vietnam

Submission of year-end customs finalization reports

Thời hạn nộp báo cáo quyết toán hải quan

Companies which engage in export production, toll manufacturing activities, and Export Processing Enterprises are required to submit annual customs finalization reports on their usage status of import duty exempt materials, exported products and actual consumption norms during the year.

Personal Income Tax (“PIT”) changes in 2020

The National Assembly has approved the new PIT changes in their recent meeting to increase personal and dependant relief in 2020.

EVFTA officially ratified by Vietnam’s National Assembly

Vietnam's National Assembly has officially ratified the EVFTA. After this ratification, the EVFTA will be effective soon and it is expected to boost the trade volume between Vietnam and the EU.

Resolution 84 – further Government support to businesses during the COVID-19 pandemic

Further to the support to businesses stated in Directive 11/CT-TTg, the Government issued on 29 May Resolution 84/NQ-CP aimed at further reduction of the pandemic’s impact on businesses.

Submission of Certificate of Origin during the COVID-19 pandemic

Thời điểm nộp Giấy Chứng nhận Xuất xứ ưu đãi (C/O) trong giai đoạn đại dịch COVID-19

Due to the current COVID-19 outbreak, many customs declarants are unable to submit preferential Certificates of Origin (“CoO”) at time of importation or within 30 days of the registered date of the customs declarations. Recognising this difficulty, the Ministry of Finance has issued Circular 47/2020/TT-BTC dated 27 May 2020 regulating the deadlines for submitting CoO to enjoy special preferential import duty rates.

Internal restructuring and merger filing in Vietnam

Tái cấu trúc nội bộ và thông báo tập trung kinh tế tại Việt Nam

The Competition Law 2018 does not exempt internal restructuring within the same group of companies from merger filing requirements. That said, arguably, internal restructuring between companies which are under the control of the same ultimate parent company is not subject to merger filing in Vietnam.

Rules of Interpretations of Vietnamese Law Contracts

Các nguyên tắc giải thích hợp đồng theo luật Việt Nam

Under Vietnamese law, the rules of interpretation of contract are mostly provided under Article 404 of the Civil Code 2015. According to this provision, the order of priority in interpreting a contract seems to be (1) “mutual intention” (ý chí chung) of the parties; (2) contract wording; and (3) each party’s intention and customary practice. This update examines the rules of interpretation.

Potential structures for overcoming a merger filing threshold in Vietnam

Các cấu trúc tiềm năng để vượt qua ngưỡng thông báo tập trung kinh tế tại Việt Nam

The merger filing thresholds under the new Decree 35/2020 are drafted broadly and have no exception. Accordingly, many M&A transactions, which have no anti-competitive impact in Vietnam are still subject to filing requirements. A filing process could take substantial time and effort since at law and in practice, the competition authority (NCC) has very broad discretion in demanding additional information or documents about the parties. This update reviews some potential structures for overcoming the merger filing threshold in Vietnam.

New Regulation on Solar Power

The long awaited new fit-in tariffs (FiT) for solar power projects were finally introduced by the Prime Minister’s Decision 13/2020/QD-TTg. However, some aspects of these new rules will cause concern to investors.

Draft Circular on Tax Registration

The Ministry of Finance has now released a draft circular to provide some guidance on its implementation. When it comes into effect, this would replace the current Circular on tax registration, i.e. Circular 95/2016.

New Decree Guiding Competition Law

The Competition Law 2018 (“CL”) came into effect on 1 July 2019 and prohibits (i) competition-restraining agreements, (ii) abuse of dominant market position/monopoly position, (iii) economic concentration, and (iv) unfair competitive practices. The government issued Decree 35/2020/ND-CP dated 24 March guiding the Competition Law 2018. Decree 35 will come into effect on 15 May.

