ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Thứ Năm, 27 tháng 4, 2017

How To Conduct Legal Due Diligence for M&A in Vietnam?

Legal Due Diligence help management make better investment decision in Vietnam
Mergers and Acquisitions (M&A) has become popular in Vietnam as the country develops and more investors are eager to invest and gain control of the business enough to engage in, decide important business matters through partial or full ownership of an enterprise.  A successful M&A mean the parties achieve their financial and commercial goals (increasing capital, raising management capacity, branding, etc) and ensuring safety and restraint the risk at the lowest level, though legal due diligence undertaken by law firm in Vietnam.
The Importance of Legal Due Diligence of Enterprise in M&A activities

Legal due diligence of enterprises focuses on full and detailed assessment of legal issues relating to the legal entity, capital contribution status, shareholder status, legal rights and obligations. From the investigation information, the parties can anticipate legal risks, assess opportunities to come up with alternatives. In addition, legal assessments help parties evaluate the reliability of their counterparts as well as understand their advantages and constraints for the negotiation process.
What Legal Due Diligence in M&A Activities Entail?
  • Evaluate the factors related to the legal status and capacity of the target enterprise: Review the legitimacy of the establishment, operation, possession of enterprise; ensure that the enterprise is not subject to procedures for dissolution or bankruptcy and compliance with the law of the enterprise in the course of operation. The information to be checked includes: dossiers, certificate of enterprise establishment, operation licenses, practice certificates, professional liability insurance, company charter, agreement between the company owner on rights of shareholders, capital contributors, minutes of meetings, member/shareholder register, certificate of capital contribution.
  • Evaluate the factors related to the business and financial activities of the target enterprise: Review the system of customers and partners of the enterprise; the documents on economic contracts (with customers, suppliers, etc); dossier of investment, construction, land, project; information on guarantee, mortgage (if any), debt and credit agreement, M&A, financial leasing contract, exclusive contract, franchise, etc, in terms of value, legality, validity, progress to evaluate legal risks in the future. Review the financial statements on the accuracy of the financial status of the business.
  • Verify the factors related to labor: Review labor contracts, labor agreements, internal labor regulations to determine the enterprise’s financial obligations to employees, compliance Labor law and reception of labor after the purchase or sale.
  • Verify the factors related to intellectual property: Review intellectual property rights of enterprises including: trademarks, trade names, industrial designs, layout designs, business secrets, etc; the property has granted the patent/license. Review matters of infringement of intellectual property rights of other organizations, individuals or legal persons in order to anticipate the risks of being sued or claiming damages.
In addition, in an M&A deal, the acquirer should ensure that participation in capital contribution or acquisition of the target enterprise is permitted, the form of M&A implementation is in accordance with the law and the M&A deal was approved by the competent authority of each party. After that, the factors related to M&A transaction procedures and constraints and restrictions of law (if any) must be evaluated.

Thứ Tư, 26 tháng 4, 2017

Brazilian Applied Anti- Dumping Tax 18% on Seamless Stainless Steel Tubes from Vietnam

Brazil started to apply anti-dumping tax on goods from Vietnam
On April 24th, 2017, the Brazilian investigation authority decided to initiate an investigation to verify the existence of dumping, injury and a causal link between them in the imports of seamless stainless steel tubes imported from Malaysia, Thailand and Vietnam
Investigated products are seamless stainless steel tubes with diameter equal or higher than 6mm and not higher than 2.032 mm and thickness equal or higher than 0.40 mm and not higher than 12.70 mm, classified as HS code: 7306.40.00 and 7306.90.20 on the Common Nomenclature of MERCOSUR – NCM, from Malaysia, Thailand and Vietnam.

