generating purposes. The representative office in Vietnam only performs the activities for the right purposes, scope and duration specified in the certificate to establish the representative office. Besides, the representative office in Vietnam has the right to rent the head office, rent and buy the facilities and materials necessary for the operation of the representative office; to recruit Vietnamese and foreign employees to work at the representative office in accordance with the provisions of Vietnamese law; to use an account in foreign currency, in Vietnam dong of foreign currency origin opened by a foreign trader at a bank licensed to operate in Vietnam and only use this account for the operation of the representative office; to have a seal bearing the name of the representative office according to the provisions of Vietnamese law. Representative office in Vietnam can sign contracts, perform transactions with partners when authorized by the enterprise.

Hence, due to the limited scope of activities, the tax liability of a foreign representative office in Vietnam is narrower than that of an enterprise.  As the representative office does not produce or trade in goods and services, it is not required to pay license fees as prescribed. Representative office of foreign trader in Vietnam is dependent unit of foreign trader, established to investigate the market and carry out some trade promotion activities permitted by Vietnamese law, does not carry out production and business activities, so it is not required to pay license fees.

The fact that the representative office has the right to recruit Vietnamese or foreign employees to work at the office is the basis for arising personal income tax obligation. At the same time, representative office of foreign organization is subject to personal income tax registration. For employees working at foreign representative office in Vietnam, the taxable incomes are based on salaries and wages. Declaring, with holding, paying taxes and settling personal income tax of employees working at foreign representative office is the responsibility of such representative office.

ANT Lawyers, a law firm in Vietnam with offices in Hanoi, Da Nang and Ho Chi Minh City could help client to set up representative office in Vietnam and advise on the compliance on regular basis.

 

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Marriage and Divorce in Vietnam

Vietnam family laws covers all legal matters concerning marriages and divorces, including marriage registration procedures, and divorce procedures, matters concerning separate or joint ownership assets and property, child custody, child support, and dispute on related matters.

 

Marriage and Divorce dispute law firm in Vietnam

Vietnam marriage laws have developed during the past 40 years and are still connected with changes in the thinking of the Vietnamese society and are 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.  Some of the main points that are included in this law’s mission are for contributing to build 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, are forbidden. Although the marriage between persons of the same sex is not forbidden any more but the State shall not recognize it.

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 for services.  Unless otherwise provided by law, the provisions of the Marriage and Family law also are also applicable for foreigners involved in Vietnamese marriages. In case a treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions different from those of this Law, the provisions of such treaty prevail.

The registration procedures might differ in some points for foreigners because of the documents required from their home countries. Papers issued, granted or certified by competent foreign agencies for use in the settlement of cases and matters of marriage and family shall be notarized, legalized, except cases eligible for exemption from consular legalization under treaties to which the Socialist Republic of Vietnam is a contracting party or on the principle of reciprocity. 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.

The law on marriage and family has brought a positive change to the role of the family in Vietnamese society and the traditional values ​​of marriage and family. These legal provisions have contributed to the protection and perfection of a progressive marriage and family regime by creating legal standards that keep pace with the times but also respect long-standing traditional values ​​of Vietnam. However, Vietnam still lacks complex mechanisms to deal with all those involved and another problem is that some clauses are overlapping and are not clear enough to address outstanding issues such as: cohabitation system such as husband and wife, separated or surrogacy. Prenuptial agreements, premarital agreements or similar marriage contracts are not recognized in Vietnam. However, agreements on joint assets, or division of assets during marriage are recognized but certain procedures have to be followed.

Lawyers at ANT Lawyers – Marriage and divorce dispute law firm in Vietnam have experience with registration of marriage, divorce procedures or dispute matters of assets, properties in Vietnam. For advice or service request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

 

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Dispute Resolution Through Arbitration in Vietnam

Dispute resolution methods are litigation, negotiation, mediation and arbitration. Handing disputes requires litigation dispute law firm in Vietnam with dispute lawyers in Vietnam having experience and knowledge to provide resolutions to complex cross-border issues, commercial and civil disputes.

 

 Arbitration Law Firm in Vietnam 

In the current business environment, most business agreements could contain a clause stipulating that disputes arisen must be resolved in arbitration. For a dispute to be referred to arbitration, there must be a valid arbitration agreement in writing, either as an arbitration clause within a contract or a separate agreement.  If the agreement is included within the context of a contract, the arbitration clause is considered independent, and any modification, extension, or termination of the contract does not affect the validity of the arbitration clause. Vietnamese law allows for a written arbitration agreement to take the form in any written form, so long as the writing clearly indicates the parties’ intent to resolve any dispute via arbitration. If a dispute falls within the scope of a valid arbitration agreement, but a party attempts to initiate court proceedings, the residing court does not have jurisdiction over the matter, and must drop the case. Moreover, an arbitration agreement does not have to stipulate specific dispute matters and/or the arbitration organization authorized to resolve disputes without supplemental agreement.  Even if there is a valid arbitration agreement, Vietnamese Arbitration Law stipulates that in order for a dispute to go to arbitration, it must also fit into one of three categories:

(1) disputes arising from “commercial activities”;

(2) disputes where at least one party is engaged in commercial activities;

(3) other disputes where the law stipulates that arbitration is a permissible means of resolution.

