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10 New Points on Promotional Activities Under Decree No. 239/2026/ND-CP

Promotional activities are among the most widely used trade promotion tools for businesses to drive sales, expand market reach, and strengthen customer engagement. At the same time, they remain subject to a comprehensive legal framework designed to ensure fair competition and protect consumers’ legitimate interests.     On June 26, 2026, the Government issued Decree No. 239/2026/ND-CP, amending and supplementing several provisions of Decree No. 81/2018/ND-CP, which provides detailed guidance on the implementation of the Law on Commerce with respect to trade promotion activities (as previously amended and supplemented by Decree No. 128/2024/ND-CP). The Decree took effect immediately upon its issuance and introduces several noteworthy changes that businesses should take into account when designing and implementing promotional programs.   1. Narrowing the scope of goods and services eligible for promotion   To strengthen regulatory oversight over promotional activities involving sensit...
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Do employees have the right to refuse fingerprint- or facial recognition-based timekeeping?

In the context of the accelerating digital transformation in human resources management, many enterprises have replaced traditional timekeeping methods with fingerprint or facial recognition systems. This solution improves accuracy, prevents timekeeping fraud, and optimizes the management of employees’ working hours.   However, fingerprints and facial images are not merely authentication tools but also biometric data intrinsically associated with each individual’s identifying characteristics. Therefore, the question arises as to whether an enterprise may require the use of this timekeeping method on the basis of its labor management authority, or whether employees have the right to refuse to provide their fingerprint or facial data.   1. Labor management authority does not supersede data protection obligations:   Under the Labor Code 2019 (“ Labor Code 2019 ”), employers have the right to manage and direct employees, while employees are obliged to comply with internal labor regulat...
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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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