AMENDMENTS TO SOME ARTICLES OF LAW ON INSURANCE BUSINESS AND LAW ON INTELLECTUAL PROPERTY

NATIONAL ASSEMBLY --------	SOCIAL REPUBLIC OF VIETNAM Independence - Freedom - Happiness ---------------
No. 42/2019/QH14	Hanoi, June 14, 2019

LAW

AMENDMENTS TO SOME ARTICLES OF LAW ON INSURANCE BUSINESS AND LAW ON INTELLECTUAL PROPERTY

Pursuant to Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgated Law on amendments to some articles of Law on Insurance Business No. 24/2000 / QH10 amended to some articles in accordance with Law No. 61/2010 / QH12 and Law on Intellectual Property No. 50/2005 / QH11 amended to some articles in accordance with Law No. 36/2009 / QH12.

Article 1. Amendments to Law on Insurance Business

1. Addition of Clauses 21, 22, 23, 24, 25 and 26 after Clause 20 of Article 3:

"21. Insurance auxiliary service is an integral part of insurance business activities, implemented by insurers, insurance brokers, other organizations and individuals for profit purpose, including insurance consulting, insurance risk assessment, actuarial analysis, insurance loss assessment, insurance claim assistance.

22. Insurance consulting is an activity that provides consulting services on insurance programs, insurance products, insurance risk management, prevention and reduction of losses.

23. Insurance risk assessment is an activity that identifies, classifies and assesses the nature and extent of risks, assesses the risk management on people and property and civil liability as a basis for insurance participation.

24. Actuarial analysis includes collection and analysis of statistical data; calculation of insurance premiums, professional reserves, capital, solvency margin; evaluation of business performance results and determination enterprise value in order to ensure financial safety of insurers.

25. Insurance loss assessment is an activity that determines actual state, cause, loss level; calculates and allocates liability for compensation as a basis for insurance claim assistance.

26. Insurance claim assistance is an activity that assists policyholders, the insured, beneficiaries or insurers in carrying out procedures on insurance claim assistance.

2. Amendments to Article 11:

Article 11. Right to participate in professional - social organizations on insurance business

Insurers, insurance agents, insurance brokers, individuals and organizations providing insurance auxiliary services are able to participate in professional - social organizations on insurance business for the purpose of developing insurance market, protecting legitimate rights and interests of members in accordance with laws.

3. The title of Chapter IV is changed as follows:

Chapter IV

INSURANCE AGENCIES, INSURANCE BROKERS, INSURANCE AUXILIARY SERVICES

4. Addition of Section 3 after Section 2 of Chapter IV:

Section 3

INSURANCE AUXILIARY SERVICES

Article 93a. Provision of insurance auxiliary services

1. Principles of providing insurance auxiliary services:

a) Honesty, objectiveness, transparency; guarantee of legitimate rights and interests of related parties;

b) Compliance with standards and technical regulations in insurance auxiliary services;

c) Compliance with ethical rules, professional conduct issued by social – professional organizations.

2. Individuals and organizations that meet the conditions specified in Article 93b of this Law shall be entitled to provide insurance auxiliary services in according with the following provisions:

a) Individuals are entitled to provide insurance consulting services;

b) Insurers, insurance brokers and other juridical persons shall be entitled to provide insurance auxiliary services (collectively referred to as “insurance auxiliary service providers”).

3. Responsibilities of individuals and organizations providing insurance auxiliary services:

a) Customers’ information shall be kept secret and used for right purpose, not be revealed to a third party without consent of customers, unless it is provided in accordance with laws;

b) Individuals providing insurance consulting services shall purchase professional liability insurance that covers insurance consulting services; insurance auxiliary service providers shall purchase professional liability insurance in accordance with each type of insurance auxiliary service;

c) Insurance auxiliary service providers shall not provide insurance loss assessment services and insurance claim assistance for insurance contract that the providers are both the insurance buyer and the insured or beneficiary;

d) Insurance brokers shall not provide insurance loss assessment services for the insurance agreements they brokered.

