How to set up a Joint-Stock Company in Vietnam in 2023

Joint-stock company is a type of enterprise recognized by Vietnam law, besides other types being limited liability company, partnership and private enterprise. A joint-stock company has legal status from the date of issuance of the Certificate of Business Registration by Vietnam authority. It is important to consult with corporate lawyers in Vietnam to learn the advantage of different forms of companies to be set up in Vietnam for the efficient management and purpose of the owner.

According to the definition of the Law on Enterprises, a joint-stock company is an enterprise whose charter capital is divided into equal parts called shares. Shareholders of a joint-stock company can be organizations or individuals, and the minimum number of shareholders of the company is 03 people. There is no limit on the maximum number of shareholders, so it will be convenient for the company when it wishes to expand its business on a larger scale. In addition, shareholders will only be liable for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise. This is an advantage of this type of business because the level of risk that shareholders have to bear. In particular, joint-stock companies have the right to issue shares, bonds and other securities to raise capital, which is a feature that other types of businesses do not have.

To set up a joint-stock company in Vietnam, the business owner can submit by himself or authorize another individual/organization or a law firm in Vietnam to submit a set of documents to the Business Registration Office where the head office is intended, including:

1.An application for enterprise registration;

2.The company’s charter;

3.List of founding shareholders and list of shareholders being foreign investors;

4.Copies of the following papers:

a) Legal papers of the individual for the legal representative of the enterprise;

b) Personal legal papers for company members, founding shareholders, shareholders being foreign investors who are individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents on appointment of authorized representatives.

For members and shareholders being foreign organizations, copies of legal papers of the organization must be notarized and consularly legalized in Vietnam;

c) Investment registration certificate, in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other legal documents; implementation manual.

The processing time will be 03 working days from the date the Business Registration Office receives the valid application.

With highly professional staff and great experience in foreign investment, ANT Lawyers could help to support you to set up a joint-stock company in Vietnam.

Source ANT Lawyers: https://antlawyers.vn/library/set-up-a-joint-stock-company-in-vietnam.html 

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What Are the Advantage of Foreign Investors in Setting up Business in Vietnam in 2023?

What Are the Advantage of Foreign Investors in Setting up Business in Vietnam in 2023?

Located in an important position of Southeast Asia, Vietnam has a long coastline of more than 3,000 km. With a diverse geographical structure interspersed with mountainous, highland and coastal areas suitable for general economic zones, Vietnam has ideal conditions to develop the trade and tourism industries. When setting up business in Vietnam, investors can enjoy financial advantage such as corporate income tax, import and export tax and land finance incentives.

Incentives on corporate income tax: In recent years, Vietnam has gradually reduced the corporate tax rate (CIT). In the 2004-2008 period, CIT was 28%, in the 2009-2013 period it was 25%, from 2014 to 2015, 22% and from January 1, 2016 until now, 20%. In addition, the provision of high corporate income tax incentives for a number of key fields that need to be encouraged for investment has contributed to attracting investment, encouraging business, creating favorable conditions for enterprises to increase accumulation, increase investment in the economy, and promote growth, hence promoting investors in setting up company in Vietnam.

Import and export tax incentives: The 2016 Import and Export Tax Law has added regulations that high-tech enterprises, science-technology enterprises, science-technology organizations are exempted from import tax on raw materials, materials and components that cannot be produced domestically within 5 years from the date of commencement of production. There are also import and export tax incentives being applied such as:

(i) Exemption from import tax for goods imported for processing for foreign countries and when exporting and returning products to foreign parties, they are exempt from export tax;

(ii) Goods imported for processing that are exempted from tax, goods temporarily imported for re-export and goods being raw materials and supplies in service of the production of exported goods can be extended the tax payment time to 275 days from the date of filing the customs declaration; goods temporarily imported for re-export may be extended the tax payment time to 15 days from the expiration date;

(iii) Exemption from import tax on goods to create fixed assets for investment projects in areas of special investment encouragement, investment promotion fields and investment projects in the locality have difficult socio-economic conditions.

Incentives on land finance: Foreign enterprises investing in Vietnam can be applied adjusted reduce rate (%) calculating the general land rent from 1.5% to 1%. In addition, the State also stipulates the application of the land price adjustment coefficient in determining the land price to calculate the land rent, therefore, making Vietnam increasingly becoming a favourable destination to attract foreign investment and company establishment in Southeast Asia.

