FAQ

We, BLawyers Vietnam, are a company duly established in Vietnam under the Operation Registration License No. 41.02.1673/TP/DKHD firstly issued by Ho Chi Minh City Department of Justice on 23 January 2018 and firstly amended on 15 August 2018, with its head office registered at 8th Floor, No. 7-9-11 Mai Thi Luu Street, Da Kao Ward, District 1, Ho Chi Minh City, Vietnam.

We provide full kinds of legal services to clients, including but not limited to: dispute resolution (arbitration, litigation, negotiation), corporate governance and investment, commerce and trading, M&A and restructure, labor and employment, real estate and construction, family and marriage, tax advice, etc.

Yes, we do. We will support the Client with the following works:

1. Receiving the Client’s requests by phone, email or face-to-face meetings from time to time to provide legal opinions;
2. Drafting, reviewing and sending legal advices and answering legal questions upon the Client’s requests from time to time;
3. Drafting and reviewing documents for the issuance of decisions, business operations, labor management or internal governance of the Client (for example, meeting minutes of members’ council/ board of directors/ general meeting of shareholders, decisions of board of directors/ directors, labor contracts, training contracts, pay scales, etc.) in accordance with laws;
4. Drafting, reviewing and sending letters, documents, official letters, letters of demand to third parties upon the Client’s requests from time to time;
5. Upon the Client’s requests, giving advice on new laws and regulations of Vietnam and their relations to the Client’s activities, if any;
6. Joining the Client to negotiate, draft and/ or review types of contracts and other legal documents related to the Client’s business activities;
7. Sending legal newsletters and updating highlighted legal news to the Client on monthly basis;
8. Sending out samples of legal documents per the Client’s requests if they are available from a reliable source; and
9. Translating legal documents upon the Client’s requests from Vietnamese to English and vice versa.

Regarding our service fee, we could offer: (i) Monthly retainer service package (applying to clients who demand to use the service regularly and continuously); or (ii) Annual retainer service package.

Our clients being both individuals and organizations (companies, funds, institutions, etc.) from over the world and Vietnam.

Yes, you can. We can provide our legal services/ advice via calls, emails or meeting applications.

For assignments needed to be proceeded in Vietnam, we can represent you after having your authorization in writing.

It depends on your request of our service. At the first stage of our proposal, we need you to provide some information/ documents for your case. Then, we you officially engaged our lawyers on your case(s), we will send out a checklist of required information/ documents for our support.

All works produced by BLawyers Vietnam in the performance of the Legal Service Agreement, including without limitation, analyses, reports, documents and other information, shall be considered confidential information (“Confidential Information”). Any information disclosed to BLawyers Vietnam by the Client or others on behalf of the Client about this Legal Services Agreement shall also be considered as Confidential Information.

The information received by BLawyers Vietnam while rendering its legal services is confidential. If requested by the Client, BLawyers Vietnam can sign a written undertaking to commit its obligation to keep the information provided confidential. The Client may, in a format which can be reproduced in writing, release BLawyers Vietnam from the confidentiality obligation. BLawyers Vietnam has the right to, without separate permission, disclose to a third party i.e. notary public officers, translators, bank officers, accountants, auditors and State authorities, information and documents if it is necessary for the fulfilment of the engagement or if such obligation is required by law. BLawyers Vietnam and its attorneys and supporting staff are under an obligation to follow the rules of Vietnam on preventing money laundering.

Except where the Client has given written authorization, BLawyers Vietnam shall not disclose any Confidential Information or use it for any purpose other than the performance of the legal services under the Legal Services Agreement. Promptly upon the Client’s request, BLawyers Vietnam shall deliver to the Client the Confidential Information under tangible form received from the Client or others which BLawyers Vietnam has in its possession. BLawyers Vietnam however is authorized to retain copies for archival purposes.

Based on our initial discussion, the applicable service fees shall be informed in a engagement letter or legal service agreement. The assignment can be counted on an hourly fee(s), fixed fee(s), fee(s) upon successful outcome or another form of fee(s).

Yes, you do. We will send a legal service agreement, which records (i) agreements on our scope of work; (ii) our terms and conditions; and other provisions for providing legal service to you for your consideration and acceptance before officially performing the requested tasks.

