Business Lawyers in Vietnam, 32 Xo Viet Nghe Tinh, Ward 19, Binh Thanh District, Ho Chi Minh City (2026)

10/07/2020

訴訟と紛争解決

紛争を解決し、有用な助言を提供し、客様に利益と時間を最適化する解決策を達成するために、積極的なアプローチを取ります。

ALB＆Partners法律会社の強みの1つは、複雑で困難な案件について、お客様に代わって相談し、交渉することです。

さらに、私たちは主要な専門家（会計監査人、税理士、知的財産権の専門家を含む）と強い関係を築き、最も適切なチームを組み合わせることを可能にしました。高価値で複雑な案件に助言します。

ALB＆Partners法律会社は、以下の種類の紛争についてカウンセリングおよび解決を行います。

会社の株主の紛争
合弁契約/協力契約の紛争
商業の契約から生じる紛争
商売とサービスの提供に関する紛争
借金の回収
訴訟と紛争解決に関する法律サービスについて知りたいならば、連絡してください。

Eメール：[email protected]

電話番号：（+84）907 008 722

15/05/2020

We are a professional business law firm in Vietnam. Our experienced lawyers shall provide high-quality legal services in Vietnam. Our services: foreign investment, litigation, dispute resolution, debt collection, commercial, practical solutions… Get In Touch Today And Meet Our Lawyers!

ALB & Partners Law Firm

23/04/2020

SET UP A 100% FOREIGN-OWNED REAL ESTATE COMPANY IN VIETNAM

In the context of Vietnam joining many free trade agreements, and significant impact of the US-China trade war, the wave of relocation of production facilities from abroad, especially from Chinese investors to Vietnam becomes increasingly strong, expanding the industrial real estate market, office buildings accompanied with strong demand for building residential areas and services for workers across the country.

Foreign investment in Vietnam's real estate market has exponentially grown over the recent years. Investors from China, Singapore, Korea,… show special interest in office buildings / apartment buildings in downtown areas, or big land in industrial zones or near seaports.

The law of Vietnam currently allows foreign investors to set up a 100% foreign-owned real estate company or purchase 100% of the shares or capital contribution in a local real estate company. However, the scope of business activities in this field as for foreign-owned companies is somewhat narrower than local ones.

Read more at:
https://alb-partners.com/set-foreign-owned-real-estate-comp…

25/03/2020

LEGAL ADVICE ON HR POLICY DURING COVID-19 CRISIS

The Prime Minister of Vietnam issued a Decision No. 173 / QĐ-TTg on February 1st, 2020 announcing the outbreak of epidemic caused by Corona virus. The government of Vietnam has immediately adopted a series of policies to prevent and limit the spread of this epidemic such as: medical isolation, quarantine, temporary suspension of bars, restaurants, hotels, tourism services, etc, which are negatively affecting business of every company both local and FDI. In order to survive this serious economic crisis, cutting down on costs and employees are one of the options mostly chosen by owners of enterprises. However, it should be a big problem if immediate reduction is not compliant with the laws. In view of this matter, ALB & Partners Law Firm hereby would like to offer some legal advice related to assist business owners to legally choose what to do in this situation.

Firstly, business owners (“Employers”) have the right to negotiate with their employees relating to the employment contract as follows:

1/ To negotiate with employees regarding reduction in working hours and salary

According to Article 35 of the Labor Law 2012, employers are entitled to negotiate with employees to modify and supplement the employment contract, specifically time of work and salary. If a new agreement is reached, it can be an annex to the employment contract.

Article 35. Modification and supplementation of a labor contract

1. During the performance of a labor contract, any party that requests to modify or supplement the contents of the labor contract shall notify at least 3 working days in advance to the other party of the contents to be modified or supplemented.

2. In case the two parties can reach an agreement, the modification or supplementation of the labor contract must be carried out by signing an annex to the labor contract or signing a new labor contract.

2/ To negotiate with employees on work suspension

According to Article 98 of the Labor Law 2012, If due to epidemic, employers can negotiate with employees regarding work suspension and pay a salary for this situation. The aforesaid salary must be agreed by the two parties but must not be lower than the regional minimum salary stipulated by the Government.