4. Contracts providing insurance auxiliary services shall be made in writing.

Article 93b. Conditions on providing insurance auxiliary services

1. Every individual providing insurance consulting services shall:

a) Be at least 18 years of age and have full legal capacity; and;

b) Have a bachelor’s degree or higher majoring in insurance. In case of no bachelor’s degree or higher majoring in insurance, there must be a bachelor’s degree or higher in another major and a certificate of training in insurance consulting granted by a training institution legally operating in Vietnam or overseas.

2. Every organization providing insurance auxiliary services shall:

a) Be a juridical person, legally established and operated;

b) Ensure that individuals directly performing insurance auxiliary activities in the organization meet the conditions specified in point a, clause 1 of this Article; have qualifications that are appropriate for the insurance auxiliary services they provide and granted by a training institution legally operating in Vietnam or overseas.

Individuals directly performing insurance loss assessment shall also meet the criteria applied to assessors in accordance with commercial law.

The actuaries shall also meet the criteria on law compliance, morality, qualification and experience in actuarial analysis, and are members of International Actuarial Association.

Government shall provide detailed guidance on this point.

3. The Minister of Finance shall provide guidance on the content of training program, examination and certificate granting on insurance auxiliary services of domestic training institutions and the recognition of certificates of insurance auxiliary services granted by overseas training institutions.

5. The title of Chapter VI is changed as follows:

Chapter VI

INSURERS AND FOREIGN-INVESTED INSURANCE BROKERS CROSS-BORDER SERVICE PROVISION

6. Amendments to Clause 2 of Article 105:

”2. Insurers, foreign insurance brokers providing insurance services across the border, foreign organizations providing insurance auxiliary services across the border, foreign individuals providing insurance consulting services in accordance with regulations of Government.”

7. Amendments to Article 120:

 Amendments to Clause 1:

"1. Promulgate and provide guidance on implementation of legislative documents on insurance business and insurance auxiliary services; build strategies, plans and policies on development of Vietnamese insurance market;"

b) Amendments to Clause 4:

"4. Supervise insurance business activities through professional operations, financial standing, enterprise administration, risk management and law compliance of insurance enterprises and insurance brokers; take necessary measures to make sure insurance enterprises to fulfill financial requirements and fulfill commitments to insurance buyers.

Supervise insurance auxiliary service activities through compliance with regulations on standards and technical regulations relevant to insurance auxiliary services, liabilities of individuals and organizations providing insurance auxiliary services, conditions for providing insurance auxiliary services and provision of insurance auxiliary services across the border;"

8. Addition of Clause 9a after Clause 9 of Article 124:

“9a. Violations of technical regulations relevant to insurance auxiliary services; liabilities of individuals and organizations providing insurance auxiliary services; conditions for providing insurance auxiliary services; providing types of insurance auxiliary services and provision of insurance auxiliary services across the border;”

Article 2. Amendments to Law on Intellectual Property

1. Amendments to Point a, Clause 3 of Article 6:

a) Industrial property rights to inventions, industrial designs, layout designs and trademarks shall be granted on the basis of decisions on granting protection issued by competent authorities in accordance with registration procedures specified in this Law or on the basis of recognized international registration granted accordance with international agreement to which the Socialist Republic of Vietnam is a signatory.

Industrial property rights to well-known trademarks shall be granted on the basis of their use instead of registration.

Industrial property rights to geographical indications shall be granted on the basis of decisions on granting protection issued by competent authorities in accordance with registration procedures specified in this Law or international agreement to which the Socialist Republic of Vietnam is a signatory.

2. Amendments to Clause 3 and addition of Clause 4 after Clause 3 of Article 60:

"3. It is considered that an invention does not lose its novelty if it is directly or indirectly disclosed by the person entitled to registration specified in Article 86 of this Law or by the person who has information about the invention under the condition that the patent application is submitted in Vietnam within 12 months from the date of disclosure.

