REAL ESTATE LEGAL MATTERS IN VIETNAM

In general, it is not permitted to own land in Vietnam as a private entity because the land belongs to the people and the State of Vietnam thereby operates as the administrator.

However an ownership of a right to use land is permitted according to Vietnamese Law.  This so-called Land Use Right (“LUR”) Certificate provides the means to lease land from the State for Vietnamese and foreign people.  This LUR Certificate entitles the land users to protect their legitimate rights and interests.  The sale of a house or real estate is in fact the transfer of the rights for house ownership combined with the transfer of the land from the seller.  The right to use land can be directly acquired by different ways that are: lease from the state; sub-lease from a developer of a zone; transfer from another land user; allocation from the state.  The legal grounds for Land andHouse Law of Vietnam are stipulated in the Law on Housing 2005 of Vietnam as well as in the Law on Land 2003.  The rights and entitlements of holders of house ownership and the holders of the LUR Certificate are settled in this law.

According to Article 12 of the Law on Housing 2005, the name of the individual who holds the house ownership shall be written in the house ownership right certificate and his/her rights are stipulated in Article 21 that include for example the rights to posses; use; sell; lease; donate; exchange; lend or to let other people stay temporarily in the house.  As stipulated in Article 106 of the Law on Land 2003, the one who holds the LUR and house ownership certificate is entitled to exercise the full range of rights over the land/house. As such, land use rights and ownership of assets on the land are combined in the Certificate of Land Use Right and House Ownership Right (LURC).

But the possibilities to acquire land or houses depend on the individual/organization that wishes to do so, because Vietnamese, overseas Vietnamese and Foreigners do not have the same rights.  Especially for foreigners, it was often quite challenging to acquire land or houses in Vietnam. Before the year of 2009, foreigners could not legally acquire property but only could make a joint venture with a Vietnamese company. But the Resolution No. 19/2008(ND-QH12, effective January 2009, started to entitle foreigners to own houses in Vietnam under the conditions that the foreigner 1) is hired by an enterprise that currently operates in Vietnam and 2) must have at least a temporary residence card to purchase and own an apartment unit in Vietnam. This five-year piloting program that would end in 2014 is now discussed by the Vietnamese Prime Minister to continue this program after the first five years to support the real estate market and to make it more attractive for foreigners.

Even though about 80,000 expats live and work in Vietnam, only more than 400 cases of foreigners buying houses in Vietnam could be registered. Of course, this might be due to the difficulties for foreigners to buy houses before this pilot program . But this Resolution No. 19, which was guided by Decree No. 51/2009/ND-CP, still does not make it easy to operate in the real estate market in Vietnam for foreigners because of the complicated procedures to register ownership. After the first 5 years, the government stated to have the plan to review the pilot policy and the Ministry of Construction also opened up for the idea to allow foreigners to buy houses no matter if they work and do business here or if they want to buy real estates in Vietnam.

As the Vietnam’s real estate situation seems to stand before a turning point, it is necessary to keep up to date with all legal changes and developments. Due to the fact that Vietnamese law has special provisions for every organization or individual who wishes to operate with land and real estates related to House Law, it is inevitable to know about this legal circumstances in Vietnam.

ANT Lawyers could assist in different land and house related projects and matters such as land ownership, house purchase or sale and is aware of the differences between provisions on house law for foreigners and Vietnamese. Our professionals could advise clients about possibilities and potential risks concerning real estate laws, housing laws in Vietnam and furthermore could support clients with required procedures with the Vietnamese authorities.

ANT Lawyers constantly researches for the latest legal updates to ensure that we provide best and up-to-date services to clients whom are interested in real estate and and housing matters in Vietnam.

For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.

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TEMPORARY RESIDENCE CARD IN VIETNAM

If a foreigner have been sponsored work permit in Vietnam to work or he/she decides to set up a company in Vietnam, he/she could be granted temporary residence card to live in Vietnam instead of applying and re-newing business or travel visas every three months.

We detail here some procedures which help foreigners to prepare for before applying for temporary residence card.

I. Subjects to be granted temporary residence card:

• Members of foreign representative agencies and their accompanying relatives (father, mother, wife, husband, children under 18 years old).