According to Decree 90/2019 / ND-CP, the regional minimum salary for employees working in enterprises operating in Ho Chi Minh City is VND 4,420,000/month.

3/ To negotiate with employees on temporary suspension of performance of employment contract.

According to Article 32 of the labor law 2012, employers can negotiate with employees on temporary suspension of performance of employment contract. It can be agreed by both Parties about the time to resume to work.

4/ To negotiate with employees on termination of employment contract

According to Clause 3, Article 36 of the labor law, employers can negotiate with employees regarding termination of employment contract, and discuss a pay that can be agreed by the two Parties in this epidemic situation.

Article 36. Cases of termination of employment contract
…
3. Both parties agree to terminate the labor contract.
…

Secondly, in the worst case, business owners cannot retain their employees, if compliant with Article 38 of the Labor Law 2012, they can unilaterally terminate the employment contract with their employees.

Article 38. The right of employers to unilaterally terminate labor contracts
…
c/ If, as a result of natural disaster, fire or another force majeure event as prescribed by law, the employer, though having applied every remedial measure, has to scale down production and cut jobs;
…

This Covid-19 Epidemic is recognized as a force majeure event, therefore, when all measures are taken, but production is still more and more reduced, employers shall have the right to unilaterally terminate the labor contract with their employees.

When unilaterally terminating a labor contract, employers shall have to notify employees in advance:

a/ At least 45 days, for indefinite-term labor contracts;
b/ At least 30 days, for definite-term labor contracts;
c/ At least 3 working days, for seasonal or work-specific labor contracts of under 12 months as stipulated at Point b, Clause 1 of this Article.

In this case, employers must make full payment of wages, complete social insurance obligations, pay severance allowances (if any) for employees.

ALB & Partners Law Firm is very pleased to provide business owners with some legal advice related to HR during this epidemic situation. We hope it is helpful for the time being. Hopefully, this crisis is soon over, and your business will back on the right track as before.

Should you need further assistance, feel free to contact us via email: [email protected] or phone/whatsapp/zalo: +84907008722 (Mr.Long)

24/03/2020

HOW TO SET UP A JOINT-STOCK COMPANY AND INITIAL PUBLIC OFFERING (IPO)

There are four common forms of business in Vietnam: Sole proprietorship, Partnership, Limited liability company and joint-stock company.

The joint-stock company has the most complex and fully-constituted organizational structure, which is suitable for large-scale enterprises. Besides, one of basic features to distinguish a joint-stock company from the other types of businesses is its ability to raise capital. The joint-stock company has permission to issue securities (such as stocks, bonds and other securities) to the public without restriction as long as it meets the condition of issuing securities in accordance with the provisions of law. This helps businesses mobilize capital from society when the ability of shareholders' capital is no longer sufficient to meet the strong development needs of the business.

1. PROCEDURES FOR ESTABLISHING A FOREIGN-OWNED JOINT-STOCK COMPANY

(1) Applying for an investment registration certificate (IRC);
This procedure is only implemented when the investor is an foreign individual or foreign organization.
(2) Applying for business registration certificate (ERC);
(3) Registering the stamp of the company;
(4) Opening a company bank account;
(5) Paying license tax and completing initial tax and accounting procedures.
Completion time: about 20 - 30 working days.

2. INITIAL PUBLIC OFFERING (IPO)

The stock market is an effective tool for businesses to access capital from many investors and to access domestic and international capital markets.

Initial public offering (IPO) is an important period for businesses and creates significant administrative, civil and criminal legal obligations. The Securities Law has strict regulations on conditions for enterprises to offer securities to the public.

CONDITIONS FOR PUBLIC OFFERING OF SECURITIES

- The offering enterprise has a charter capital contributed at the time of offering registration of VND 10 billion or more accounted according to the book value;
- Its business operation in the year preceding the year of offering registration is profitable and, at the same time, it has no accrued loss up to the year of offering registration;
- Its issuance plan and plan on the use of capital generated from the sale offering are adopted by the Shareholders' General Assembly.