In addition, the development of a transparent and consistent investment legal system is increasingly becoming a good tool to promote foreign direct investment inflows into Vietnam in the spirit of the state ensuring the rights of the investors’ ownership, investment capital and other interests of foreign organizations and individuals, creating favorable conditions and simplifying procedures for such organizations and individuals to invest in Vietnam. Compared with the foreign investment laws of some countries in the region, the law on foreign investment in Vietnam is considered by the international public to be more open and attractive, for example applying the form of 100% foreign capital ownership, administrative procedures are simplified, non-discriminatory between Vietnamese enterprises and foreign-invested enterprises. The law has been transforming in the direction of considering investment and business as the matters of enterprises and investors, which the investors have full authority to make decisions from investment projects to the formation and business of the enterprise and that the government only guides, creates an open legal environment, has favorable mechanisms and procedures, supervises and enforce the law.

ANT Lawyers – a law firm in Vietnam will always follow up with authorities for legal update on matters relevant to investment registration or business setting-up in Vietnam.

Source ANT Lawyers: https://antlawyers.vn/library/what-are-the-advantage-of-foreign-investors-in-setting-up-business-in-vietnam.html  

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How to protect your trademark in Vietnam?

How to protect your trademark in Vietnam?

In Vietnam, trademark registration is the first step in obtaining trademark protection. A trademark opposition may be filed to prevent a mark application that is pending from being granted. Litigation is the last option for resolving disputes involving trademark protection in Vietnam.

A trademark is a sign that helps separate one company's goods or services from those of others. Products and services trademarks play a crucial role in the expansion of the business, alongside patents and industrial designs. A trademark connects a business and its clientele. Customers will be more likely to use goods or services if the trademark is strong. The infringement of a trademark is inevitable when the trademark is well-known and has significant economic benefits from the sale of goods or services.

The owner of a trademark has two options for registration: either directly register a trademark in Vietnam by filling out a registration application with the Vietnam NOIP, or use Madrid's system to seek protection in Vietnam. In accordance with Vietnam's intellectual property law, the trademark owner must prepare, apply for registration, and pay a fee for the first option. If a trademark needs to be protected in multiple countries, such as Vietnam, the owner can register it using Madrid's system.

The trademark owner must assess the degree of infringement and damage in each location where a trademark violation occurs in order to select appropriate solutions. In the beginning, the owner of a trademark may protect themselves by requiring the trademark violator to stop their violations, apologise, and make amends. Owners of trademarks have the right to seek compensation in the event of damage. If negotiations or mediation fail, the trademark owner can use a settlement mechanism or submit a denunciation application to the Vietnam NOIP and ask the appropriate state agencies to handle acts of infringement. Acts of infringement may necessitate litigation. In general, civil litigation proceedings are more complex than arbitration proceedings. Civil litigation takes precedence when the trademark owner requires a court decision to end trademark infringement. In the remaining cases, arbitration is the better option because it is less expensive, takes less time to settle, and is more adaptable.

The client company's competitive advantage is heavily reliant on trademarks. Through trademark registration, oppositions, and other trademark protection resolutions in Vietnam, ANT Lawyers' IP service in Vietnam assists you in securing protection for these priceless intellectual assets.  

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How do labour disputes in Vietnam get resolved?

How do labour disputes in Vietnam get resolved?

A labour dispute is a disagreement between parties in an employment relationship regarding their rights, responsibilities, and interests. Individual labour disputes between employees and employers and collective labour disputes between employers and labour collectives are examples of labour disputes. The measures and principles of labour dispute resolution outlined in Chapter XIV of the Labour Code 2012 will be used by the competent agency, organization, or individual to settle any labour dispute.

Labour Dispute Law Firm in Vietnam

The following are methods for settling labour disputes: negotiation, grassroots conciliation, settlement of individuals and organizations competent to settle labour disputes.

People's Court's labour conciliator is a person or organization with the authority to settle individual labour disputes. conciliator of labour; Chairman of the People's Committee in the district; Concerning labour rights and conciliators, collective labour disputes can be settled by the People's Court; Collective labour benefit disputes can be settled by the Labour Arbitration Council.