4. The provisions of Clause 3 of this Article shall also be applied to any invention disclosed in the industrial property application or industrial property protection announced by industrial property authority in case the announcement is inconsistent with provisions of laws or the application is submitted by a person ineligible for registration.

3. Amendments to Article 61:

"Article 61. Level of invention

1. Inventions are considered to be inventive based on technical solutions that have been publicly disclosed in the form of use or written description or in any other form at home and abroad prior to the submitting date or the privilege date of the patent application if those applications entitled to privileges; or the invention is an innovation and cannot be easily created by a person with average knowledge about the corresponding technical field.

2. Technical solution which is an invention disclosed in accordance with Clause 3 and 4, Article 60 of this Law which must not be used as a basis for evaluation of the level of invention."

4. Amendments to Article 80:

a) Amendments to Clause 1:

"1. Names and indications that have become common name of goods widely accepted by consumers in Vietnam;"

b) Amendments to Clause 3:

"3. Any geographical indication that is identical or similar to a trademark under protection or being submitted under a trademark application with early or privileged submitting date, the use of which may cause confusion over commercial origin of goods;"

5. Addition of Clause 3 after Clause 2 of Article 89:

"3. Applications for granting industrial property rights may be submitted physically or electronically."

6. Amendments to Section 4 of Chapter VIII:

“Section 4

INTERNATIONAL APPLICATIONS, INTERNATIONAL PROPOSALS AND PROCESSING OF INTERNATIONAL APPLICATIONS, INTERNATIONAL PROPOSALS"

7. Addition of Article 120a after Article 120 in Section 4 of Chapter VIII:

“Article 120a. International proposals and processing of international proposals on geographical indications

1. Proposals for recognition and protection of geographical indications in accordance with international agreement to which the Socialist Republic of Vietnam is negotiating, are called international proposals.

2. The announcement of international proposals and handling of third-party opinions, assessment of conditions for protection of geographical indications in international proposals shall comply with the equivalent provisions specified in this Law for geographical indications in geographical indication applications submitted to industrial property rights authority.

8. Amendments to Clause 2 of Article 136:

"2. Trademark holders shall use trademark continuously.

Trademark use under a trademark use agreement by a transferee is also considered an act of using the holder’s trademark.

In case the trademark is not used continuously for five years or more, the Trademark Certificate of Registration shall be invalidated in accordance with Article 95 of this Law."

9. Amendments to Article 148:

"Article 148. Effect of industrial property rights transfer agreement

1. As for industrial property rights granted on the basis of registration specified in Point a, Clause 3, Article 6 of this Law, an industrial property rights transfer agreement shall only come into force when it has been registered with industrial property rights authority.

2. As for industrial property rights granted on the basis of registration specified in Point a, Clause 3, Article 6 of this Law, industrial property rights agreements shall come into force according to the agreement between the parties.

3. Industrial property rights agreements specified in Clause 2 of this Article, except for trademark use agreements, shall be registered with an industrial property rights authority to be valid for third parties.

4. An industrial property rights agreement shall be invalidated if transferor’s industrial property rights are invalidated.

10. Addition of Clauses 4 and 5 after Clause 3 of Article 89:

"4. The defendant in a lawsuit over the infringement of intellectual property rights and receive acquittal from the Court is entitled to request the Court to order the plaintiff to reimburse for their reasonable expenses such as the cost of hiring a lawyer or other expenses in accordance with laws.

5. In case an organization or individual abuses the procedures for intellectual property protection and thus causes damage to another organization or individual, the organization and individual suffering damage is entitled to request the Court to force the abuser to pay damages, including reasonable costs of hiring a lawyer. Acts of abusing intellectual property rights protection procedures include acts of intentionally exceeding the scope or objective of this procedure.”

