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Leasing of off-plan housing and buildings

Owners who are individuals or organizations investing in the construction of housing and buildings for lease constitute a very common business model in Viet Nam. Ordinarily, the lease is only carried out after the housing or building has been completely constructed, has passed the acceptance test and has been put into use. In practice, however, many owners wish to seek and enter into contracts with tenants before construction commences, in order to secure a source of revenue immediately after the building is put into operation. At the same time, tenants also wish the housing or building to be designed and constructed in conformity with the intended use under their business plans. Although this demand is fairly common in practice, the provisions of Vietnamese law on the leasing of off-plan housing and buildings remain not truly clear.   The Law on Real Estate Business 2014, which took effect on May 01, 2015 and ceased to be effective on August 01, 2024 (“ LREB 2014 ”), provided in Arti...
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Authorization for employees to receive wages: Key considerations for enterprises

In the course of business operations, many enterprises encounter situations where employees do not have bank accounts or, for objective reasons, are unable to receive their wages in person and request that their wages be transferred to another person on their behalf. Although the labor law permits employees to authorize another person to receive their wages, failure to comply with the applicable legal requirements may give rise to risks relating to payment documentation and affect the deductibility of wage expenses for corporate income tax (“ CIT ”) purposes. This article analyzes the current legal framework and highlights several key issues that enterprises should take into consideration when implementing the wage authorization mechanism.   1. Legal framework governing the authorization to receive wages Under applicable law, employers are required to pay wages directly, in full, and on time to their employees. However, where an employee is unable to receive the wages directly, the e...
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The mechanism of authorized representatives of entity members in multi-member limited liability companies

In corporate investment and governance, it is common for an entity member to appoint an authorized representative (“ Authorized Representative ”) to exercise the rights attached to its capital contribution, particularly in foreign-invested enterprises. In practice, however, many entity members still confuse the number of Authorized Representatives with their voting rights, resulting in difficulties in the organization and operation of the Members’ Council. This article analyzes the legal framework governing Authorized Representatives under the Law on Enterprises 2020 and highlights several legal issues that entity members should take into consideration when applying this mechanism.  1. Authorized Representatives of entity members Under Vietnamese law, an Authorized Representative is an individual authorized in writing by an entity member to, on behalf of and in the name of such entity member, exercise the rights and perform the obligations of the member in the company. 10 The writte...
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When Can Asset Leasing Be Considered Financial Leasing?

In recent years, many companies have implemented business models based on investing in assets and allowing customers to use those assets through periodic payments, such as rent-to-own models, leasing of machinery and equipment, or leasing of rooftop solar power systems. These models are often structured as standard asset leasing transactions, with the aim of enabling customers to access assets with lower upfront investment costs.   However, from a legal perspective, the term “leasing” does not always determine the true nature of a transaction. In certain cases, the competent authority may look at the economic structure and specific contractual terms to assess whether the transaction bears the nature of financial leasing.   Correctly distinguishing between a standard asset lease and financial leasing is of practical importance for companies, as a transaction considered financial leasing may trigger compliance requirements applicable to credit institutions.   1. What is financial leas...
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Other legal issues relating to outward investment procedures

In addition to the initial procedures for implementing outward investment activities, the Investor should take note of certain legal obligations arising during the implementation of the project, particularly periodic reporting obligations and the obligation to remit profits back to Vietnam. These are important legal matters to ensure that outward investment activities are carried out in compliance with the applicable regulations and to avoid the risk of administrative penalties.  1. Periodic reporting procedures:   Pursuant to Articles 48.3(b), 48.3(c), and 48.4 of the Law on Investment 2025, Article 35.2 of Decree No. 103/2026/ND-CP, and Article 25 of Circular No. 12/2016/TT-NHNN, during the implementation of an outward investment project, the Investor must comply with the following periodic reporting regime:  No.   Report   Reporting method   Receiving authorities   Form   Deadline   1.  Semi-annual and annual periodic report on the operation status of the investment p...
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Legal Due Diligence of Healthcare Intermediary Service Platforms in Vietnam: Perspectives on Licensing, Intellectual Property, and Personal Data

I. INTRODUCTION The market for healthcare service booking platforms in Vietnam – spanning telemedicine, appointment booking, and online health consultations – is growing rapidly, driving a wave of fundraising and mergers and acquisitions (M&A) in the health technology sector. However, unlike a typical technology start-up, legal due diligence on this group of businesses is considerably more complex, as their business models sit at the intersection of multiple areas of law: the law on medical examination and treatment, e-commerce law, intellectual property law, and personal data protection law.   This overlap means that the legal risks of a Healthcare Intermediary Service Provider are rarely concentrated in a single area, but instead spread across several layers: from correctly classifying the operating model, to ownership of intellectual property assets, to compliance with personal data protection obligations. A red flag at any one of these layers can directly affect th...
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