Plaintiffs are Aperam Inox Tubos Brasil Ltda. and Marcegaglia do Brasil Ltda.
The alleged dumping margin with Vietnam is 18.0%, Malaysia is 26.4% and Thailand is 19.1%
The Period of Investigation is from October 2015 to September 2016 and the injury period is from October 2011 to September 2016.
The time duration for concerned parties to answer and submit the questionnaire is 30 days since the date of receiving (this duration shall be extended but not exceeding 30 days).  Concerned parties shall have 20 days to register to join the investigation i.e. May 15th, 2017.
All concerned parties shall have 70 days to submit comments about using alternative country for normal value calculation, by Jul 3rd, 2017.
If concerned parties have legal representative, the representative shall be allowed within 91 days since the initiation of the investigation, by Jul 24th, 2017.
To ensure the rights and benefits, the concerned parties are suggested to join and submit the questionnaire fully and find the support from experienced anti-dumping law firm and lawyers in Vietnam and Brazil.
Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.
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Thứ Hai, 24 tháng 4, 2017

Renewal of License for the Establishment of Branches Office in Vietnam

How to extend branch license in Vietnam?
The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.
Preparation of dossiers for extension of license for the establishment of branches includes:
  • Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;


  • A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;
  • Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;
  • A copy of the license for the establishment of the branch.
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The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:
  • A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;
  • Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;
  • Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;
  • Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;
  • In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;
  • Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.
Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.

Chủ Nhật, 23 tháng 4, 2017

Guidance of Representative Office Setting-up in Vietnam

Establishment of representative offices of foreign traders in Vietnam
The establishment of representative offices of foreign traders in Vietnam have to follow the procedures as guided by the Commercial Law in Vietnam and the related decrees providing instructions of the law.
Preparation of dossiers for establishment of representative offices includes:


  • Copies of the Certificate of Business Registration or equivalent documents of the foreign trader (shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam under laws of Vietnam);
  • A letter of appointment of the head of the representative office (shall be translated into Vietnamese and certified true in accordance with laws of Vietnam);
  • Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established (shall be translated into Vietnamese and certified true in accordance with laws of Vietnam);
  • Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office (shall be translated into Vietnamese and certified true in accordance with laws of Vietnam.);
  • Documents on the expected location of the representative office including:
Copies of memorandum of understanding or leasing agreements or documents as proof of the right to use a location as the representative office;
Copies of documents on the expected location of the representative office.
Procedures for granting of Licenses for Establishment of representative offices:
  • Foreign traders submit applications directly or via post or online (if applicable) to the Department of Industry and Trade of the locality where the representative office is to be located.
  • Within 03 working days from the date of receipt of the dossier, the Department of Industry and Trade shall examine and request the supplement if the dossier is incomplete and invalid. Requests for additional records are made at most once during the processing of applications.
  • Except for the establishment of a representative office have to submit for directions of the relevant Ministry of Industry, within 07 working days from the date of receipt of a complete and valid application the Department of Industry and Trade shall grant or refuse to grant a license for establish a representative office for foreign trader. In case of refusal, the reasons must be clearly stated in writing.
  • Where the establishment of a Representative Office is subject to the approval of the relevant Minister or the Head of the ministerial level agency and the establishment of a Representative Office not yet stipulated in the normative document. The Department of Industry and Trade shall send a written request for directions to the specialized management ministry within 03 working days from the date of receipt of a complete and valid dossier. Within 05 working days from the date of receipt of the written request for the directions of the Department of Industry and Trade, the specialized management ministry shall issue a written statement stating its consent or refusal to grant a license for the establishment of the representative office. Within 5 working days after receiving the opinions of the specialized managing ministries, the provincial / municipal Industry and Trade Services shall grant or refuse to grant permits for the establishment of representative offices to foreign traders. In case of non-licensing, the reasons therefor must be clearly stated in writing.
In addition, for certain special cases managed by the specialized management ministry, the licensing of representative offices is carried out in accordance with the specific regulations.
Representative office in Vietnam could be set up if meeting conditions as stated in the law.
The foreign trader should understand the rights and obligations of the representative office in Vietnam.
The representative office have to follow the labour regulations in Vietnam in regard to employment termination for managers, employee and their personal income taxobligations.
Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.