DOSSIERS OF REGISTRATION OF PUBLIC OFFERING OF SECURITIES

In order to issue stocks to the public for the first time, the company must submit an application dossier for registration of securities offering to the State Securities Commission including:
- A written registration of public offering of stocks;
- A prospectus;
- The issuing organization's charter;
- The decision of the shareholders' general assembly passing the issuance plan and the plan on use of generated capital and commitment of sending securities into organized stock market for transaction;
- An issuance underwriting commitment (if any).

LICENSING AUTHORITY: The State Securities Commission

TIME OF COMPLETION: Within thirty days after receiving the valid dossiers, the State Securities Commission shall consider and grant certificates of public offering of securities.

Within seven days after a certificate of public offering of securities becomes effective, the company shall publish an issuance announcement on an electronic or printed newspaper for three consecutive issues.

Securities may only be publicly offered after they are published.

LEGAL GROUNDS: The Enterprise law No. 68/2014/QH13 on November 26, 2014; The Securities law No. 70/2006/QH11 on June 29, 2006; the Amending, supplementing a number of articles of securities law 2010; Decree No. 78/2015/ND-CP on September 14, 2015.

13/01/2020

DEBT RECOVER FOR COMPANIES IN VIETNAM

One of the strengths of ALB & Partners Law Firm is to assist corporate clients to recover debts during their business operation in Vietnam. Our mission is to provide the most unique and professional techniques for debt recovery to our clients.

It is a common understanding that chasing overdue debts or payment is really challenging and frustrating. There are so many cases in which debtors try to hide their assets, ignore payment obligation, or use other ways to avoid paying debts.

In Vietnam, there are currently 2 popular ways to recover outstanding debts. The first is litigation way, which is to submit a petition to a Court and solicit assistance. It is a long and time-consuming process, and when there is a Judgement from the Court, debtors have already sold out their assets or transferred to another, or they have gone bankruptcy, and nothing left for creditors to collect.

The second way is to ask a debt collection company for help, and most of us understand what actions this kind of company usually take is violence and “mafia-like”. Then what consequence can we expect from that? At ALB & Partners Law Firm, we have our own special legal techniques to assist corporate clients in recovering overdue debts very quickly and efficiently, which we believe that clients cannot find anywhere. Our clients do not have to wait in long process of litigation or be concerned about the danger of violence.

Contact us for further information and assistance via phone/whatsapp/zalo/viber/wechat number: +84907008722 or email: [email protected]

06/12/2019

RETAIL SALE LICENSE FOR FOREIGN-OWNED COMPANIES IN VIETNAM

With the market entry of many big investors around the world, major alterations in goods trading have been recently carried out in Vietnam. This is a field with many prospects and opportunities for foreign investors to make profits.
Foreign investors are entitled to commercial presence in Vietnam and reserve their rights to export, import, wholesale, retail and distribution of goods.

- With respect to export, import and wholesale distribution activities, foreign-owned companies only need to comply with the investment registration certificate / enterprise registration certificate issued.
- Regarding retail distribution of goods (which is sale of goods to individuals, households or other organizations with consumption purposes), foreign-owned companies must apply for a Retail Sale License when doing business in this area.
In case these companies want to open retail establishments (locations for retail activities), a license for retail establishment is required.

CONDITIONS FOR GRANTING A RETAIL SALE LICENSE

In case a foreign investor is a member of a country or territory participating in an international agreement to which Vietnam is a contracting party committed to opening the market for goods trading and its directly related activities, the following conditions must be satisfied:

- Satisfying market access conditions in international treaties to which Vietnam is a signatory;
- Having a financial plan for license application;
- There is no overdue tax debt in case it has been established in Vietnam for 1 year or more.

APPLICATION FOR THE LICENSE:

1/ An application form for the license;
2/ Explanatory statement that meeting requirements for retail distribution;
3/ Documents from the tax authority proving that there is no overdue tax debt;
4/ Other documents proving financial capacity, capital mobilization plan;
5/ A Copy of the Certificate of business registration and the Certificate of investment registration (if any).