11. Amendments to Clause 1 of Article 205:

"1. In case the plaintiff can prove that the infringement of intellectual property rights has caused material losses to him/her, he/she is entitled to request the Court to decide the compensation amount according to one of the following grounds:

a) The total financial losses and the profits that the defendant has gained from the infringement of intellectual property rights, if the plaintiff's reduction in profits has not been included in material losses;

b) The transfer price of intellectual property rights if the intellectual property rights were transferred to the defendant by the plaintiff under an intellectual property rights agreement within the scope of the infringement;

c) Other material losses calculated by the intellectual property right holder in accordance with provisions of lawsoft;

d) In case it is impossible to determine the damages for material losses according to the provisions specified in Points a, b and c of this Clause, the damages shall be determined by the Court based on the level of loss, in which case the damages shall not exceed VND5 million.”

12. Amendments to Clause 1 of Article 218:

"1. When the requester for suspension of customs procedures has fulfilled the obligations specified in Article 217 of this Law, the customs authority shall issue the decision of suspension.

 The customs authority shall provide the intellectual property rights holder with information on name and address of shipper; exporter, consignee or importer; description of goods; quantity of goods; origin of goods (as the case may be), within 30 days from the date of issuance of the decision to apply administrative measures to handle trademark counterfeiting and smuggled goods specified in Clause 4, Article 216 of this Law.”

Article 3. Effect

1. This Law will take effect from November 1, 2019, except for the case specified in Clause 4 of this Article.

2. Addition of section 32a after section 32, Appendix 4, List of Sectors and Trades Subject to Conditional Business Investment of the Law on Investment No. 67/2014 / QH13, which was amended in accordance with Law No. 90/2015 / QH13, Law No. 03/2016 / QH14, Law No. 04/2017 / QH14 and Law No. 28/2018 / QH14 as follows:

“32a. Insurance auxiliary services include insurance consulting, insurance risk assessment, actuarial analysis, insurance loss assessment and insurance claim assistance.

3. Insurance auxiliary services arising from insurance business activities shall be regulated by the Government and approved by the Standing Committee of the National Assembly before issuance.

4. Regulations on intellectual property rights in this Law will take effect from January 14, 2019, applying to the following cases:

a) Applications for industrial property rights submitted from January 14, 2019;

b) Requests for invalidation of the Patent for invention, Patent for useful solutions, Certificates of geographical indications registration issued on the basis of applications for industrial property rights submitted from January 14, 2019;

c) Requests for invalidation of trademark registration certificates submitted from January 14, 2019;

d) Lawsuits over infringement of intellectual property rights accepted by competent authorities from January 14, 2019; other requests relevant to intellectual property protection carried out from January 14, 2019.

Article 4. Transitional provisions

1. Within 01 year from the effective date of this Law, individuals and organizations that have been providing insurance auxiliary services before the effective date of this Law shall meet conditions on providing insurance auxiliary services according to regulations of this Law. Otherwise, they shall not continue to provide insurance auxiliary services until the conditions are fully met.

2. Applications for inventions and geographical indications submitted before January 14, 2019 shall be processed in accordance with Law on Intellectual Property No. 50/2005 / QH11 amended in accordance with Law No. 36/2009 / QH12.

3. Trademark use agreements signed between the parties but not registered with industrial property rights authority before January 14, 2019 are only valid for third party from January 14, 2019.

4. Unsolved lawsuits over infringement of intellectual property rights accepted by competent authorities before January 14, 2019 shall be handled in accordance with provisions of Law on Intellectual Property No. 50/2005 / QH11 amended in accordance with Law No. 36/2009 / QH12.

This Law was passed by the 14^th National Assembly of the Socialist Republic of Vietnam at its 7th session on June 14, 2019.

CHAIRMAN OF NATIONAL ASSEMBLY Nguyen Thi Kim Ngan

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Introduction to Setting-up Company in Vietnam

Foreigners are encouraged to make investment in Vietnam through direct investment by Settingup company in Vietnam.

