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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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Vietnam completes the accession procedures to the 1961 Hague Convention: A step forward in the recognition of Foreign Public Documents

Vietnam’s completion of the accession procedures to the Hague Convention of October 5, 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (hereinafter referred to as the “ Apostille Convention ”) marks a positive development in the process of improving the legal framework governing the recognition and use of public documents in international relations. On December 31, 2025, Vietnam deposited its instrument of accession with the Ministry of Foreign Affairs of the Kingdom of the Netherlands, as the depositary of the Convention. In accordance with the mechanism set out in the Convention, the Convention will enter into force for Vietnam on September 11, 2026. At the same time, Vietnam has designated the Ministry of Foreign Affairs as the competent authority for issuing Apostilles.   The significance of Vietnam’s accession to the Convention lies, first and foremost, in the change to the mechanism for authenticating public doc...
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Promotional Activities – What Must Enterprises Comply With?

1. Definition of promotional activities   Promotional activities are commercial promotion activities conducted by traders for the purpose of promoting the purchase and sale of goods or the provision of services by offering customers certain benefits. Promotional activities may be carried out by: (i) enterprises that themselves conduct production and/or business activities; and/or (ii) enterprises providing promotional services, which conduct promotions for other enterprises in accordance with a promotional service agreement.   The Law on Commerce and relevant legislative documents impose specific conditions and restrictions on goods and services that are subject to promotion, as well as goods and services used for promotional purposes. Specifically:   Goods and services eligible for promotion  do not include alcoholic beverages, lottery products, tobacco products, breast-milk substitutes, medicines for human use (including medicines that have been licen...
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