• Foreigners who work with the Institute of the Supreme People’s Procuracy, the Supreme People’s Court, the ministries, ministerial-level agencies, agencies attached to the Government and People’s Committees of provinces and cities directly under the Central Government and the Central offices of mass organizations, mass organizations.

•Foreigners who work in projects already approved by competent state agencies licensed in Vietnam.

• Foreigners who work with businesses in Vietnam has the work permit valued more than 01 year.

• Persons on the payroll of foreign representative offices and branches of economic organization, culture and other professional organizations of foreign non-governmental organizations based in Vietnam.

• Foreigners staying in Vietnam for other purposes.

II. Conditions for implementation

+ Time to stay in Vietnam more than 01 year;

+ Valid passport more than 01 year;

III. The composition, the number of records:

1) The composition profile, including:

• A written request of agencies, organizations and individuals offering, guarantee and propose for temporary residence card;

• 01 declaration of information of foreigners who apply for temporary residence, with photos and sealed by the agency or organization: A written request for temporary residence card (Form N7A); a declaration about Foreigners applying for temporary resident card (Form N7B)

• 02 3 x4 cm size photographs;

• 01 copies of passport, valid visa, immigration cards (bring original for comparison);

• 01 copies or photo (bring the original for comparison) proof of purpose to stay in Vietnam.

As the case may file appropriate documents: investment licenses, permits the establishment of enterprises, work permit in Vietnam, certificate of board members and permits the establishment of representative offices, marriage/birth registration.

2) The number of records: 01 (one).

IV. Implementing agencies administrative procedures:

Immigration management Department, Police provinces and cities directly under the Central Government.

V. Implementation time: 05 to 07 days;

VI. Subjects performed:  by organizations and individuals;

Please contact us for inquiries through email ant@antlawyers.vn or call our partners directly at  + 84 912 817 823. ANT Lawyers, your lawyers in Vietnam.

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WHICH FORM OF INVESTMENT – BRANCH OR COMPANY?

Foreign entities can set-up company or branch offices in Vietnam to carry out business activities.

There are several main different aspects between opening a branch office or establishing a foreign owned company in Vietnam.

1. Conditions

• Permits for establishment of Vietnam-based branches of foreign enterprise shall each have a valid term of five years.
• Foreign enterprise must choose between establishing a 100% foreign capital enterprise or forming a joint-venture with domestic investor or company.

2. Certificate

• The Branch office needs to apply and obtain the operation license of a Branch;
• A foreign owned company will need to apply and obtain the investment certificate (“IC”) to operate in Vietnam.

3. Capital

• Optional, foreign entity will decide how much money to invest in branch. The allocation capital for branch is capital for the subordinate units.
• Mandatory, foreign entity will need to provide minimum capital as required by Vietnam Law in conditional investment area.

4. Obligation of owner

• For branch office in Vietnam, owner takes full responsibility;
• For company, owner takes responsibility within the capital contributed into the company in Vietnam;

5. Other matters

• For branch office setting up in Vietnam, the procedure is less complicated compared to those for the establishment of a 100% foreign owned company;  the branch office is able to carry out trading and some other activities as stipulated by Vietnam laws and the WTO commitments which Vietnam enters.  The business lines of a branch have to be aligned with the business lines of the headquarter of the foreign entity.
• Setting up foreign owned company would be more complicated than the setting up of the branch office, however this form of investment has more flexibility and freedom as it is a stand alone Vietnam entity recognized under Vietnam laws.

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NOTE ON SETTING UP A REPRESENTATIVE OFFICE IN VIETNAM

Setting up a representative office is considered one of the simplest forms of investment in Vietnam.

The representative office will help the foreign trader to lease office, hire people, open bank account, and promote the business activities in Vietnam market.  The chief representative if being foreigner will then could apply for work permit and temporary residence card to stay in Vietnam.  There is no income tax as the representative office therefore the liability to maintain a representative office is less hassle.  When the purpose of setting up representative office in Vietnam has been achieved, the closing down of the business shall be not as challenging as closing down a company.

According to Vietnam laws, representative office is a dependent unit, representing the foreign entity’s interests in Vietnam. Representative office is established by foreign entities to help them liaise, implement research activities, provide information and support them in seeking new partners as well as having understanding of the new market.

