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Merchanting trade: A new opportunity for FDI enterprises in Viet Nam

From September 05, 2026, Decree No. 292/2026/ND-CP (“ Decree 292 ”) establishes a new legal basis for foreign-invested enterprises (“ FDI enterprises ”) to conduct merchanting trade. Instead of being prohibited as previously regulated, FDI enterprises are now permitted to conduct this activity, provided that the goods are transported directly between two foreign countries without passing through Vietnamese border gates.   However, this change has not yet been fully synchronized with the regulations on market access applicable to foreign investors. Therefore, enterprises should carefully determine the permitted scope, registration requirements, and transaction conditions before commencing the activity.     1. From “prohibited” to “permitted subject to conditions”: Previously, Article 18.2 of Decree No. 69/2018/ND-CP provided that foreign-invested economic organizations were not permitted to conduct merchanting trade, even where the goods did not pass through Vietnam.   From Septemb...
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Failure to declare beneficial owner infomation may expose enterprises to fines of up to VND100 million

Since July 01, 2025, beneficial owners (“ BOs ”) have become an important aspect of enterprise registration law, enhancing transparency in ownership structures and actual control. Decree No. 288/2026/ND-CP further introduces sanctions for failure to declare, late updates, inaccurate declarations, or failure to retain BO information.   Accordingly, enterprises should ensure accurate BO identification, timely declaration and updates, and proper record retention to avoid fines of up to VND 100,000,000.     1. Obligation to declare and update BO information: Under Article 8.5a of the Law on Enterprises 2020, enterprises are required to collect, update and retain BO information and provide it to competent State authorities upon request. Articles 18.1 and 18.2 of Decree No. 168/2025/ND-CP provide that enterprise founders and enterprises must declare and notify BO information to the provincial-level Business Registration Authority and identify BOs who have controlling rights over the ent...
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Effectiveness of Customs Control Measures for Goods Infringing Intellectual Property Rights

As international trade and cross-border e-commerce continue to expand, counterfeit goods and goods infringing intellectual property rights may pass through multiple countries before reaching consumers. This not only directly affects the lawful rights and interests of rights holders but also poses risks to consumers and the business environment.   In addition to measures for handling goods infringing intellectual property rights after they have entered the market, Vietnamese law permits border control measures to be applied to exported and imported goods suspected of infringing intellectual property rights. This mechanism enables suspicious goods to be detected and handled during customs procedures.   However, the practical effectiveness of customs control measures depends significantly on the ability to identify infringing goods, the quality of information provided by rights holders, the ability to respond promptly when a suspicious shipment is detected, and coordination among the re...
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Investment capital accounts under Circular 38/2026/TT-NHNN: Compliance guide for investors

The State Bank of Vietnam has issued Circular 38/2026/TT-NHNN , replacing Circular 06/2019/TT-NHNN and taking effect on August 18, 2026, thereby establishing a new regulatory framework for the opening, closing, and use of investment capital accounts. This article clarifies key new provisions, identifies common risks, and offers practical compliance guidance for investors and enterprises.   1. Standardized terminology, expanded scope, and expanded categories of eligible entities   The first fundamental change is the standardization of the legal term from “direct investment capital account” to “foreign investment capital account in Vietnam” (referred to as the investment capital account ). Under Clause 3, Article 3 and Clause 5, Article 18 of Circular 38/2026/TT-NHNN , this term replaces the previous designations throughout the applicable foreign exchange regulations.   Regarding its scope, Clause 1, Article 1 of Circular 38/2026/TT-NHNN adds investment activities from international ...
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