However there are restrictions in some cases in regard to investment capital, investment area, special licenses required. The investor is suggested to consult with a law firm in Vietnam for advice and service offering.

Before setting up business in Vietnam, ask yourself the following questions:

1. Which business should I invest in Vietnam?

There are non-conditional investment areas and conditional investment areas. Establishing company in the non-conditional investment areas are more simple than in conditional investment areas. Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas. Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding… which are more complicated with investment conditions.  Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.

2. What should I name the business in Vietnam?

The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name.  The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses.  For instance, the company could be named Alpha consulting limited liability company.

3. Where should I register the address of the business in Vietnam?

Not every address could be used to register a company.  The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.

4. What is the legal structure of the company?Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.

5. How much capital is required to set-up a company in Vietnam?

The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required. In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.

6. Whom will be legal representative and work permit in Vietnam?

The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam. If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally.  The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.

7. How long does it take to set-up a company in Vietnam?

It depends on what type, scale, and whether or not conditions are required. For a simple minimum capital without conditions to set-up, it would take 30 working days. For setting up company in conditional investment areas i.e.  trading company in Vietnam, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days. For setting up company in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.

8. Whom will be granting the investment license in Vietnam?

For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved. For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.

9. What are the tax liability in Vietnam?

Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam. In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016. Export is mostly encouraged as such the export tax is 0 however there are spec

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TRAV Receiving Review Application of Anti-Dumping Measures for Aluminum Products under AD05

On July 27th, 2020, Trade Remedies Authority of Vietnam (TRAV) – Ministry of Industry and Trade notified on receiving the dossier on the first review of anti–dumping measures to some of the aluminum products originated from People’s Republic of China imported into Vietnam.

Specifically, on September 28th 2019, Minister of Industry and Trade issued the Decision 2942/QD-BCT on imposing the official decision to some of the aluminum product soriginated from People’s Republic of China under case AD05.

According to Article 82.1.a Law on foreign management 2014 and Decree No. 10/2018/ND- CP, the interested parties in accordance with Article 74 have the rights to submit the review dossiers with the scope including but not limited to the following contents:

-The product scope subject to anti-dumping measures;

-The anti-dumping margin imposing to some specific foreign enterprises;

-The damage of local industry.

After finishing the reviewing period, based on the investigating result, TRAV will propose Minister of Industry and Trade one of the following options:

-Continue to impose the anti-dumping measure in accordance with the current law; and/or

-Adjust the anti-dumping measure in accordance with the reviewing result; or

-Bring the anti-dumping measure to an end.

The performing of the procedures related to the reviewing period will not affect to the effective anti-dumping measures imposed currently.

The reviewing dossiers must be filed sufficiently and timely to TRAV before 5 p.m on September 28 2020 (Hanoi time).

Within 30 days after receiving the investigation questionnaires, the interested parties must provide written replies to all questions in the questionnaire. In case of necessity or there are written requests for extension with reasonable reasons from the interested parties, the investigating authority may extend the time limit but not more than 30 days.

Please be informed that the time limit for the anti-dumping measures imposition investigation shall be within 12 months from the day on which the decision on investigation is issued, with a possible extension up to 6 months if necessary. Interested parties could authorise law firm in Vietnam with international trade and anti-dumping specialization to respond to authorities in Vietnam.

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Should I hire a Trademark lawyer to file trademark application?

The answer is (almost always) “yes!”

Of the many reasons to hire a trademark lawyer for a Trademark (TM), here are few...

-The process can be time-consuming - particularly conducting an exhaustive search of existing trademarks and handling any office actions that come back. Experienced trademark and IP lawyers have successfully submitted many trademark applications, so they will be able to efficiently file your application, allowing you to focus your energy on other company matters.