Negotiation is a method of resolving a dispute in which the parties to a dispute deal directly with each other in order to reach an agreement on the settlement of the dispute. In fact, this is the most widely used solution. During the negotiation process, the parties will discuss issues related to the dispute, and propose solutions to resolve that dispute. The decision is made on the basis of agreement between the parties themselves and is not the result of any external pressure.

Conciliation is a strategy for resolving disputes involving third parties; however, conciliators do not make decisions; rather, they only support and direct the parties as they negotiate. Except for disputes regarding disciplinary measures in the form of dismissal or disputes regarding the unilateral termination of the labour contract, individual labour disputes must go through the conciliation procedure of a labour conciliator before requesting a court to settle them, as stated in Clause 1, Article 201 of the Labour Code of 2012. benefits, damages, and compensation when a labour contract is terminated; between employers and domestic helpers; on health insurance in accordance with the law; on social insurance in accordance with the law; on health insurance in accordance with the law on the payment of damages incurred by labourers and businesses and other entities that contract labour abroad. The labour conciliator is required to keep a record of the successful conciliation if the two parties reach an agreement. On the other hand, if the parties are unable to come to an agreement, the labour conciliator will propose a conciliation plan for them to consider. If the parties accept the conciliation plan, the labour conciliator will record that the conciliation was successful. The labour conciliator is required to keep a record of the unsuccessful conciliation if either of the parties rejects the plan for conciliation or if a disputing party has been properly summoned twice but is still absent without a reasonable explanation.

When a request for resolving a collective labour dispute regarding rights is made, the dispute resolution procedure that should be followed is that of the Chairman of the district People's Committee. To consider and resolve labour disputes dynamically, district-level People's Committee chairpersons must base themselves on labour laws, collective labour agreements, registered labour rules, and legal regulations and agreements.

For collective labour benefit disputes, the competent authority is the Labour Arbitration Council. There must be representatives from both sides of the dispute at the Labour Arbitration Council meeting. It is the duty of the Labour Arbitration Council to assist the parties in self-negotiation. The Labour Arbitration Council must document the successful mediation and issue a decision acknowledging the parties' agreement if the parties reach an agreement or accept the mediation plan. The Labour Arbitration Council is obligated to record a mediation that was unsuccessful and give the labour union the right to initiate procedures for a strike within three days if the two parties are unable to come to an agreement or if one of the disputing parties has been summoned for a second time but has not shown up for any reason that could be considered plausible.

Individual labour disputes and collective labour disputes over rights are resolved through trial, in which the Court issues a judgment or decision to settle the case. After the dispute has been settled in other stages without success, the most common method of resolving it is through litigation. In accordance with the stringent guidelines laid out in the Civil Procedure Code of 2015, a judicial body with special state power resolves labour disputes at the Court. The fact that the court's decisions regarding labour disputes are guaranteed to be enforced by state coercive measures is this method of dispute resolution's greatest advantage.

When labour disputes arise, everyone involved emmployers, the labour union, and employees should pay close attention to selecting the best means of resolving them. For efficiency, it is also recommended to consult with lawyers from a labour dispute law firm in Vietnam that specializes in employment law.  

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Enforcement of Foreign Arbitral Awards in Vietnam

Procedures for Recognition and Enforcement of Foreign Arbitral Awards in Vietnam

In the era of globalization, cooperation between countries have been established in many aspects and fields. Especially in the judicial field, the recognition and enforcement of foreign arbitral awards are important procedure in order to facilitate law enforcement between countries and protect the legitimate interests of the litigants.

Arbitral Award Enforcement Law Firm in Vietnam

The recognition and enforcement of foreign arbitral awards in Vietnam is a specific procedure. Accordingly, the court will be the authority to conduct the review to recognize the validity of foreign arbitral awards to be enforced within the territory of Vietnam. When receiving a request for recognition of a foreign arbitral award, the court will consider and accept the settlement according to the prescribed principles. Specifically, Vietnamese courts only recognize and enforce foreign judgments in the following cases: (i) on the basis of international treaties; (ii) on the principle of reciprocity. Therefore, it can be seen that not all requirements are recognized in Vietnam.