The foreign entity has to meet certain conditions before setting up representative office in Vietnam. It has rights and duties in accordance with Vietnam laws.

When preparing the application for license of representative office in Vietnam, the foreign entities have to note the following.

Prepare the application forms

The application forms as issued by Ministry of Industry and Trade. The application must be signed by legal representative of the foreign entity;

Notarize, legalize and authenticate documents

The foreign entity has to prepare and provide business registration certificate, audited financial report, charter, and office lease memorandum of understanding, passport of the legal representatives of the Representative Office in Vietnam. The documents issued in foreign countries have to be notarized, legalized and authenticated (apostille procedures) in accordance with Vietnam laws to be used in Vietnam. If the business registration certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;

Who should be the chief representative?

The Chief Representative of the Representative Office in Vietnam must be different from the Director of the foreign entity.

How long does it take?

It would take around 20 business days since application until receiving the business operation registration of representative office.

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HOW TO RECOGNIZE FATHER OR MOTHER FOR A CHILD?

It is a legal requirement in Vietnam to register the recognition of father, mother of a child regardless the child’s parents are married or not. Such recognition shall be made on the newly issued birth certificate of the child.

The recognition of the father, mother protects the legal rights of all involved parties. For the family involving foreign elements i.e foreigners, expatriates living in Vietnam, the procedure for recognition of father, mothers of a child have to follow the laws of Vietnam, through various steps at Vietnam Authority including People’s Committee, Provincial Department of Justice and at Consular of foreign country where the mother or father of the child comes from.

The dossiers of application for recognition of fathers, mothers or children shall include the following papers:

1. The application for recognition of father, mother of the child;
2. The copies of the ID (for Vietnamese citizens staying in the country), or passports or substitute papers (for foreigners and Vietnamese citizens in foreign countries);
3. The copies of the birth certificates of the persons to be recognized as child;
4. Papers, documents or evidences (if any) to prove that there is a blood relationship between the father or mother and the child;
5. The copy of the household registration book or collective resident certificate (for Vietnamese citizens permanently residing in the country);
6. The permanent residence card (for foreigners permanently residing in Vietnam) of the persons to be recognized as father or mother.

Documents issued in foreign language shall need to be translated into Vietnamese, notarized or legalized toconform with legal document requirements of Vietnam authorities.

The time for processing dossiers at various authorities depend on the submitted documents and the time taken by the authorities to validate the case and could range between two weeks to two months.

The Vietnam authorities will need to study and examine dossiers of application for recognition of father, mother of the child. In cases where there is any doubts, complaints or denunciation about the recognition of father, mother of the child, or whether it is deemed that the personal identification of the involved parties or papers in the dossiers of application need to be clarified, the Provincial Department of Justice shall carry out the verification, including interviews with the involved parties or request for the additional proof.

Once the application is processed, verified and confirmed, the revised birth certificate of the child will be issued to reflect the changes which will show the name of the father or mother added.  

For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.

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FORMS OF DISPUTES AND APPROACHES TO SETTLEMENT

Dispute in Vietnam could be between parties in business transaction, foreign investors and Vietnam government, or between countries in implementing international treaties.

The formation of market economy in Vietnam took place in the context of the development in the width and depth of the economic ties at a significant fast pace that make Vietnam an important part of the world supply chain.  Vietnam suppliers could sell the goods and services to the world and the foreign supplier could also export their goods and services to Vietnam market.  Further, as the Vietnam market opens up, foreign investors could invest through various forms of investments in Vietnam i.e. acquire equities in Vietnam companies, establish business in Vietnam.  During this process, disputes are an inevitable result which has been growing in scale and complexity.

Most should agree that disputes shall be construed as the dissent, inconsistencies or conflicts of interests, rights and obligations between the parties in the economic relations at different levels. Accordingly, economic disputes can have the following basic forms:

1. Disputes in business are between the participants in a business transaction including investments, production to consumption of products or performance of services on the market for profit purposes i.e. professional and product liability, debt disputes over a business transaction, franchise disputes,intellectual property disputes, and disputes over contract for supply of goods or services…
2. Disputes between foreign investors with Vietnam government agencies, arising in the implementation of the BTO, BT, BOT, and the implementation of international agreements on promotion and protection bilateral and multilateral investment i.e. government policy and policy measures, concession to water and sewerage, power or energy supply, project or contract payment…
3. Disputes between countries in the implementation of the international bilateral and multilateral agreements.