Trademark protection in Vietnam

-A comprehensive search of trademarks often must go beyond the USPTO’s (already difficult/confusing to search) Trademark Electronic Search System. This would be extremely difficult to accomplish without an attorney and/or professional search. It is much more cost-effective to hire a lawyer up front, than to hire one to rectify problems when you either get an office action or realize your protection wasn't as robust or complete as you'd understood.

-A trademark lawyer can help you frame your application in the best possible way (by selecting appropriate categories/drafting how it is being used/deciding whether to apply for plain text or logo protection-among many other considerations), making it more likely that your application will be granted on the first try and obtain the maximum possible protection for your company.

-Finally, a trademark or IP lawyer can help you after the process is over to help you craft a long-term IP strategy.

Source: Quora

If you are looking for a high-quality, experienced lawyer to work on trademark issues for your company, you should check out ANT Lawyers to get in touch with some of the best. ANT Lawyers - IP services in Vietnam is supported by a team of experienced patent, trademark, design attorneys with qualification and skills handling full range of legal services relating to intellectual property in Vietnam.  We have specialized in the preparation and registration of patents, trademarks and designs for our clients.

We assist our clients in all steps of the prosecution phase of IP management.

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Cases Are Rejected When Get Married with Foreign Element in Vietnam

The law of Vietnam prescribed quite detail about the marriage with foreign elements.

The registration of marriage with foreign elements will be rejected in the following cases:

-One or both parties are not old enough to get married under the laws of Vietnam

-The foreign applicant is not old enough to get married under the laws of the country of which he/she is a citizen or permanent resident (for stateless persons)

-The marriage between men and women is not due to a voluntary decision

-There is deception, coercion in the marriage

-One or both parties had husband or wife

-One or both parties had lost their capacity for civil acts

-The parties have the same direct blood line or relative within three generations

-The parties are or have been the adoptive parents and adopted children, father in law and daughter in law, mother in law and son in law, stepfather and his wife’s stepchild, stepmother and her husband’s stepchild

-The parties of the same sex (men marrying men, women marrying women)

-The marriage registration will also be rejected if the results of the interview, and verification showed that the marriage through illegal brokerage; sham marriage that is not intended to build prosperous, equal, progressive, happy and sustainable family; marriage is inconsistent with the fine traditions of the nation; taking advantage of marriage to trafficking of women, sexual abuse against women or for other self-seeking purposes.

ANT Lawyers- Law firm in Vietnam has experience in civil and family matters to advice clients whom are interested for such legal service in Vietnam. We assist our clients in the process of reviewing agreements, procedures and concerned matters in civil and family.

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Marriage Involving Foreign Elements in Vietnam

Marriage Involving Foreign Elements in Vietnam

Cross culture marriage in Vietnam is getting more popular due to the further integration of Vietnam into world’s economy and people relocation for better living.

It is understandable that a foreigner who works and lives in Vietnam wishing to register marriage with a Vietnamese or even another foreigner under Vietnam laws.

However, it is challenging for foreigners to be aware of the legal provisions governing the issue of marriage involving foreign elements in Vietnam. The parties involved in the marriage should to go through not so simple administrative procedures, because of the complexity of managing and protecting the legitimate rights of not only Vietnamese citizens, but also foreigners, to be governed under the Law on Civil Status.  It is not unfamiliar when husband and wife agree to sign prenuptial agreement, agreements on personal assets and properties, and agreements to separate assets and properties during the marriage time.

Procedures for Registration of Marriage in Vietnam

According to the current law provisions, the competence to register marriage between a Vietnamese citizen and a foreigner belong to the District People’s Committee where the Vietnamese citizen is residing. In addition to papers relating to declarations and documents that must be prepared, in order to marry a Vietnamese citizen, a foreigner have to submit papers proving their marital status issued by a competent authority of the country which he/she is a citizen. The certificate issued no more than six months, up to the time of application, confirming the current no spouse. In case, foreign law does not provide for the granting of papers certifying the marital status, the papers shall be replaced by the foreign competent bodies certifying that such persons meet all the marriage conditions under the laws of that country. Documents, papers issued by the competent authority of the foreign country must be notarized, legalized and authenticated.