To process the request for recognition and enforcement, depending on the case, the requesting individual or organization must file a request at the Ministry of Justice or directly at the court. Furthermore, in order to ensure that the petition is valid, the petition must satisfy the conditions of form, extent and status of the subject entitled to file according to the regulations that the applicant must pay attention to. In addition, the time limit for filing a request for recognition and enforcement of a foreign arbitral award is 03 years from the date on which the foreign arbitral award takes legal effect. However, this time limit can also be extended if it can be proved that the cause of the delay in filing the application is under force majeure circumstances.

After receiving the application and considering accepting the settlement, in case the dossier is sent to the Ministry of Justice, the Ministry of Justice shall consider the application and enclosed documents and request the applicant to pay the fee as prescribed at the Office of the Ministry of Justice, then transfer the file to the authoritative court. Within 05 working days from the date of receipt of the dossier, the authoritative court shall consider and accept it as prescribed.

Accordingly, after considering, the court will hold a meeting and issue a decision to recognize or not to recognize the foreign arbitral award and notify relevant parties. Relevant individuals and organizations have the right to appeal or protest against that decision within 07 to 15 days from the date the court issues the decision.

Where a recognized award is to be enforced in Vietnam, the parties concerned are obliged to enforce that award. In case the party does not voluntarily execute the judgment, the judgment enforcement agency will carry out similar enforcement according to the provisions of the law on judgment enforcement in Vietnam.

At present, foreign arbitral awards might encounter challenges in recognition and enforcement in Vietnam due to complexed procedures. Therefore, it is important for individuals and organizations to learn and strictly follow the procedures as prescribed by law so that the process of recognition and enforcement in Vietnam can be carried out smoothly.

You could learn more about enforcement of foreign arbitral awards in Vietnam or contact our Arbitration lawyers in Vietnam for advice via email ant@antlawyers.vn or call our office at (+84) 24 730 86 529.

ANT Lawyers, as a reliable law firm in Vietnam, we focus on providing possible solutions that best meet the needs of legal and business clients. We help customers achieve their goals while protecting their interests, minimizing risks, and complying with the law.

Source ANTLawyers:  https://antlawyers.vn/library/procedures-for-recognition-and-enforcement-of-foreign-arbitral-awards-in-vietnam.html

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Professional law firm in Vietnam

ANT Lawyers is a law firm in Vietnam with offices in Hanoi and Ho Chi Minh City. We are a Vietnam-based law firm that is a part of Prae Legal, a global network of 150 countries and five continents of law firms. We have developed relationships with lawyers from all over the world as a result of this network. ANT Lawyers are able to handle international cases involving foreigners because of this collaboration.

We focus on providing potential solutions that best meet the requirements of business and legal clients as a reputable law firm in Vietnam. We help customers achieve their goals while protecting their interests, minimizing risks, and following the law.

We offer corporate and individual clients from all industries a comprehensive array of contentious and non-contentious legal services. We are able to offer guidance on a wide range of topics, from setting precedent to strictly procedural matters, thanks to our knowledgeable and highly skilled staff.

As a consequence of this, our clients can rest assured that, regardless of the case or transaction, our lawyers at the law firm in Vietnam possess the expertise necessary to provide legal guidance and service that is relevant to the business world.  

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Reliable Vietnam Law Firm

Vietnam's ANT Lawyers is a law firm with locations in Ho Chi Minh City and Hanoi. We are a law firm in Vietnam that is a member of Prae Legal, a global network of law firms that spans 150 countries and five continents. Through this network, we have established relationships with lawyers from all over the world. Because of this collaboration, ANT Lawyers are able to handle international cases involving foreigners.

As a reputable English-speaking law firm in Vietnam, ANT Lawyers focuses on offering potential solutions that best satisfy the requirements of business and legal clients. We assist customers in achieving their objectives while safeguarding their interests, reducing risks, and adhering to the law.

The law firm provides a comprehensive range of contentious and non-contentious legal expertise to corporate and individual clients from all sectors. We are able to provide advice on a wide range of topics, from precedent-setting to strictly procedural, thanks to our experienced staff and highly professional personnel.

Our ability to combine commercial and legal perspectives is a recurring theme throughout everything we do as a law firm. As a result, our clients can rest assured that, regardless of the case or transaction, our lawyers at the law firm in Vietnam have the expertise to provide commercially relevant legal advice and service.

Tell us how we can be of service and one of our team members will contact you.

Email: ant@antlawyers.vn  - Tel: +84 28 730 86 529  

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