Licensing authority: The Department of Industry and Trade where the company is located.

Time of completion: 20 - 30 working days from the date of submission of valid dossier.

Legal basis: Commercial Law, Foreign Trade Management Law, and Decree No. 09/2018/ND-CP dated January 15, 2018 of the Government.

06/12/2019

TYPES OF TAXES MUST BE PAID BY FOREIGN-INVESTED COMPANIES WHEN DOING BUSINESS IN VIETNAM

Foreign-invested companies established under Vietnamese law also have similar tax obligations as those established by Vietnamese enterprises. The law of Vietnam regulates equal and balanced obligations to pay taxes among the above-mentioned taxpayers to State agencies.

In this article, we only mention some basic taxes and fees applicable to companies with common business lines and conditions.
The following are some of the main taxes and fees paid by foreign-invested companies in accordance with the laws of Vietnam:

I. LICENSE TAX

The license tax is an annual fee and usually based on the charter capital on the Enterprise Registration Certificate/other equivalent license that enterprises must pay the State agency according to the Decree No. 139/2016/ND-CP on license tax.

The license tax paid by foreign-invested enterprises is determined based on the registered capital on the Enterprise Registration Certificate/ other Establishment License issued by the competent authority.

II. CORPORATE INCOME TAX ("CIT")

Corporate income tax is a direct tax on income from production, business activities and other incomes of enterprises.

CIT is specified in the Circular No. 96/2015/TT-BTC and in another Circular No. 78/2014/TT-BTC guiding the implementation of corporate income tax and other relevant documents.

Tax calculation:
• "Corporate income tax payable = ((Assessable income – (Tax-free incomes + Losses carried forward under regulations) × Tax rate)".

• "Assessable income = (Revenue – Expenses deducted) + other incomes".

The CIT rate is 20%, effective from January 1st, 2016.

III. VALUE ADDED TAX ("VAT")

Value-added tax, which is an indirect one, is imposed on the added value of goods and services during the process of production, circulation and distribution. However, not all goods and services are subject to tax payment.

VAT payment obligation is specified in the 2008 Value Added Tax Law, amended in 2013 and in other relevant documents.

Depending on different subjects, different methods of VAT calculation will be applied. According to the current regulations, VAT is calculated to pay by 02 methods: method of deduction and tax calculation directly based on added value.

• Deduction method:
"Payable VAT amount = Output VAT - Input VAT deductible"

• Direct calculation method
"Payable VAT amount = Taxable price of goods or services sold × VAT rate of goods and services"

The amount of VAT that businesses have to pay depends on the group of goods or services produced or provided (there are many different VAT rates applicable to groups of goods/services).

IV. PERSONAL INCOME TAX ("PIT")

To ensure normal business operations, companies may recruit many workers to meet their needs. The law stipulates that enterprises must be responsible for withholding PIT (if employees’ salary or other incomes are subject to PIT) before paying them. In addition, companies must declare the above PIT amounts and submit them to the government.

Taxpayers, tax rates, tax calculation methods are specified in the Circular No. 111/2013/TT-BTC dated August 15th, 2013 and the Circular No. 92/2015 /TT-BTC dated June 15th, 2015 and in relevant legal documents.

V. OTHER TYPES OF TAX

Enterprises manufacturing or doing business in some business lines and sectors with special conditions may be subject to other taxes such as: environment protection tax; natural resources tax; special consumption tax, ...

The above-mentioned taxes are prescribed in specialized legal documents. Subjects of tax payment, tax rates and payable tax amount depend on goods /services of each enterprise.

04/12/2019

SOME IMPORTANT POINTS FOR FOREIGN INVESTORS WHEN ESTABLISHING A COMPANY IN VIETNAM

When investing in Vietnam, foreign investors should hire experienced local lawyers who can give correct legal advice so that you can have a good understanding of the regulations and legal procedures needed in Vietnam. In particular, you need to pay special attention to some important points as follows:

Firstly, with regard to areas of business investment

Based on the scope of market access commitments in Vietnam, as well as the demand to set up foreign capital companies in Vietnam, foreign investors should choose sectors of investment/industry. It is best to invest in areas or industries that have been explicitly committed by Vietnam in bilateral or/and multilateral international treaties to avoid the risk of being rejected when registering industries or fields whose market has not been opened yet. Each of them is associated with requirements of investment capital and conditions of specific business licenses corresponding to the list of conditional industries. Therefore, not registering business lines which is not really necessary will help investors to maximum save time and money to complete legal procedures as well as to be most favorable when registering and implementing business investment activities in Vietnam.