Guidance on the Combined Declaration of Multiple Products in Box 7 of the Certificate of Origin

During recent inspections of the application of Certificate of Origin Form E, Customs have questioned C/O's validity in case multiple product items are combined and declared in C/O box 7. Accordingly, the General Department of Customs has recently issued an instruction on the required content in Box 7 in cases of combined declarations for multiple products in Official Letter No. 575/TCHQ-GSQL dated 31 January 2020.

The Vietnam Supreme Court’s opinion on unauthorised corporate loans

Quan điểm của Tòa Án Nhân Dân Tối Cao Việt Nam về các khoản vay vượt quá phạm vi đại diện của doanh nghiệp

In September 2019, the Supreme Court gave an important Opinion to lower courts about how to deal with a loan agreement by a borrower who has failed to obtain appropriate corporate approval. This update discusses the Opinion and its potential impact.

New merger filing thresholds in Vietnam - Decree 35/2020

Nghị Định 35/2020 - Ngưỡng thông báo tập trung kinh tế tại Việt Nam

The Vietnamese Government has issued an important decree implementing the Competition Law 2018. Among other things, the Government has introduced a (mostly) complete new set of merger filing thresholds. This update discusses the new thresholds and their potential impact on mergers and acquisitions and thus investment in Vietnam.

Decree 35/2020 – The concept of “control” in merger control rules in Vietnam

Nghị Định 35/2020 - Khái niệm kiểm soát trong các quy định về kiểm soát tập trung kinh tế tại Việt Nam

This update discusses Vietnam's merger control rules under the Competition Law 2018 and Decree 35/2020 and the concept and application of the rules for mergers and acquisitions. Mergers and acquisitions account for a growing proportion of FDI in Vietnam (Foreign Direct Investment).

Draft Decrees: increase the cap of deductible interest expenses and extend the deadline for implementation of compulsory e-invoicing

Cập nhật Dự thảo Nghị định: nâng mức khống chế chi phí lãi vay và lùi thời điểm bắt buộc sử dụng hóa đơn điện tử

The Ministry of Finance (“MoF”) recently composed two key draft Decrees to be tabled to the Prime Minister for consideration, including a draft decree to increase the cap of deductible interest expenses under Clause 3 Article 8 of Decree 20/2017/ND-CP and a draft decree on invoicing.

Mortgage registration of public securities at Vietnam Securities Depository and Clearing Corporation

Đăng ký thế chấp chứng khoán đại chúng tại Tổng Công Ty Lưu Ký và Bù Trừ Chứng Khoán Việt Nam

Under the new Securities Law 2019, the Vietnam Securities Depository and Clearing Corporation (VSDCC) will replace the current Vietnam Securities Depository and will have the authority to register the security interest (such as mortgage or pledge) over securities centrally registered at VSDCC (public securities).  This update discusses changes resulting from the authority of the VSDCC.

Vietnam Tax Update: COVID-19 – Deferral of Taxes and Land Rental Fee Payments

The Vietnamese Prime Minister approved Decree 41 allowing the deferral of VAT, corporate income tax, personal income tax and land rental fee payments to support enterprises, individuals and household businesses affected by the COVID-19 global pandemic. The primary features of Decree 41 are outlined in this update.

New guidance on rules of origin under CPTPP

Hướng dẫn mới về quy tắc xuất xứ hàng hóa trong Hiệp định CPTPP

To facilitate exporters to take advantage of the CPTPP (Trans-Pacific Partnership) preferential tariffs, on 24 March 2020, the Ministry of Industry and Trade issued Circular 06/2020/TT-BCT regarding the rules of origin in CPTPP.

Social Insurance Contribution Suspension during COVID-19 outbreak

In Directive 11/CT-TTg dated 4 March, the Prime Minister called on ministries and state agencies to urgently implement measures to address difficulties faced by businesses during the Covid-19 outbreak. In response to Directive 11, the Ministry of Labour, War Invalids and Social Affairs, Vietnam Social Security, Vietnam General Confederation of Labour and some local authorities have issued various official letters to guide suspension/ postponement of social insurance and trade union finance contributions.