Thứ Năm, 20 tháng 4, 2017

Vietnam Encourages Investment in Solar Power

What Investment Incentives for Solar Energy Project?
The Vietnam government has stepped up to encourage investment in solar power plant and project, which is part of the effort to close the gap of energy growth demand versus supply, and support the sustainable energy development in Vietnam.
According to Decision No. 11/2017/QD-TTg issued on Apr 11th, 2017 to be effective from Jun 1st, 2017, organizations and individuals involved in the development of solar power projects are entitled to investment, tax and land incentives.

Specifically, organizations and individuals involved in the development of solar power projects can legally mobilize capital from domestic and foreign organizations and individuals to invest in the implementation of solar power projects in accordance with the provisions of current law.
Solar power projects are exempted from import duties on imported goods to create fixed assets for the project; complying with the current law on import tax and export tax on goods imported for production of projects which are raw materials, supplies and semi-finished products which cannot be produced at home.
The exemption and reduction of corporate income tax for solar power projects shall be implemented the same as for projects in the field of investment incentives in accordance with current tax law.
On land preference, the Decision stipulates that solar power projects, transmission lines and transformer stations for connecting to electricity grids shall be exempted from or reduce land use fees, land rents and water surface rents in accordance with current law applies to projects in the field of investment incentives.
Based on the planning approved by competent authorities, the provincial people’s committees create conditions for arranging land funds for investors to carry out solar power projects. The compensation and support for ground clearance shall be implemented in accordance with the current land legislation.
The decision also specifies that organizations and individuals investing in the construction of solar power projects have the responsibility to install solar power equipment must ensure the safety of structures and work safety in accordance with the current regulations.
The investment in the construction of solar power projects shall comply with the current law provisions on investment, construction, fire prevention and fighting, environmental protection and other relevant regulations.
The  Vietnam laws on  electricity will be changed to attract investment of the private sector, boosting the industrial development of the country, which is always hunger for power to develop.
In early 2017, Vietnam government has re-structured electricity sector with vision up to 2020.  Accordingly, sustainable energy has been targeted to one of the growing sources in the coming future despite higher cost of development.
Vietnam has updated national power development plan up to 2020.  Building more thermal power plant will still be the main driver for sources of energy in the future development although concerns have arisen for environmental control.
Due to short of capital, Vietnam has encouraged investment in the form of Public Private Partnership in Vietnam, especially in infrastructure, energy project.

Thứ Tư, 19 tháng 4, 2017

Which Authority Approves Business Setting up in Vietnam?

Investment projects in Vietnam could be evaluated and approved for business setting-up at top level of the government, at ministerial levels or at the provincial levels.
The licensing authorities for business setting up in Vietnam has been divided to distribute workloads at different state agencies with aim to speed up the process and attract more quality investment projects in Vietnam.