In Vietnam, as the disputes arise, parties involved could consider resolving the matters through negotiation, mediation, arbitration, or taking court actions after taking consideration of various factors including cost, time, and the complexity of the disputes.  Litigation law firm in Vietnam with skillful dispute lawyers should be consulted to provide the suitable advice for dispute resolution.

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OVERVIEW ON COSMETICS REGULATIONS IN VIETNAM

Cosmetics are areas of highly regulated in Vietnam as they apply on human and could create health concern.  Hence, cosmetics imported into Vietnam have to be applied special procedures to ensure safety.  Cosmetics regulations in Vietnam would lay out provisions that importers and manufacturers to follow.

To carry out the Combination Convention in the cosmetic management which has been signed by countries are member of the Association of Southeast Asian Nations on September 2nd, 2003 (commonly called ASEAN Cosmetic Convention), the Ministry of Health of Vietnam issued Circular 06/2011/TT-BYT on Cosmetic Management.

The Circular dated January 25th, 2011 regulating the management of cosmetic products manufactured in the country, as well as cosmetics imported for circular in Vietnam. Besides, the cosmetic regulations is also provided in related provisions.

Product Registration and Cosmetics Proclamation in Vietnam

According to the Vietnam cosmetic regulations, cosmetic product must be construed as a substance or a preparation which is used for touch with outside parts of human body (skin, hair system, finger nails, toenails, lip, and outside reproduction organ) or teeth and mouth mucous membrane with main purpose in order to cleanse, aromatize, change the outward characteristics, form, adjust body’s smell, safeguard body, or maintain the human body in good condition. In addition to the products being grouped as cosmetic products such as: creams, emulsion, lotions, gels and oils for skin (group 1); tinted bases (group 2); toilet soaps, deodorant soaps (group 3); … some products are not classified as cosmetic.

Under Vietnam law, a cosmetic product made in Vietnam or imported into Vietnam must go through procedure of proclamation before being is sold on the market. In particular, organizations or individuals circulating the cosmetic products on the market have to be responsible for obtaining permissions through cosmetic product proclamation from authority agencies as well as responsible for safety, effectiveness, and quality of product.

For exporting cosmetic, the exporter needs to obtain the Certificate of Free Sale (CFS) as regulated. CFS is issued when such domestic cosmetic is issued the cosmetic product proclamation receipt number by competent state management agency. For importing cosmetic, enterprises are only allowed to import the cosmetic into Vietnam when presenting to the Customs agency the valid receipt number of cosmetic product proclamation report which has been issued by the Medicine Management Department – the Health Ministry. However, Vietnam law also provide import of cosmetic in some special situations which are not obligated to implement the cosmetic product proclamation as the following:
– Organization or individual who imports cosmetic in order to study and experiment;
– The organizations, individuals who receive cosmetic as gifts;
– The organizations, individuals who import cosmetic for displaying at fair, gallery and other temporary import for re-export situations.

For manufacturing cosmetic, the cosmetic regulations require the organizations which manufacture the cosmetic must deploy to apply and satisfy principles, the “cosmetic good manufacturing practice” standard of the Asian Southeast Association Nations (CGMP-ASEAN).

Besides, compliance with the other requirements such as labeling, safety of ingredients, cosmetic advertising is also required.

Vietnam and ASEAN Cosmetics Regulations

Definition and Classification of Cosmetics in Vietnam

How to Ensure Cosmetics Labeling Complies in Vietnam

Cosmetics Safety Requirement in Vietnam

Cosmetics Product Proclamation in Vietnam

Cosmetics Advertising in Vietnam

Cosmetic Product Information Dossier

Export and Import of Cosmetic Procedures in Vietnam

Obligations of Cosmetics Manufacturers and Importer in Vietnam

Handling of Violations in Cosmetics Sales in Vietnam

For advise or service request, please contact us via email ant@antlawers.vn, or call +84 8 3520 2779(HCMC Office), +84 4 39388751 (Hanoi Office).  To learn more about us, please visit www.antlawyers.vn 

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