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Apolat Legal Advises Japanese Shareholder on Exit from Vietnamese Subsidiary

Apolat Legal advised a Japanese shareholder holding 100% of the capital of its Vietnamese subsidiary in connection with the transfer of its entire equity interest in the subsidiary to a Vietnamese investor. The transaction value was USD 2.5 million. In addition to structuring the capital transfer, Apolat Legal supported the client in securing recovery of the USD 2.5 million that the Vietnamese subsidiary had borrowed from the Japanese shareholder during its prior operation period. The recovery plan was designed through a combination of transfer pricing arrangements, liquidation of inventory, and disposal of goods prior to the handover of the Vietnamese subsidiary to the new investor. A notable feature of the deal was that the Vietnamese subsidiary held land use rights over an area of 16,000 square metres in an industrial park in Binh Duong. Accordingly, in addition to advising on the transaction structure, Apolat Legal also supported the client in obtaining the necessary approval fro...
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Critical changes regarding investment supervision and evaluation reporting obligations under new regulations effective from march 31, 2026

The legal framework for investment in Vietnam is undergoing significant transitions with the implementation of the Law on Investment 2025 and its latest guiding documents. Notably, the reporting and supervision regime for investment projects has been tightened and fully digitalized. To assist Investors using other capital sources (non-state budget capital) in proactively managing administrative risks and maintaining compliance, this article provides a detailed summary of mandatory reports, submission deadlines, and critical legal notes.   1. Investment Reporting Regime in Vietnam   Pursuant to Point c, Clause 1, Article 47 of the Law on Investment No. 143/2025/QH15 (“ Law on Investment 2025 ”), Investors and Economic Organizations Implementing Projects are subject to the mandatory investment reporting regime. Accordingly, Point a, Clause 2, Article 47 of the Law on Investment 2025 dictates that periodic reports by Investors and Economic Organizations Implementing Projects must be sub...
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Apolat Legal Advises on Foreign Loan Conversion and Corporate Restructuring in Vietnam

Apolat Legal advised a Vietnamese company operating in the real estate services sector in connection with a proposed conversion of a foreign loan into capital contribution, as part of a broader corporate restructuring plan. The transaction was designed to bring foreign investors into the company’s shareholder structure through the conversion of the loan into equity, thereby restructuring the company’s ownership framework. A key feature of the matter was the need to develop multiple restructuring scenarios in order to achieve the client’s commercial objective. Apolat Legal advised the client on several options for implementing the loan conversion and business restructuring, with particular focus on identifying the most time- and cost-efficient structure under Vietnamese law. Through this engagement, Apolat Legal supported the client in assessing the legal feasibility of each proposed structure and in selecting an implementation approach aligned with both regulatory requirements and b...
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Apolat Legal Advises Shareholders of Foreign-Invested Company in Vietnam on Cross-Border Share Contribution Structure

Apolat Legal advised and assisted the shareholders of a foreign-invested company in Vietnam in connection with a transaction involving the use of their shares in such company to establish new companies in France. The client is a French-Vietnamese company operating in website design and development, open-source development, and digital strategy. Under the transaction structure, two shareholders of the Vietnamese company used their shares in that company as capital contribution to establish two companies in France, resulting in a change in the shareholder structure of the Vietnamese company. Based on the valuation of the shares in the Vietnamese company, the charter capital of the two newly established companies in France was recognized at up to EUR 750,000. A notable feature of the deal was that, while this type of transaction is not uncommon for Vietnamese companies in general and is often used in practice in structures involving cross-ownership, there have been very few similar tran...
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Apolat Legal recognised by Benchmark Litigation Asia-Pacific 2026

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Apolat Legal is honoured to be recognised as an Other Notable Firm in the Commercial and Transactions category of the Benchmark Litigation Asia-Pacific 2026 rankings. Apolat Legal is honoured to be recognised as an Other Notable Firm in the Commercial and Transactions category of the Benchmark Litigation Asia-Pacific 2026 rankings Benchmark Litigation is a reputable legal guide dedicated to litigation and dispute resolution. This recognition reflects the continuous efforts of Apolat Legal’s team in delivering professional, effective legal solutions that optimise the interests of clients in Vietnam and internationally. Apolat Legal would like to express our sincere appreciation to our valued Clients and Partners for their continued trust and support. This serves as a strong motivation for us to further enhance our service quality and strengthen our capabilities in Dispute Resolution. For more information on the rankings, please visit: https://lnkd.in/gv5YbC4K Nguồn: https://ift.t...
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Unilateral termination of labor contracts due to employees’ frequent failure to perform work

In the process of labor management and utilization, assessing the work performance of employees plays an important role in the operations of an enterprise. In practice, there are cases where employees do not meet job requirements or frequently fail to complete assigned tasks, which raises the issue of the employer’s right to terminate the employment relationship. The Labor Code 2019 allows employer to unilaterally terminate an labor contract (“ Contract ”) if the employee frequently fails to perform work according to the Contract. However, for the termination of the contract to be deemed lawful, the enterprise must comply with the following conditions and procedures.  1. The legal basis for unilateral termination of the Contract Pursuant to Point a, Clause 1, Article 36 of the Labor Code 2019, the employer has the right to unilaterally terminate the Contract in cases where the employee frequently fails to perform his/her work as stipulated in the Contract. However, determining whethe...
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Tax incentives for science and technology enterprises effective as of 2025

Amidst significant transformations in the legal framework for science, technology, and innovation specifically with the promulgation of the Law on Science, Technology, and Innovation No. 93/2025/QH15 (effective October 1, 2025) and Decree No. 320/2025/ND-CP guiding the implementation of the Law on Corporate Income Tax (effective December 15, 2025 science and technology enterprises  ( S&TEs )  are being positioned at the heart of policies encouraging knowledge-based economic development.   This article analyzes the concept of Science and Technology Enterprises (S&TEs), the relevant legal requirements, and the notable tax incentive framework applicable from 2025.   1. What is a Science and Technology Enterprise? In practice, many enterprises believe that merely applying technology to management or business operations qualifies them as a Science and Technology Enterprise (S&TE). However, under current law, an S&TE is a specific legal status, established only when the en...
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