Under the Commercial Law and Decree 07, a foreign business entity duly established and operating for at least five (5) years under the laws of the country of its head office may apply for the establishment of a Branch Office in Vietnam. The foreign business entity is entitled to establish a Branch Office in any province. The number of Branch Offices in Vietnam of the foreign business entity is unlimited. However, if the foreign business entity has two or more Branch Offices located within a province in Vietnam, such Branch Offices’ names must not be duplicated.

Under the Commercial Law and Decree 07, a foreign business entity duly established and operating for at least one (1) year under the laws of the country of its head office may apply for the establishment of a Rep Office in Vietnam. The foreign business entity is entitled to establish the Rep Office in any province in Vietnam. The number of Rep Offices in Vietnam of a foreign business entity is unlimited.

On 6 January 2022, the Government issued Decree No. 02/2022/ND-CP (“Decree 02”), regulating some regulations of the 2014 Law on Real Estate Business (the “LoReB”), which replaces Decree 76/2015/ND-CP (“Decree 76”). Real estate developers have been anticipating this decree as there are many new contents affecting activities in the real estate market of Vietnam. 

The structure of land ownership in Vietnam is different from the structure in most countries. In Vietnam, land belongs collectively to the people. Private ownership of land is not allowed and the State / Government holds all ownership powers as the one managing it. However, the laws of Vietnam recognize ownership deriving from holding land use rights (the “LUR”), which are similar to having ownership rights.

Most local enterprises and FIEs in Vietnam raise capital through hybrid financing (equity financing and debt financing). As part of this scheme, loan capital raised from internal entities (e.g. parent company, shareholders, investors) and/or external entities (e.g. credit institutions, banks, company’s partners) plays an important role in financing a business’s operation and growth. In practice, it is common for enterprises to mobilize loan capital via cross-border lending transactions from offshore entities.

The State Bank of Vietnam (the "SBV") has previously issued regulations on prudential ratios and limits over banking activities while recently the ability of businesses to pay loans and interest has been severely affected by the Covid-19 epidemic. As a result of these twinned developments, commercial banks have become more and more cautious in granting credit. Many companies have directed their attention to bonds as a substitute channel to raise capital for long-term business plans. The procedure for issuing corporate bonds is much less complicated than satisfying conditions and procedures to obtain loans from commercial banks.

The government has released the draft circular guiding some contents related to foreign exchange control of foreign loans borrowed by enterprises, and of loan repayment (the “Draft Circular”) which replaces Circular No. 03/2016/TT-NHNN dated 26 February 2016, as amended by Circular No. 05/2016/TT-NHNN and Circular No. 05/2017/TT-NHNN (“Circular 03”). In comparison with Circular 03, the Draft Circular contains several changes in order to simplify the number of administrative procedures but still ensure the objectives of managing and monitoring foreign loans borrowed and repaid by enterprises.

Despite various difficulties and challenges from the coronavirus (COVID-19) pandemic, Vietnam has maintained its position as a credible and attractive investment destination for foreign investors, in part because of its abundant labor resources, a stable socio-political situation, infrastructure for manufacturing and circulation, and numerous investment incentives. Even with the COVID-19 pandemic, the Ministry of Industry and Trade (MOIT) has recently announced that the total foreign direct investment (FDI) in the last nine months of 2021 reached US$22.15 billion, an increase of 4.4% over the same period last year.

Vietnam has been a member of the World Intellectual Property Organization (“WIPO”) since 1976. It has been a contracting party to a certain number of WIPO-related treaties or conventions, including the Bern Convention (since 2004), Brussels Convention (since 2006) and Paris Convention (since 1949), the Madrid Agreement (since 1939), the Madrid Protocol (since 2006) and the Patent Cooperation Treaty (since 1993). The Intellectual Property (“IP”) legal and regulatory framework of Vietnam was overhauled and greatly improved in preparation for WTO accession. Most importantly, it adopted the first Law on Intellectual Property in 2005 (as first revised in 2009).

Promulgated on16 May 2013 and officially effective as from 1 July of the same year, Decree No. 52/2013/ND-CP on e-commerce (“Decree 52”) has acted as the legal “backbone” for managing e-commerce activities in Vietnam for several years.

