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Electronic Identification for FDI Enterprises: Are Two Legal Representatives Necessary?

In the current digital transformation, electronic identification and the use of electronic identification accounts by organizations are becoming important practical conditions for enterprises to access, carry out and monitor various administrative procedures in the electronic environment of Vietnamese state authorities. For foreign-invested enterprises, this requirement is not merely a technical matter of logging into public service systems; it may also directly affect their ability to maintain corporate governance, comply with legal obligations and process necessary procedures with competent state authorities.   One notable difficulty arises where the enterprise has only one legal representative and that person is a foreign national. If such person has not yet satisfied the residence or personal electronic identification requirements in Vietnam, the enterprise may encounter difficulties in registering, managing or using its organizational electronic identification account. From a ris...
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Choice of law agreements in service contracts between Vietnamese enterprises and foreign partners

In the context of international integration and cooperation, cross-border commercial activities between Vietnamese enterprises and foreign traders, investors or partners take place on a regular basis. Under Point a Clause 2 Article 663 of the Civil Code 2015 , these are civil relations involving foreign elements. Accordingly, contracts entered into between Vietnamese enterprises and foreign partners may concurrently be subject to national laws, international treaties, international customs and mandatory regulations at the place where the contracts are performed. In this context, determining the applicable law is not merely a drafting technique but also directly affects the interpretation of the contract, the determination of the parties’ rights and obligations, the handling of breaches and the resolution of disputes.   In practice, during contract negotiations, each party often tends to propose the law of the country in which it is incorporated or headquartered because of its greater ...
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Personal income tax in capital transfer transactions under the 2025 Law on Personal income tax and the draft guilding decree

In M&A transactions involving the transfer of contributed capital/equity interests or shares in Vietnam, personal income tax (“ PIT ”) is one of the key tax obligations applicable to individual transferors. This article presents and analyses the changes to PIT on capital transfers in limited liability companies, ordinary joint stock companies, listed companies and public companies under the 2025 Law on Personal Income Tax and the draft decree guiding the 2025 Law on Personal Income Tax, which has been circulated by the Ministry of Finance for comments from agencies, organisations and individuals since March 2026 (the “ Draft Decree ”), as compared with the previous legal framework.   1. PIT applicable to resident individuals   1.1. Transfer of contributed capital in a limited liability company  For transfers of contributed capital in a limited liability company, the approach under the 2025 Law on Personal Income Tax essentially retains the previous mechanism, while introducing a...
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