Normally, our law firm and assigned lawyers will support as follows:

1. Step 1: Collecting required information/ documents from you;
2. Step 2: Checking regulations of Vietnam’s law that apply to your case;
3. Step 3: Providing legal advice to you or supporting assignments you requested from step by step and under an action plan sending to you;
4. Step 4: Reporting the progress of assignments from time to time and seeking your approval on significant decisions.

Pursuant to Law on Lawyers of Vietnam and our internal policies, we cannot make any commitments for a favorable result according to a client’s expectation. We however will try our best to support clients’ works during providing our legal services, working with third parties or State authorities.

Our deliverables will be in Vietnamese or English or bilingual in Vietnamese and English. We will discuss with you about this matter before proceeding your assignments.

One of BLawyers Vietnam’s core values is to fight for clients’ satisfaction. In which, we play a role in helping our clients. We make efforts everyday to get our client’s satisfaction. Our clients’ success determines ours.

However, we accept any complaints from clients to improve ourselves and our legal service. In the event of any problems or issues arising regarding our service provision, the client could send a notice via this link. We will revert to you within 24 hours.

The agreement between client and BLawyers Vietnam could terminate in the following cases:

1. Termination based on the mutual agreement;
2. Unilateral termination by the Client with or without cause; or
3. Unilateral termination by BLawyers Vietnam with cause.

At the termination of legal services, BLawyers Vietnam will release promptly to the client all the client’s papers and properties provided/ given to BLawyers Vietnam and/or generated during the performance of legal services, if the Client has paid in full the fees according to the case-by-case basis.

For the detail of each termination case as mentioned in the above, please contact us.

Yes, we do. At BLawyers Vietnam, we work any works under our core values. They play the role of our code of conducts and is spreading over each members. Our core values include:

(i) DO AS PROMISED.

We do what is right for our clients and we always fulfill our promises.

(ii) FIGHT FOR CLIENT’S SATISFACTION.

We play a role in helping our clients. We make efforts everyday to get our client’s satisfaction. Our clients’ success determines ours.

(iii) NEVER GIVE UP. BE PERSISTENT.

We are professionals. We think and do until we get the desired results and try our best to overcome obstacles.

(iv) COMPANY IS HOME.

We focus on teamwork. Each colleague is a family member. We trust and respect each other and draw strength from our differences.

(v) ACCEPT WEAKNESSES TO LEARN & IMPROVE.

We pursue knowledge and constantly improve our expertise and experience. We mitigate mistakes as much as we can, but when it happens, we analyze and learn from it.

(vi) BE QUICK & ACCURATE.

We solve the most critical problems in minimum possible time with a diligent method.

Please email us at consult@blawyersvn.com or call us at +84 9378 79724

Furthermore, you can request a free consultation by filling the form provided in our website (https://www.blawyersvn.com/contact-blawyers/). We will respond within 24 hours.

The disputing parties can choose Arbitration for settlement of:

• Disputes arising from commercial activities;
• Disputes in which at least one of parties conducts commercial activities; and
• Other disputes which are stipulated by Vietnamese laws to be settled by Arbitration.

In comparison with Court, Arbitration can be considered a better choice for the following reasons:

• Simpler, more flexible, and clearer procedures with fewer steps to come to final decisions;
• Ensuring confidentiality;
• The parties can choose a language other than Vietnamese if there are foreign elements in the dispute;
• The parties can also mutually agree to choose Arbitration Centers, Arbitrators, and venue for dispute settlement; and
• The Arbitration’s decision is the final judge, which means this is the final decision and not be appealed or protested against.

The parties who would like to settle their dispute by Arbitration have to satisfy the requirements as follows:

• The parties have an Arbitration agreement, either before or after a dispute arises;
• The dispute must fall under the jurisdiction of the Arbitration;
• The Arbitration agreement must be made in writing or other forms considered as written form by laws; and
• The parties agree to choose an active Arbitration Center along with its set of Arbitration rules.

An arbitration agreement must be in written form. Besides, other forms such as discussion via fax, telegram, telex, and others may be accepted. The Arbitration Agreement is not subject to invalid or unrealizable cases.

An Arbitration agreement is considered invalid in the following cases:

• Disputes do not belong to the competence of Arbitration;
• The agreement maker has no competence as prescribed by laws;
• The agreement maker has no civil act capacity under the Civil Code;
• The form of the Arbitration agreement is not in writing or other acceptable forms under laws;
• A party is deceived, intimidated, or compelled at the time of making the Arbitration agreement. This party has to request for a declaration that such Arbitration agreement is invalid; and
• The Arbitration agreement violates prohibitions under laws.

