Công ty dịch vụ luật Apolat Legal

Law on Commercial Law 2005 permits foreign traders to establish representative offices in Vietnam to conduct trade promotion activities within the scope allowed by this Law. Accordingly, Article 9.1 of Decree No. 07/2016/ND-CP stipulates that the Representative Office Establishment License has a validity period of up to 05 years, but must not exceed the remaining validity term of the foreign trader’s Business Registration Certificate. Therefore, representative offices should take note of the appropriate timeframe for conducting extension procedures.   Additionally, during the operation of the representative office, if any circumstances arise that necessitate a modification to the Representative Office Establishment License, the foreign trader must comply with the relevant procedures. Consequently, when requesting for an extension or modification of the Representative Office Establishment License, foreign traders should consider the following matters:  1. Extension of the R...

In the context of economic integration, Vietnam is increasingly becoming an attractive destination for foreign investors. Acquiring shares in a Vietnamese company is one of the most common forms of investment, allowing investors to enter the market without establishing a new company. However, this process is not merely a commercial transaction but must strictly comply with current Vietnamese laws.   This article provides a comprehensive overview of the conditions and procedures for share transfers to foreign investors, including shareholder rights and restrictions, transfer methods, registration procedures with government authorities, and relevant tax obligations. Understanding these regulations not only helps businesses and investors execute transactions smoothly but also ensures legal compliance and mitigates unnecessary legal risks.  1. Legal regulations on share transfer of non-listed companies in Vietnam  1.1 Right to Transfer Shares For non-listed joint-sto...

Legal Basis:   Investment Law 2020 (Law No. 61/2020/QH14).  Securities Law 2019 (Law No. 54/2019/QH14).  Decree No. 135/2015/ND-CP providing guidelines for the implementation of certain provisions of the Investment Law.  Circular No. 05/2014/TT-NHNN of the State Bank of Vietnam regulating foreign exchange management for foreign indirect investment activities.  1. Indirect Investment Capital Account An Indirect Investment Capital Account is a Vietnamese-dong-denominated payment account opened by a foreign investor at an authorized bank to carry out permitted transactions related to foreign indirect investment activities in Vietnam.  Foreign indirect investment activities in Vietnam by foreign investors include the following:    Contribution of capital, purchase, and sale of shares or capital contributions in enterprises that are not subject to the provisions of Clause 2, Article 3 of Circular No. 06/2019/TT-NHNN dated June 26, 2...

Currently, it is common practice for overseas parent companies to assign senior personnel to Vietnam for management and operational roles within foreign-invested enterprises. Many enterprises, in particular, appoint these personnel as legal representatives due to their global management experience and deep understanding of the parent company’s strategies and policies. This ensures consistent governance and efficient coordination of business activities in Vietnam. When assigning intra-corporate transferees as legal representatives, companies must thoroughly understand the legal requirements related to residency, job titles, and work permits to mitigate potential risks during operations.  1. Definition of intra-corporate transferees   The Intra-corporate transferee must meet the following conditions:(1) Being a manager, an executive officer, an expert or a technical worker of a foreign enterprise;  Having worked for such enterprise for at least 12 consecutive months ...