04 important things that enterprises must take into consideration in 2018

The policies and guidelines in effect from 2018 which may have significant influence on enterprises, including:

1. Simplification of documentation required for application for enterprise registration:

This is a guideline set out in the Resolution No. 136/NQ-CP dated December 27, 2017 on the plan to simplify administrative procedures and citizen's papers related to management of residents under the jurisdiction of the Ministry of Planning and Investment.

Accordingly, documentation requirements and contents of application and declaration forms necessary to apply for registration of establishment of enterprises will be subject to changes in the coming time, specifically including:

- Repealing the documentation requirement such as “Citizen Identification card, ID card, passport or other legally-required documents" for application of registration of enterprises.

- Replacing certain personal identification information by “personal identity numbers" existing in sample forms and declarations required by enterprise registration formalities.

Additionally, the Resolution provides a guideline to cancellation of the requirement for submission of personal identification documents in several formalities for outward and inward investment in Vietnam.

2. Support policies for Small and Medium-sized Enterprises

From January 1, 2018 the 2017 Law on Support for Small and Medium-sized Enterprises enters into force and provides a number of support policies for these enterprises, specifically including:

- Credit access support: Establishing the Credit Guarantee Fund to grant guarantee for corporate credit;

- Tax and accounting support: Allowing enterprises to apply the CIT rate in the definite term which is less than the one normally applied to other enterprises.

- Production premise support: Allocating unoccupied land for development and construction of industrial clusters, agricultural, forestry and aquacultural product processing zones; granting subsidies for the price of land lease for industrial parks, hi-tech parks and industrial clusters operating in local jurisdictions.

- Technological support; support for incubation centers, technical centers and shared working places: Supporting technological innovation and development; granting exemption from and reduction in land rental, non-agricultural land use and corporate income tax.

- Market expansion support: Establishing product distribution chains.

- Information, consultancy and legal support: Permitting enterprises to have access to information through the national portal for corporate support; granting exemption from and reduction in consultancy costs charged for use of consultants’ services.

- Personnel development support: Granting relief from costs of participation in business and business management training courses.

Especially, the Law prescribes particular policies intended for enterprises transformed from business households and small or medium-sized startups.

3. Elimination of a great number of business requirements

The Decree No. 08/2018/ND-CP provides for removal and reduction of a lot of business requirements in such sectors as oil and gasoline, cigarettes, electricity, commercial franchising, electronic commerce, chemical, industrial explosive and food. Below are typical examples:

- Elimination of certain requirements concerning oil and gasoline manufacturing and business;

- Elimination of requirements concerning the franchisee party involved in commercial franchising activities;

- Repeal of the requirement saying, "it is mandatory that websites must have legitimate domain names and conform to regulations on management of information available on the Internet”, which is one of the requirements for establishment of e-commerce websites for sale of commodities and provision of services.

The Decree No. 08/2018/ND-CP will enter into force from January 15, 2018.

4. Requirements for granting business licenses to foreign investors

The Decree No. 09/2018/ND-CP entering into force from January 15, 2018 has laid down provisions on innovation of requirements for granting the license to purchase and sell goods to foreign investors, specifically including:

- Covering more persons eligible for being granted the business license, including foreign investors who do not belong to member countries or territories of international treaties of which Vietnam is a member (in contrast to the previous regulation under which only foreign investors belonging to member countries of international treaties of which Vietnam is a member are eligible for such business license).

- Covering more goods and services which are eligible for the business license, including those which are not endorsed in international treaties of which Vietnam is a member (in contrast to the previous regulation under which only goods or services in which Vietnam is committed to open the market are eligible for such business license).

In each of the aforesaid cases, foreign investors are bound to meet certain requirements and criteria.

Source: Thuvienphapluat .vn

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Draft and Review Contracts - A Lawyer's View

contract lawyers in Vietnam

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.

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Customs Procedures Handling of Exported and Imported Goods Infringing Intellectual Property Rights.

 On conducting customs procedures for exported or imported goods, the customs authority shall be responsible to inspect and compare the declared information of the goods owners on the written customs declarations on goods’ names, trademarks, origin, value,…; Inspect and compare the concluded contents of the State management agencies on the exported or imported goods; Results of customs dossiers inspection with the results of goods actual inspection; To compare the said inspection results with the laws and regulations on counterfeit goods.

In case the goods are found with intellectual property rights infringement signs, leaders of the Department of Customs where the infringing goods are located shall consider and decide to apply measures to prevent administrative violations and ensure the administrative violations punishment according to Current regulations for the cases:

Imported goods do not comply with goods labeling in accordance with regulations of laws; state inspection conclusion on goods quality or goods quality inspection results determine that the inspected goods do not fulfill requirements on importation and exportation quality; the goods listed in the list of state management agencies that fail to meet quality standards or are not allowed to circulate on the market; The contents stated on the goods labels are incompliant with other enclosed documents and so on.