After submitting complete, and valid dossiers and paying the necessary fees, if the marriage conditions are fully met, the chairperson of the District People’s Committee will approve the application. Upon marriage registration, both husband and wife must be present at the head office of the People’s Committee, and both will sign in the marriage certificate.

Foreigner’s Challenges?

To register marriage involving foreign in Vietnam, foreigners must have a marital status documents issued by a foreign competent authority where he/she is a citizen. Depending on the country, the paper proving citizen’s marital status issued to citizens when they apply for marriage registration is different. Most of the difficulties the foreigners encountered are the application for the issuance of papers abroad and at the same time they must carry out administrative procedures for the legalization of that document at the competent authority in Vietnam. Thus, the time required to prepare necessary documents and documents is generally long with strict administrative procedures.

In fact, marriages involving foreign couples encounter procedural difficulties and take a considerable amount time for preparation.

ANT Lawyers have experience in civil and family matters to advice clients whom are interested for such legal service in Vietnam.   We assist our clients in the process of reviewing agreements, procedures and concerned matters in civil and family.

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Conditions set-up import company in Vietnam

Before Vietnam joined World Trading Organization (WTO), distribution and import, export activities conducted by foreign owned entities are strictly regulated by Vietnam government.  As such, foreigners could only conduct the import of goods through the Vietnam agents.

What are common investment methods in Vietnam?

Since 2007, Vietnam has become an official member of WTO and it had to commit a route to open local market to foreign companies and traders, including foreign distributors.  Within 02 years from the date of accession to WTO, regulations with services and trading activities have been eased up gradually to be more open.  Since 2009, foreigner investors have been entitled to set up 100% foreign-owned companies to conduct activities related to the sale and purchase of goods including import and export, and distribution including acting as agents for purchase and sale, wholesale, retail and franchising.   This opens up opportunities for foreign investors to expand their trading activities in Vietnam.

1. Conditions for foreign-owned company in import and export or distribution field:
According to Article 4, Decree No. 23/2007/ND-CP on 12 February 2007 by the Government providing regulation for implementation of Commercial Law regarding purchase and sale of goods and activities directly related to the purchase and sale of goods by enterprises with foreign owned capital in Vietnam (“Decree No. 23”), the conditions for an enterprise with foreign owned capital to be granted a business license for activities of purchase and sale of goods and activities related to purchase and sale of goods in Vietnam shall comprise:

a. It is an investor belonging to a country or territory participating in an international treaty of which the Socialist Republic of Vietnam is a member and in such treaty Vietnam has undertaken to open the market on activities of purchase and sale of goods and activities directly related to purchase and sale of goods;

b. The form of investment is consistent with the schedules undertaken in international treaties of which the Socialist Republic of Vietnam is a member and is consistent with the law of Vietnam;

c. The goods and services in which business is conducted are consistent with Vietnam’s undertaking to open the market and are consistent with the law of Vietnam;

d. The scope of operation is consistent with Vietnam’s undertaking to open the market and is consistent with the law of Vietnam;

e. It has approval from the competent State body.
With respect to foreign investors not in the category stipulated in clause (a) above, the Minister of Industry and Trade shall consider each application on a case by case basis and must approve activities of purchase and sale of goods and activities directly related to purchase and sale of goods before the authorized State body grants a business license.

