The legal representative of a company in Vietnam is not only a managerial position, but also a legal status that entails significant rights and obligations. The legal representative can sign contracts, make decisions, and interact with the authorities on behalf of the company. Therefore, changing the legal representative is a complex and delicate process that requires careful planning and execution. This commentary aims to provide some insights and practical tips for multinational corporations (“MNCs”) who intend to change their legal representative, as well as other management roles, in Vietnam.

The Law on Intellectual Property No. 50/2005/QH11 dated 29 November 2005 as amended in 2009 and 2019 was further amended in 2022 (collectively, the “IP Law”). Meanwhile, both Decree No. 103/2006/ND-CP dated 22 September 2006, guiding the implementation of a number of articles of the IP Law with respect to industrial property, and Decree No. 105/2006/ND-CP dated 22 September 2006, guiding the implementation of a number of articles of the IP Law with respect to the protection of intellectual property rights and state administration of intellectual property were amended only in 2010 (“Decree 103” and “Decree 105”, respectively).

After nearly two months of amendments of domestic lending restrictions, which will be effective from 01 September 2023, the State Bank of Vietnam (“SBV”) has overruled itself and just ceased the effectiveness of some domestic lending restrictions under Circular No. 10/2023/TT-NHNN dated 23 August 2023 (“Circular 10”).

On 20 June 2023, the National Assembly passed the Law No. 19/2023/QH15 on Protection of Consumers' Rights (the “2023 LPCR”), effective from 1 July 2024 and taking place of the Law No. 59/2010/QH12 on the Protection of Consumers' Rights, as amended on 2018 (the “2010 LPCR”).

Key takeaways

• Vietnam carbon market is planned to be piloted from 2025 to 2027, and officially operate from 2028.
• The domestic carbon market operates under a “cap and trade” mechanism, wherein the primary participants are greenhouse gas (“GHG”) emitting establishments. These participants engage in transactions that involve the exchange of reduced GHG quantities, manifested in two forms: GHG Emission Quotas and Carbon Credits.
• The carbon market and the relevant compliance requirements are considered to impact the business activities of enterprises in many aspects, however it also potentially open a new channel to generate revenue for enterprises, especially those in green industries.

To recap, the State Bank of Vietnam (the “SBV”) issues new Circular No. 08/2023/TT-NHNN, dated 30 June 2023, on conditions for enterprises to borrow non-government guaranteed foreign loans (“Circular 08”). Circular 08 will come into force and replace Circular No. 12/2014/TT-NHNN (“Circular 12”) from 15 August 2023.

The State Bank of Vietnam (the “SBV”) finally issues new Circular No. 08/2023/TT-NHNN, dated 30 June 2023, on conditions for enterprises to borrow non-government guaranteed foreign loans (“Circular 08”). Circular 08 will come into force and replace Circular No. 12/2014/TT-NHNN (“Circular 12”) from 15 August 2023.

Key Takeaways:

• Four new loan purposes are added to the list of purposes which credit institutions are prohibited from granting loans to Vietnam-based borrowers, including: (i) deposits; (ii) payments of capital contribution in companies; (iii) purchase of shares in unlisted companies; and (iv) financial offsetting.
• For the first time, the State Bank provides the legal framework for digital lending in Vietnam.

E-commerce continues to thrive in Vietnam, even amid an economic slowdown, and its growth is expected to persist in 2023 and beyond. The country's retail e-commerce market in 2022 reached an estimated value of US$16.4 billion, accounting for 7.5% of total goods and service revenues. Vietnam's e-commerce market value is projected to reach US$39 billion by 2025, making it the second-largest in Southeast Asia, trailing only Indonesia, which has a population nearly three times larger than Vietnam (refer to Vietnam E-Commerce White Book 2022).

Key Takeaways:

• The National Assembly of Vietnam is reviewing the draft new Law on Credit Institutions which proposes significant changes to the banking industry in Vietnam, including changes in the business operations of commercial banks.
• The proposed changes in the business operations of commercial banks include allowing the use electronic means throughout the entire process of granting loans to customers, introducing the concepts of “payment agents” and “treasury services,” while removing asset management and consultancy services from banks.
• For branches of foreign banks in Vietnam, the bill eliminates the requirement for prior approval from the State Bank for any organizational or governance changes of the branches (which were previously approved by the State Bank when the branch applied for its license from the State Bank).