In category (1), the term “commercial activity” is defined in Commercial Law No. 36-2005-QH11 (31 December 2005) as “activity for profit-making purposes comprising the purchase and sale of goods, provision of services, investment, commercial enhancement, and other activities for profit-making purposes.”  The types of disputes that often fall into the second category are noncommercial disputes, such as civil disputes, where at least one party to the dispute is engaged in commercial activities. However, this category does not apply in disputes between a good/service provider and a consumer. In this case, the law allows the party to choose between litigation and arbitration. Even the agreement includes a standard arbitration clause in the supply of goods or services contract, the dispute may not be arbitrated without the consumer’s consent. The final category of disputes permissible for arbitration gives legislators discretion to expand or maintain the types of disputes resolved through arbitration.  An example of a category (3) dispute is a dispute arising from investment activities governed by the Law on Investment.

Arbitration has become an extremely popular method of dispute resolution, as many businesses prefer it over the high costs of litigation.

Contact Us for Mediation Services in Vietnam  provided by qualified mediators and lawyers, supported by field experts.

ANT Lawyers – Arbitration law firm in Vietnam, recognized by Legal500, IFLR1000. We are an exclusive Vietnam member of Prea Legal, the global law firm network covering more than 150 jurisdictions. The firm provides a range of legal services to multinational and domestic clients. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

 

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What Are Responsibilities of the Seller for Inadequate Delivery of Goods?

Delivering and receiving goods are basic obligations of the parties when performing the Contract for purchase and sale of goods. Specifically, in accordance with the law, when buying and selling goods, the seller must deliver goods and relevant documents, as agreed in contracts on quantity, quality, packing and preservation modes and other contractual terms.

 

In cases where there is no specific agreement, the seller is obliged to deliver goods and relevant documents according to the provisions of the Law on Commerce. At the same time, the Buyer is obliged to receive the goods as agreed and perform reasonable actions to help the seller deliver the goods.

If the Seller fails to deliver insufficient goods, they must deliver the goods in accordance with the contract. In case the Seller fails to deliver the goods as agreed, the Buyer has the right to purchase the goods from another person for replacement according to the goods specified in the contract and the Seller must pay the difference and relevant expenses, if any; reserves the right to repair the defect of the goods by itself and the Seller shall pay actual and reasonable expenses for the rectification.

The Buyer has the right to request to apply for penalty if agreed in the contract. The penalty for a breach of a contractual obligation or the aggregate fine level for more than one breach shall be agreed upon in the contract by the parties but must not exceed 8% of the value of the breached contractual obligation portion.

In the contract, where a contract-breaching party delays making payment for goods or payment of service charges and other reasonable fees, the aggrieved party may claim an interest on such delayed payment at the average interest rate applicable to overdue debts in the market at the time of payment for the delayed period, unless otherwise agreed or provided for by law.

Thus, when the Seller fails to comply with the commitments as in the contract, the Buyer has the right to initiate a lawsuit requesting a court to force the Seller to return the received amount of goods equivalent for the goods not yet delivered, interest due to late payment, contract fines, compensation for damage as required. In case the parties do not agree to penalty for violation, the Buyer only has the right to claim damages. In case the parties agree to fine for violation, the Buyer has the right to apply both the sanction of the violation and the forced compensation for damage, unless otherwise provided by law.

For the determination of civil liability when violating the sale and purchase contract, according to law, each juridical person must bear civil liability for the civil rights and obligations established and performed in the name of the juridical person by its representative. Each juridical person must bear civil liability by recourse to its property; shall not bear civil liability for its members with respect to civil obligations established and performed by such members not in the name of the juridical person, unless otherwise prescribed by law. A member of a juridical person shall not bear civil liability of the juridical person for the civil obligations established and performed by such juridical person, unless otherwise prescribed by law. Therefore, if the Seller breaches the contract, the legal entity being the Seller is responsible to pay the Buyer and the legal person is not responsible for that legal entity.

It is important to engage lawyers at an early stage of the dispute for consultation on effective dispute resolution.  It is also advised, when entering into the Contract for purchase and sale of goods, the Seller needs to understand the basic legal provisions on its rights and obligations. The Buyer also needs to know clearly about the obligations of the Seller in order to be able to prevent the risk that arises when one of the parties breaches a fundamental contractual obligation.

ANT Lawyers is a law firm in Vietnam, recognized by Legal500, IFLR1000. We are an exclusive Vietnam member of Prea Legal, the global law firm network covering more than 150 jurisdictions. The firm provides a range of legal services to multinational and domestic clients. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

 

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