Công ty dịch vụ luật Apolat Legal

Many Vietnamese Investors have successfully taken their business activities abroad and earned stable profits from foreign companies (“ Foreign Company ”). Upon achieving a certain level of growth, the Foreign Company may expand its scale by establishing or contributing capital to another company. This is a common activity and is in accordance with the laws of many countries, including Viet Nam. For example, if a Vietnamese Investor establishes a company in Singapore, this Singaporean Company has the right to establish or contribute capital to/purchase shares of other companies in accordance with Singaporean law. However, from the perspective of compliance with Vietnamese law, Vietnamese Investors may face risks if the Foreign Company does not operate in accordance with the Offshore Investment Registration Certificate (“ OIRC ”). 1. Case where Vietnamese Investors use the profits of the Foreign Company to invest in another company Article 67 of the Law on Investment 2020 stipulates t...

1. ESG – From peripheral factor to core corporate governance standard In the era of green transition and sustainable development, ESG (Environmental, Social, and Governance) is no longer merely a “preferred option” but is evolving into an inherent obligation within corporate governance structures. Crucially, the Governance (G) pillar serves as the “backbone” enabling enterprises to actualize their environmental and social commitments.  In Vietnam, although no standalone ESG legislation exists, extant legal regulations concerning corporate governance already encompass fundamental ESG elements, albeit dispersed across multiple legal instruments. See more: Legal framework for ESG assessment and sustainable business practices in Vietnam 2. Legal responsibilities of the Board of Directors in ESG Integration From a legal perspective, the Board of Directors (“BoD”) holds a central role in formulating and overseeing ESG-related strategies.  Ensuring ESG management mechanisms an...

Vietnam is a promising market in the field of foreign language education due to the increasing demand for learning English, Chinese, Japanese, and other languages. However, foreign investors entering this sector face significant legal challenges. This article analyzes the key legal barriers that foreign investors may encounter when establishing a language center in Vietnam.  1. Investment Forms   Foreign investors can choose one of the following investment forms:  Establishing a wholly foreign-owned company.  Entering into a joint venture with a local partner.  2. Licenses for Operating a Language Center  Before commencing operations, foreign investors must obtain the following licenses:  Investment Registration Certificate for foreign language training activities.  Enterprise Registration Certificate.  Approval decision for educational operations. Work permits for foreign teachers (if applicable).  3. Basic Requir...

Law on Commercial Law 2005 permits foreign traders to establish representative offices in Vietnam to conduct trade promotion activities within the scope allowed by this Law. Accordingly, Article 9.1 of Decree No. 07/2016/ND-CP stipulates that the Representative Office Establishment License has a validity period of up to 05 years, but must not exceed the remaining validity term of the foreign trader’s Business Registration Certificate. Therefore, representative offices should take note of the appropriate timeframe for conducting extension procedures.   Additionally, during the operation of the representative office, if any circumstances arise that necessitate a modification to the Representative Office Establishment License, the foreign trader must comply with the relevant procedures. Consequently, when requesting for an extension or modification of the Representative Office Establishment License, foreign traders should consider the following matters:  1. Extension of the R...

In the context of economic integration, Vietnam is increasingly becoming an attractive destination for foreign investors. Acquiring shares in a Vietnamese company is one of the most common forms of investment, allowing investors to enter the market without establishing a new company. However, this process is not merely a commercial transaction but must strictly comply with current Vietnamese laws.   This article provides a comprehensive overview of the conditions and procedures for share transfers to foreign investors, including shareholder rights and restrictions, transfer methods, registration procedures with government authorities, and relevant tax obligations. Understanding these regulations not only helps businesses and investors execute transactions smoothly but also ensures legal compliance and mitigates unnecessary legal risks.  1. Legal regulations on share transfer of non-listed companies in Vietnam  1.1 Right to Transfer Shares For non-listed joint-sto...