2. Conditions of foreign-invested enterprises on implementation export rights
According to Circular No. 08/2013/TT-BTC dated on April 22, 2013 issued by the Ministry of Industry and Trade detailing the goods trading and directly related activities of foreign-invested enterprises in Vietnam (“Circular No.08”), foreign-owned enterprises which have been licensed to conduct export activities are permitted to export, purchase goods in Vietnam for export, including goods imported in Vietnam by them or other enterprises already finished tax liability and other financial obligations, under the following:

 conditions:
a. Export goods which are not in the list of those banned from export, list of those temporarily suspended from export, list of those of which the right to export is not granted according to international commitments;

b. For export goods in the list of conditional export goods, enterprises must meet conditions as prescribed by law;

c. For export goods in the list of goods to be exported under roadmaps specified in international commitments, enterprises must comply with the committed roadmap;

d. The export commodities must be suitable with content of the right to export which enterprises have been licensed for implementation.

The foreign-invested enterprises already licensed for right to export are entitled to directly do procedures for export of goods at customs agencies as prescribed by law.
The foreign-invested enterprises already licensed for right to export are entitled to directly purchase only goods of Vietnamese traders who have business registration or right to import, right to distribute such goods for export; not entitled to organize the network of goods purchase in Vietnam for export, unless otherwise provided by law of Vietnam or International treaties to which the Socialist Republic of Vietnam is a contracting party.

3. Conditions of foreign-invested enterprises on implementation import rights:
Under Circular No. 08, foreign-owned enterprises which are licensed to import goods are permitted:

a. Import goods which are not in the list of those banned from import, list of those temporarily suspended from import, list of those of which the right to import is not granted according to international commitments;

b. Import goods belong in the list of conditional import goods, enterprises must meet conditions as prescribed by law;

c. Import goods belong in the list of goods to be imported under roadmaps specified in international commitments, enterprises must comply with the committed roadmap;

d. The import commodities must be suitable with content of the right to import which enterprises have been licensed for implementation.

The foreign-invested enterprises already licensed for right to import are entitle to directly do procedures for import of goods at customs agencies as prescribed by law.
The foreign-invested enterprises already licensed for right to import but not yet licensed for right to distribute are entitled to directly sell import goods for Vietnamese traders who have business registration or right to export, right to distribute such goods; not entitled to organize or participate in the network of goods distribution in Vietnam, unless otherwise provided by law of Vietnam or International treaties to which the Socialist Republic of Vietnam is a contracting party.

4. Conditions of foreign-owned enterprises on implementation distribution rights:
Distribution is defined as Decree 23 as “activities of wholesaling, retailing, agency  for purchase and sale of goods and franchising in accordance with the law of Vietnam”. The right to distribution is defined as “the right to undertake directly activities of distribution”.

Under Circular No. 08, foreign-owned enterprises which have been licensed to conduct distribution activities shall be permitted:

a) To conduct wholesaling, retailing, franchising and agency for trading goods manufactured in Vietnam and goods imported into Vietnam, except:

i) For goods on the list of those banned from business and list of those of which the right to distribution is not granted under international commitments;

ii) For goods restrained for business or goods of conditional business, enterprises must meet conditions as prescribed by law;

iii) For distribution goods in the list of goods to be distributed under roadmaps specified in international commitments, enterprises must comply with the committed roadmap.

b) The distribution commodities must be suitable with content of the right to distribution which enterprises have been licensed for implementation.

Depending on the method of business, investor could choose one of activities belonging to distributions rights. With each method, the investor needs to apply a suitable business registration issued by competent authorities.

Further, foreign invested enterprises whose investment registered retail business line in their investment certificate could open a single retail outlet in order to sell their goods to the end of user or customers.  The setting up of retail establishments including the first retail establishments must abide by law regulations on state management for retail activities and be conformable with the related master plans of central-affiliated cities and provinces, where are expected for setting up of retail establishments.   The setting up of retail establishments in addition to the first retail establishments are considered for each specific case based on the examination on economic demand of each locality where place retail establishment under the criteria: Quantity of retail establishments, stability of market, residential density and scale of district-level localities where are expected for the setting up of retail establishments.

Our lawyers of foreign investment practice at ANT Lawyers, a law firm in Vietnam are available to advise and provide client with service and representation for setting up a trading company in Vietnam.

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