After three months experiencing strict lockdown regulations from the fourth wave of COVID-19, Vietnam is changing its strategy to control the outbreak. The Government of Vietnam has announced a gradual opening and resumption of activities from the end of September 2021. Accordingly, the National Steering Committee for COVID-19 Prevention and Control has agreed to change the strategy policy from “Zero COVID” to “Safe and flexible adaption and effective control of the COVID-19 pandemic” under guidance of Resolution No. 128/NQ-CP of the Government of Vietnam dated 11 October 2021 (“Resolution 128”).

With a purpose to attract and create more investment opportunities for foreign investors, the Prime Minister promulgated Decision No. 29/2021/QD-TTg dated 6 October 2021 on special investment incentives (“Decision 29”). Decision 29 brings insight to the levels, duration and conditions of applying special incentives for investment projects.

In the context of the pandemic, manufacturing activities in industrial zones (IZs) became nearly impossible in some southern areas, which led to the disruption of the supply chain and a shortage of labour. One reason for this situation is that localities were not interested in developing social housing for workers.

Due to the current situation of the prevention and control of the Covid-19 pandemic, and the improvement of treatment capacity as well as the increase of vaccination rates in Vietnam, there has been a demand for a new strategy in response to the pandemic. With this in mind, the Government of Vietnam has issued Resolution No. 128/NQ-CP dated 11 October 2021 providing temporary guidance on the “Safe adaptation, flexibility and effective control of the COVID-19 pandemic” on 11 October 2021 (“Resolution 128”).

Employment relationships in Vietnam are governed by the 2019 Labour Code, which took effect as 1 January 2021 (the “Labour Code”), and its guiding regulations. In comparison to some other countries in the region, the position of employees is well protected. Vietnamese labour law is mandatory in a one-sided way: Employers and employees may not agree on terms that are less favourable to the employee than the conditions set out in labour legislation. They may, however, agree on terms that are more favourable.

Seeing that telecom sector is regularly changing, as are its governing regulations. The Ministry of Information and Communications (“MIC”) has recently released for public comments the draft decree (the “Draft Decree”) amending and supplementing a number of articles of Decree No. 25/2011/ND-CP guiding the implementation of the 2009 Law on Telecommunications (the “Telecom Law”), as amended by Decree No. 81/2016/ND-CP dated 1 July 2016 (“Decree 25”).

On 6 September 2021, the Government issued Resolution No.100/NQ-CP (the “Resolution 100”) approving the prior proposal of the State Bank of Vietnam (the “SBV”) for developing a decree on a regulatory sandbox for financial technology (“FinTech”). Resolution 100 acts to further the previous plans of the SBV to launch a regulatory sandbox for FinTech in Vietnam (“Fintech Sandbox”) demonstrated by the draft decree on Fintech Sandbox (the “Draft Fintech Sandbox Decree”) released for public comment in early June 2020.

On 20 October 2015, the Government issued Decree No. 101/2015/ND-CP (“Decree 101”) providing regulations for upgrading and rebuilding apartment buildings. After six years (2015-2021) of being in effect, the implementation of Decree 101 has met with several difficulties leading to the slow and ineffective upgrading and rebuilding of apartment buildings.

To enforce more rigorous control of cross-border advertising activities, the Vietnamese government issued Decree No.70/2021/ND-CP on July, which took effect on September 15. Thai Gia Han, junior associate at Indochine Counsel, pores over the new conditions applicable to digital advertising in Vietnam and how these impact those who provide cross-border advertising services.

In implementation of the Prime Minister’s direction under Official Letter No. 6505/VPCP- PL dated 15 September 2021 (OL 6505), the Ministry of Planning and Investment has just issued Official Letter No. 6278/BKHDT-PC dated 17 September 2021 (OL 6278). One of the remarkable points under this OL 6278 is the proposal for amendment of Article 75.1(c) of the Law on Investment 2020 (LoI 2020) providing the amendment of Article 23.1 of the Law on Residential Housing 2014 (LoRH 2014).