Secondly, as for Investors

Foreign investors investing in Vietnam may be individuals (also known as entrepreneurs) or foreign companies. Most of common investment industries fully opened by Vietnam allow foreign owned companies to be set up by a foreign investor or organization. However, there are still some business lines with special conditions that have specific investment requirements on status of investors which must be individuals or organizations. These can be determined through a combination of investment conditions for all sectors and industries registered on the basis of Vietnam's commitments to WTO and Vietnamese law, if any.

Thirdly, regarding investment capital, charter capital to establish foreign companies in Vietnam

Currently, Vietnam's market access commitments and Vietnamese laws only stipulate conditions on minimal investment capital to set up foreign owned companies in certain sectors such as education and real estate business, traveling, payment intermediaries,... while other normal business lines often do not have the minimum. Therefore, investors only need to ensure that the investment capital shall be commensurate with the scope and scale of their projects. In order to determine the appropriate amount of investment capital and charter capital, investors should determine all of its conditions applicable to their investment sectors or industries (if any) and prepare a specific financial planning to ensure the feasibility of the project.

Fourthly, with regard to contribution of charter capital after the establishment of a foreign owned company in Vietnam

It should be noted that the contribution of charter capital should be completed in accordance with the registered time limit shown on the Investment Registration Certificate, the Company's Charter and Vietnamese law. Accordingly, it should be noted that the time limit for investment capital contribution shall not exceed 90 days from the date of issuance of the Enterprise Registration Certificate. Investors will have to contribute through transfer into the investment capital account opened by a foreign owned company in Vietnam under guidance of the State Bank of Vietnam.

Fifthly, with regard to selecting investment locations and establishing companies

Investors should choose investment locations to set up foreign capital companies in Vietnam with a clear address and sufficient proof of ownership, lease or sublease rights. Offices must be allowed to lease, designed and built in accordance with Vietnamese law, and not in a dispute.

Sixthly, regarding employees

FOC in Vietnam can hire foreign employees or Vietnamese to work at the company. However, if foreign employees are hired, the company must help them to apply for a visa, and an approval for use of foreign employees, as well as a work permit and a temporary residence card under the law of Vietnam.

Seventhly, fulfillment of tax obligations

Every year, every company in Vietnam shall have to pay license fees, depending on the registered charter capital. They must pay income tax on their profit; as well as declare and pay value added tax. Depending on the business lines, companies in Vietnam may also have to pay some kinds of tax such as export, import, special consumption, etc.
Vietnam also has many regulations on investment incentives on corporate income tax when investing in industries with investment incentives or in areas with difficult or extremely difficult socio-economic conditions.

04/12/2019

HOW TO GET A TEMPORARY RESIDENCE CARD FOR FOREIGNERS IN VIETNAM?

Pursuant to the Law on Entry, Exit, Transit and Residence by foreigners in Vietnam dated June 16, 2014, Temporary Residence Card is a document issued by an immigration authority or a competent government agency of the Ministry of Foreign Affairs, allowing foreigners to reside in Vietnam for a definite time, and it can replace their visas.

I. Who can be granted a temporary residence card?

- Foreigner who is a member of a limited liability company or a corporation;
- Foreign lawyer who is licensed to practice in Vietnam;
- Foreigner who is granted a working permit in all kinds of businesses or representatives offices of foreign companies;
- Professionals, students, trainees who are in the national working or studying programs which is signed between the ministries was approved by the Government;
- Relatives of the temporary resident card holder include: parents, spouse and children.