Customs law firm in Vietnam

Regarding the infringing goods and being temporarily suspended, during the time the goods are being temporarily suspended or subjected to prevention measures as prescribed by laws, the Departments Customs shall be responsible to take the following verification measures: Requesting the goods owner, owners of genuine goods which are counterfeited to provide documentation relating to the goods; cooperating with the goods owners and owners of genuine goods being counterfeited to collect samples and unify the appraisement traders to conduct appraisement; coordinating with the anti-smuggling control forces in verification and investigation according to prescribed profession.

Actions against counterfeit goods or goods with signs of counterfeit

In case the imported, exported goods are detected to be counterfeit, preventive and penalty measures in accordance with legislation on penalties for administrative violations shall be applied;

If exported and imported goods are detected with signs of counterfeit, the Director of the Department of Customs shall request the customs declarant to provide documents related to the goods:

A sale contract of goods or vouchers with equivalent value;

A technical document or a written component analysis (if any).

If the owner of the genuine goods which are counterfeited is determined, the owner of genuine goods which are counterfeited shall provide documents related to goods (such as catalogs, appraisement conclusions, and documents from abroad, results of handling of similar cases). If the owner of the genuine goods could not be determined, customs dossiers, genuine goods, analysis results of the risk information of goods and the law on counterfeit goods shall be utilized for identification; customs control forces shall be cooperated to investigate, verify (if necessary) or transfer information, case files to customs control forces to investigate, verify and handle in accordance with regulations of laws.

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Ordinary customs tariff in force from January 1, 2018

Customs law firm in Vietnam

The Prime Minister has adopted the Decision No. 45/2017/QD-TTg amending and supplementing the Decision No. 36/2016/QD-TTg that prescribes application of ordinary customs duty rates with the following noticeable provisions:

From January 1, 2018 the ordinary import tariff given in the Annex to the Decision No. 45/2017/QD-TTg in place of the Annex given in the Decision No. 36/2016/QD-TTg dated September 1, 2016 will be applied.


The HS schedule of goods which are taxed at the rates subject to the new ordinary customs tariff is established on the basis of the Decree No. 125/2017/ND-CP amending and supplementing the Decree No. 122/2016/ND-CP.

Where imported goods are not specified in this new Tariff Schedule and do not qualify for incentive duty rates or other special treatments referred to in a, b of paragraph 3 Article 5 of the Law on Import and Export Duties, they will be subject to the ordinary duty rate which equals as much as 150% of the incentive customs duty rate stated in the Appendix II of the Decree No. 125/2017/ND-CP .

The Decision No. 45/2017/QD-TTg will enter into force from January 1, 2018.

Source Thuvienphapluat .vn

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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 tothe 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.

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New regulations on application procedures for registration of enterprise establishment

On December 27, 2017 the Government has already issued the Resolution No. 136/NQ-CP on streamlining of administrative procedures and application documentation concerning residence administration under the jurisdiction of the Ministry of Planning and Investment.

Accordingly, documentation requirements and contents of application and declaration forms necessary to apply for registration of establishment of enterprises will be subject to changes in the coming time, specifically including:

- In terms of documentation requirements:

Repealing the documentation requirement such as “Citizen Identification card, Identity card, passport or other legally-required documents" for application of registration of enterprises.

- In terms of application and declaration forms:

+ Replacing the regulation regarding “permanent address, nationality, numbers of Citizen Identification card, Identity card, passport or other evidences of legal person" by "personal identification numbers" in the contents of the Request and Certificate of Enterprise Registration.

+ Replacing information about citizen and Citizen Identification in sample documents, forms or declaration sheets, etc., required for registration of enterprises, by "family name, middle name and last name, and personal identification numbers”.

For more details, please read the Resolution No. 136/NQ-CP that will enter into force from the signature date.

Source: Thuvienphapluat.vn

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Foreign investors allowed to purchase shares of logistics enterprises

This is a noticeable content of the Decree No. 163/2017/ND-CP on provision of logistics services. According to this Decree:

Foreign investors may purchase a certain ratio of shares and stakes in an enterprise upon provision of transport-related logistics services (previously, foreign investors have to establish a joint-venture).

In addition, a foreign investor in the country or territory that is a WTO member must comply with regulations on holdings and satisfy the following conditions:

- Regarding sea transport services (except for inland transport): Total number of foreign seafarers working on the ship shall not exceed 1/3 of ship’s crew. The captain or first mate must be a Vietnamese citizen.

- Regarding road transport services: all drivers of the enterprise must be Vietnamese citizens.

Notes: The provider that provides part or whole of logistic services on the Internet, cellular network or other open networks must comply with regulations on e-commerce.

The Decree No. 140/2007/ND-CP is null and void from the effective date of the Decree No. 163/2017/ND-CP (February 20, 2018).

Source: Thuvienphapluat .vn

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