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Update on Regulations on Overseas Investment Not Requiring an Overseas Investment Registration Certificate

From February 31 st , 2026, the Ministry of Finance issued Decree No. 103/2026/ND-CP, which introduces additional provisions on cases of overseas investment that do not require an Overseas Investment Registration Certificate.   This article provides investors with an overview of the applicable cases and key matters to note when making overseas investments that do not require an Overseas Investment Registration Certificate.   1. Determining Projects Not Required to Undergo Procedures for an Overseas Investment Registration Certificate   Under Article 18 of Decree No. 103/2026/ND-CP, an investor shall carry out foreign exchange transaction registration procedures without having to carry out procedures for obtaining an Overseas Investment Registration Certificate for a project falling into one of the following cases:     First, a project with an overseas investment capital amount of less than VND 7 billion that is not in a conditional overseas investment business line as prescribed in...
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Risks for FDI enterprises engaging in unlicensed retail sale of goods

The retail distribution of goods by foreign-invested economic organizations (“ FDI Enterprise ”) constitutes a conditional business line and must be licensed by the competent state authority prior to implementation. This article analyzes the applicable legal conditions and potential administrative sanction risks that can arise where an FDI Enterprise conducts retail activities before obtaining the requisite license. 1. Legal provisions governing the exercise of the retail distribution right: a. Definition: Pursuant to Clause 7 Article 3 of Decree No. 09/2018/ND-CP, retail is defined as the sale of goods to individuals, households, or other organizations for consumption purposes. [1] Specifically : [2] Retail means the resale of new and used goods for personal or household consumption, regardless of the sales channel, including sales through shops, department stores, stalls, mail-order houses, door-to-door sales, street vendors, consumer cooperatives, auction houses, etc. Retail ...
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Deposits in Real Estate Transactions: What Is the Maximum Deposit Penalty, and Can It Be Combined with a Contractual Penalty?

In real estate transactions, parties commonly agree on a deposit penalty amounting to several times the deposit, together with an additional contractual penalty, on the assumption that a higher penalty secures a stronger commitment from the other party. However, under new guidance of the Supreme People’s Court, effective from 15 October 2026, such agreements will no longer be fully upheld by the courts in the event of a dispute. This article helps both depositors and deposit recipients understand how much they may actually claim, or be required to pay, when a transaction falls through.   1. What is the maximum deposit penalty?   Under Clause 2, Article 328 of the 2015 Civil Code (the “ Civil Code ”), if the depositor refuses to enter into or perform the contract, the deposited property shall belong to the deposit recipient. Conversely, if the deposit recipient refuses, it must return the deposited property and pay an additional amount equivalent to the value of the deposited prope...
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[Apolat Legal Training] Identifying and Handling Intellectual Property Infringements

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Recently, Partner Pham Thi Thoa conducted a legal training session on Intellectual Property for SCG Vietnam, a member of Siam Cement Group (SCG) — one of Thailand’s leading industrial conglomerates. SCG has been present in Vietnam since 1992, operating in building materials, chemicals, and packaging.   The training session provided an introduction to and in-depth analysis of IP rights categories, rights establishment, and particularly IP infringement cases, covering key topics:   Identifying infringing acts and key case studies   Mechanisms and roadmaps for handling infringements   Solutions for businesses to avoid infringing third-party rights   Application of AI in establishing IP rights   The training materials were directly researched and compiled by Partner Thoa alongside Associate Nhi Nguyen, delivering practical legal perspectives tailored to business operations.   Apolat Legal would like to thank SCG Vietnam for partnering with us in this sharing sessio...
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Negotiation before commencing legal prceedings: A seemingly simple clause that may cause an enterprise to lose it procedural advantage

In many commercial contracts, a clause requiring the parties to negotiate before commencing legal proceedings often occupies only a few lines in the dispute resolution section. Many enterprises regard this as a formality, included to demonstrate goodwill and cooperation rather than as an obligation that must be properly implemented and supported by retained evidence.   However, when a dispute arises, a seemingly simple clause may significantly affect the strategy for resolving the matter. If negotiation is identified as a step that must be taken before bringing the dispute before a Court or arbitration, failure to comply with this step may enable the other party to raise procedural objections, give rise to arguments unrelated to the substantive issues of the dispute, and prolong the resolution process.   The risk does not arise only where an enterprise fails to negotiate altogether. A vaguely drafted clause, an undocumented negotiation process, or an excessively long period spent wai...
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Precedent No. 79/2025/AL: Mortgaged land does not automatically render a deposit agreement invalid

In disputes concerning deposits for the transfer of land use rights, two grounds are commonly invoked to seek a declaration that a deposit agreement is invalid: the relevant property is mortgaged to a bank, and the person who signed and received the deposit is not the person named in the land use right certificate.   Precedent No. 79/2025/AL, however, confirms that neither circumstance automatically invalidates a deposit agreement. The decisive factors are not limited to the legal status of the property or the identity of the signatory, but also include the parties’ knowledge and intention, the scope of authorization, the negotiation and execution process, and, in particular, the actual reason why the land use rights transfer agreement was not executed.   Precedent No. 79/2025/AL was developed from Cassation Decision No. 296/2023/DS-GĐT dated 13 December 2023 of the Judicial Committee of the High People’s Court in Ho Chi Minh City. It was adopted by the Judicial Council of the Suprem...
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Validity of land use right mortgage contracts at banks in the event of void land transfer transactions

In practice, many real estate transfer transactions are declared void despite the transferee having been issued the Certificate of land use rights, ownership of houses and other assets attached to land, and having mortgaged the house and land use rights to a Bank in accordance with legal regulations. In such cases, the validity of the mortgage contract depends on the Bank’s verification and appraisal of the real estate prior to entering into the contract.   1. Legal consequences of void civil transactions and rights of bona fide third parties   According to Clause 1, Article 131 of the 2015 Civil Code, when a civil transaction is void, the parties shall restore the original status and return to each other what they have received. In cases where a real estate transfer transaction is declared void, the transferor remains the legal user of the land and owner of the residential house under civil law. However, if the real estate has been registered with the competent state authority after...
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