In practice, the process for establishing companies or executing investment projects in Vietnam would take from one month for simple project, three to six month for areas categorized under conditional investment areas, requiring sub-licenses, or additional time for more complicated projects.  At the provincial levels, there might be inconsistency between cities and provinces due to different interpretation of laws.  For investment project with difficulty to manage, the provincial levels would need to consult with technical department of central government agencies, as such the time taken to process the investment certificate would be lengthen.
Understanding the mechanism and the work division of Vietnam authorities that evaluate and approve business licensing at different government agencies would help foreign investors to smoothen the process and improve their experience in Vietnam.
It is notable that, the government level will be focusing on significant projects, in special area at large investment capital with impact on social economic situations.  Most of the investment licensing procedures will be carried out at the provincial levels where the investment projects exist.
The following will point out directions for foreigners to approach respective agencies based on the particular area of interests, scale, and nature of the investment.  However, to avoid delay and increase effectiveness, it is advisable that the foreign clients would consult with Vietnam law firms to help advise and represent them in preparing and executing the investment in Vietnam.
I. Projects evaluated and granted investment licensing at government level
Depending on the business nature, industry sector, investment scale, and investment policy, the Vietnam Prime Minister, on behalf of the government will evaluate and approve investment licensing for setting up business.
1. The investment project in Vietnam the government will evaluate and approve regardless of funding, the scale of investment are in the following areas:
a) Development and commercialization of airports and air transport;
b) Development and commercialization of national port;
c) Exploration, mining and processing of oil and gas; exploration and exploitation of minerals;
d) Radio, television;
e) Casino;
f) Production of cigarettes;
g) Establishment of university level educational institute;
h) Establishment of industrial zones, export processing zones, high-tech zones and economic zones.
2. Although investment projects which do not fall under the cases listed above, but the government of Vietnam also evaluates and approves investment project with investment capital of VND 1,500 billion (around USD 75 mil) upwards regardless of funding and in the following areas:
a) Sales of electricity, mineral processing, metallurgical;
b) Construction of railway infrastructure, roads, inland waterways;
c) Production, sales of wine and beer.
3. Further, the government of Vietnam also evaluates and approve investment projects with foreign investment in the following areas:
a) Maritime transport;
b) Establishment of networks and provision of postal services, courier, telecommunication and internet; network setup and signal transmission;
c) Printing and distribution of newspapers; publication;
d) Establishment of independent scientific research.
4. Where the investment projects specified in the above cases are in the plan which the Prime Minister has approved or authorized other agencies to approve, and that the investment projects meet the conditions prescribed by law and treaties to which Vietnam Nam is a member, the agency granted investment certificates perform the procedure for issuance of investment certificates is not required to submit to the Prime Minister to decide on the investment policy.
5. Where the investment projects specified in the above case is not in the plan which has been approved by the Vietnam Prime Minister or authorized other agency to approve, and that the projects do not meet the conditions for market access provisions in international treaties which Vietnam is a member, the agency granted investment certificates shall consult with other of relevant industries and submit to the Prime Minister for investment policy decision.
II. Projects evaluated and granted investment licensing at ministerial level
1. The Vietnam Ministry of Planning and Investment shall evaluate and approve licensing for investment projects in the form of BOT, BTO, BT.
2. Other ministries will be evaluating and granting license for investment in some sectors.
a.Vietnam Ministry of Commerce and Industry shall evaluate and approve licensing for investment project in oil and gas sector;
b. Vietnam State Bank shall grant licensing for financial institutions;
c. Vietnam Ministry of Finance shall be responsible for issuing license for investment project of insurance business.
III. Projects evaluated and granted investment licensing at provincial levels
1. Department of Planning and Investment shall be the single point of contact that receive the application and evaluate the investment plan of the foreign investors wishing to establish business in Vietnam for projects
a. Outside of Industrial Zone, Industrial Processing Zone;
b. Infrastructure development project for Industrial Zone, Industrial Processing Zone which management board of industrial zone and industrial processing zone are not yet established.
2. The management board of Industrial Zone, and Industrial Processing Zone:
a. For investment projects within the Industrial Zone, and Industrial Processing Zone which are not under the authority of the Prime Minister;



b. Infrastructure development project to for industrial zone and industrial processing zone.

Thứ Hai, 17 tháng 4, 2017

Where Foreign Investors Obtain Investment License in Vietnam?

To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).
Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved.  MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam.

Foreign investors apply for investment license at MPI which is acting as the contact point.  People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.
In case the foreign investor setting-up  a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval.  Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for settting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.
At ANT Lawyers, a law firm in Vietnam with law offices in Hanoi and Ho Chi Minh City, we are able to assist clients in licensing and post-licensing matters to help clients with all questions and services in setting up and maintaining the company in Vietnam. We could be reached at email: ant@antlawyers.vn or office tel: +848 35202779.