II. Documents required:

- 01 written request for issuance of a temporary residence card;

- 01 declaration of the foreigner’s information;

- 02 3×4 sized photos;

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

- 01 copy (with the original for comparison) of the written evidence of the purpose of your stay in Vietnam (including but not limited to: investment license, business license, work permit, certificate of membership from a board of directors, representative office license, birth certificate, marriage certificate …).

02/12/2019

ESTABLISHMENT CONDITIONS OF LOGISTICS SERVICES COMPANY FOR FOREIGN INVESTORS

LOGISTICS SERVICES IN VIETNAM INCLUDE:

1. Container handling services, except for services provided at airports.
2. Container warehousing services classified as auxiliary services for sea transport.
3. Warehousing services classified as all auxiliary services for multi- modal transport.
4. Delivery services.
5. Freight transport agency services.
6. Customs brokerage services (including customs clearance services).
7. Other services including bill of lading inspection, cargo brokerage services, cargo inspection, sampling and weighing services; goods receipt and acceptance services; and preparation of transport documents.
8. Wholesaling auxiliary services and retailing auxiliary services including management of goods in storage, and collection, collation and classification of goods and their delivery.
9. Cargo transport services classified as sea transport services.
10. Cargo transport services classified as inland waterway transport services.
11. Cargo transport services classified as rail transport services.
12. Cargo transport services classified as road transport services.
13. Air carriage services.
14. Multimodal transport services.
15. Technical inspection and analysis services.
16. Other auxiliary services for transport.
17. Other services under the agreement signed between the logistics service provider and customer according to basic rules of the Law on Commerce.

CONDITIONS TO BE SATISFIED BY A FOREIGN INVESTOR IN PROVISION OF LOGISTICS SERVICES:

In addition to complying with the conditions and regulations of the law, foreign investors in the country or territory that is a World Trade Organization member may provide logistics services under the following conditions:

a) For cargo transport services classified as sea transport services (except for inland transport):
- The foreign investor may establish companies operating ships flying Vietnamese flag or contribute capital, purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 49%. Total number of foreign seafarers working on the ship flying Vietnamese flag (or registered in Vietnam) under the ownership of these companies in Vietnam shall not exceed 1/3 of the ship’s personnel. Captain or first mate must be a Vietnamese citizen.
- The foreign sea transport company may establish an enterprise or contribute capital, purchase shares or stakes in another enterprise.

b) For container handling services classified as auxiliary services for sea transport (some areas may be used exclusively for provision of services or procedures for issuance of licenses may be completed in these areas), the foreign investor may establish an enterprise or contribute capital, purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 50%. The foreign investor may establish a commercial presence in Vietnam under a business cooperation agreement.

c) For container handling services classified as auxiliary services for multimodal transport, except for services provided at airports, the foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 50%.

d) For customs clearance services classified as auxiliary services for sea transport, the foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise which is invested in by a domestic investor. The foreign investor may establish a commercial presence in Vietnam under a business cooperation agreement.

dd) For other services including bill of lading inspection, cargo brokerage, cargo inspection, sampling and weighing services; goods receipt and acceptance services; and preparation of transport documents, the foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise which is invested in by a domestic investor.

e) For cargo transport services classified as inland waterway transport services or cargo transport services classified as rail transport services, the foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 49%.

g) For cargo transport services classified as road transport services, the foreign investor may provide such services under a business cooperation agreement or establish an enterprise or contribute capital or purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 51%. All drivers of the enterprise must be Vietnamese citizens.

h) For air carriage services provided in contravention of regulations of the law on aviation.

i) For technical inspection and analysis services:
- Regarding the services provided to exercise authority of the Government, they may be provided by an enterprise which is invested in by a domestic investor after three years or by an enterprise in which foreign investment is not limited after five years from the date on which the private service provider is allowed to provide such services.
- It is not allowed to provide vehicle inspection services and issue certificates to such vehicles.
- The provision of technical analysis and inspection is limited in the areas determined by the competent authority for national defense and security reasons.

Business Lawyers in Vietnam

10/07/2020

15/05/2020

23/04/2020

25/03/2020

24/03/2020

13/01/2020

06/12/2019

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