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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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Update on Regulations on Beneficial Ownership from 23 July 2026

The Ministry of Finance has issued Decree No. 296/2026/ND-CP dated July 23th, 2026, which amends, supplements, and tightens regulations concerning the beneficial ownership of enterprises.   1. Definition and Identification of “Beneficial Owner”   A beneficial owner of an enterprise is one or more individuals who directly or indirectly ultimately own or exercise actual control over such enterprise, excluding individuals representing state capital in the enterprise.   A beneficial owner is one or more individuals identified as follows:   An individual who directly or indirectly, or both directly and indirectly, owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise. An indirect beneficial owner is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through organizations or other legal arrangements. Where a group of individuals who have a family relationship as pre...
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Associate – Investment & Corporate (IC)

Apolat Legal is a full-service commercial law firm practicing in Viet Nam. Our Clients rely on us to provide them with innovative commercial and legal advice, which is of the highest international standard and practical in a Vietnamese context. As a dynamic law firm committed to raising the standards of the legal sector, we promote an open and creative working environment, a healthy work-life balance, while maintaining a strong focus on the responsibility and commitment of our lawyers to continuous improvement. Apolat Legal is looking for an Associate in the field of Investment & Corporate  to participate in our dynamic and enthusiastic team. The successful candidate will be working at Apolat Legal’s Ho Chi Minh City office. The job description and requirements are as follows: 1. Job Description An Associate needs to handle multiple clients, which involves a lot of responsibilities. Here is a list of some primary responsibilities that need to be carried out by an Associate at A...
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