Continuing our series of insights into the Personal Data Protection Decree (PDPD) by unveiling our latest special alert: "Navigating Vietnam's Personal Data Protection Decree: Compliance Checklist." Building upon the key regulations highlighted in our previous alert, we are excited to provide you with a comprehensive checklist of compliance requirements under the PDPD. This invaluable resource has been thoughtfully crafted to help you gain a deep understanding of the requirements and navigate the path to PDPD compliance successfully.

Key Takeaways:

• Vietnamese laws are currently silent on whether digital assets including cryptocurrencies are lawful assets.
• Authorities express their own views on the legality of cryptocurrencies and their related transactions.
• Court judgments also differ, adding more obscurity to the status of cryptocurrencies.
• Investors should be cautious in engaging in digital asset-related transactions in Vietnam.

Over ten years of implementation, the Law on Advertising No. 16/2012/QH13 dated 21 June 2012, as amended in 2018 (the “Advertising Law”), has revealed some shortcomings which adversely impact on the effectiveness in management of advertising activities in Vietnam, such as failing to catch up with the advertising practices arisen in the rapid development of information technology, there being some inconsistencies with the other related laws of Vietnam, which have been recently amended or newly issued, such as the 2022 amended Law on Intellectual Property, the 2022 amended Public Investment Law, the 2022 amended Public-Private Partnership Law, the 2022 amended Investment Law, the 2022 amended Enterprise Law, and the 2022 amended Law on Civil Judgment Enforcement, as well as with numerous FTAs, including the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), and the European Union-Vietnam Free Trade Agreement (EVFTA) which have been signed by Vietnam

Vietnam's long-awaited Power Development Plan VIII ("PDP8") has finally been approved by the Government. This strategic blueprint, steering Vietnam's energy sector for the next decade, offers significant opportunities for investors, particularly in the renewable energy field.

After more than two years since the last draft was published for public comments on 9 February 2021 (the “Draft Decree”) which draw hot debates among agencies and businesses, the Government of Vietnam finally issued Decree No. 13/2023/ND-CP on personal data protection on 17 April 2023 (the “PDP Decree”).

On 18 January 2024, the National Assembly of Vietnam passed the new Law on Land No. 31/2024/QH15 (the “Land Law 2024”), which will take effect from 1 January 2025 and replace the Land Law 2013. The new law introduces significant changes enhancing the legal framework for land-related activities. Notably, these changes include a new scheme for investors to engage in project development while addressing the shortcomings of the previous laws. This article will introduce new regulations and highlight key changes regarding investors’ access to land under the Land Law 2024. 

On 1 April 2024, the Prime Minister issued Decision No. 262/QD-TTg (the “Implementation Plan”) outlining the implementation plan for the national electricity development plan for the period 2021 – 2030, with a vision to 2050 (“PDP8”). Overall, the Implementation Plan sets forth a clear vision for power sources and their distribution across the country, as well as planning for government-driven renewable energy projects in Vietnam. 

On 15 November 2022, the National Assembly passed the Law on Anti-money Laundering No. 14/2022/QH15 (the “2022 AML Law”), which came into force from 1 March 2023 and replaced the Law on Anti-money Laundering 2012 (the “2012 AML Law”).

Recently, the Government issued Resolution No. 33/NQ-CP on 11 March 2023 (“Resolution 33”), which aims to provide solutions to dismantle and promote the real estate market in a safe, healthy, and sustainable manner. This resolution was issued due to the challenges faced by the real estate sector, which is a crucial component for the economy and impacts many other sectors. These challenges arise from the world economic situation and Vietnam's ongoing process of recovery from Covid - 19 pandemic and development. 

As of now, about 68 legal documents directly regulating personal data protection have been issued in Vietnam (as published at https://cand.com.vn/van-de-hom-nay-thoi-su/phu-hop-quy-dinh-cua-hien-phap-phap-luat-hai-hoa-voi-thong-le-quoc-te-bai-cuoi--i684175/), but there is inconsistency among them regarding the definitions of and rules on personal data and personal data protection. To address this issue and catch up with international practices in personal data protection, a Government decree on personal data protection (the “PDP Decree”) is being built by the Ministry of Public Security.