Any Arbitration agreement in the following cases can be unviable:

• The chosen Arbitration center has shut down without any Arbitration center to take over the case. At the same time, the disputing parties fail to reach an agreement on choosing another Arbitration center.
• Due to force majeure events or objective difficulties, the chosen Arbitrator cannot participate in the case, or the Arbitration center cannot find a substitute Arbitrator. At the same time, the disputing parties also fail to reach an agreement to select the Arbitrator.
• Despite the parties’ appointment before the dispute, the chosen Arbitrator or the Arbitration center refuses the Arbitrator’s appointment. At the same time, the disputing parties also fail to reach an agreement to select a substitute Arbitrator.
• The parties have chosen a specific Arbitration center but with a set of Arbitration rules of another center. The charter of the selected Arbitration center does not allow the application of any Arbitration rules other than of its own. At the same time, the parties also fail to reach an agreement on a substitute set of Arbitration rules.
• The seller and consumers have an overall agreement on goods and services which contain Arbitration terms drafted by the seller. However, the consumers refuse to settle the dispute by Arbitration.

Normally, if there is an Arbitration agreement but one of the parties initiates a lawsuit at Court, the Court shall refuse the case. However, the Court may accept such a case if that agreement is invalid or unviable under laws.

There are other ways to settle a dispute even if there is an Arbitration agreement between disputing parties. At any stage of the dispute, the parties may freely negotiate and agree with each other on the settlement. Besides, the parties can also request an Arbitration council to conduct conciliation for them to settle such dispute.

In case the above agreement is invalid or unviable under laws, any of the parties can take the dispute to Court for settlement.

Language choice in arbitral proceedings shall base on the element of the disputes, which are as follows:

• For disputes involving no foreign element, the language in arbitral proceedings is Vietnamese. If a disputing party cannot use Vietnamese, they may use an interpreter.
• For disputes involving foreign elements or a foreign-invested enterprise, the parties shall reach an agreement on the language in arbitral proceedings. If they have no such agreement, the Arbitration council shall decide the suitable language.

It is not mandatory to choose an Arbitration center in Vietnam. If both parties mutually agreed to choose a foreign Arbitration center, this center shall take part in the dispute settlement. Such agreement and proceedings at the foreign Arbitration center are required to follow Vietnamese regulations on Commercial Arbitration.

The dispute involving no foreign element shall apply Vietnamese law.

The dispute involving foreign elements shall apply the law chosen by the parties. If the parties have no agreement on the applicable law, the Arbitration Council shall decide to apply the most appropriate law.

The international custom shall be applied when the dispute contains no specific provisions concerning the dispute. However, such international custom must not contravene the fundamental principles of Vietnamese law.

Arbitration proceedings shall proceed as follows:

Step 1: Suing and self–defending:

1. The plaintiff submits the petition to the Arbitration;
2. The Arbitration Center notify to the defendant about the petition and attached documents;
3. The defendant to send the self-defense and the counter-petition (if any) to the Arbitration Center.

Step 2: The Arbitration Council to be established;

Step 3: The Arbitration Council study the documents, carry out some work under authority;

Step 4: The Arbitration Council summon the parties to attend the hearings of dispute settlement; and

Step 5: The Arbitration Council makes an arbitral decision that is final and enforceable.

The Arbitration fees that the disputing parties must pay for including:

1. Remuneration, travel expense, and other expenses for the Arbitrators;
2. Expert consultation and other assistance fees as Arbitration council’s request;
3. Administrative fee;
4. Fee for appointing ad hoc Arbitrators of the Arbitration Center due to disputing parties’ request;
5. Other services fees are provided by the Arbitration Center.

A party may bear the Arbitration fee based on its part of the request that the Arbitrators did not agree on the case.

Generally, the Arbitration fee can be estimated through the fee package publicly offered by an Arbitration Center.

The Arbitration Council has the right to collect the evidence.

The parties can appoint specific Arbitrators for their case.

In case, the Arbitration as agreement terminated operation, the parties can bring the dispute to court when they meet the following conditions:

1. The Arbitration Center terminated its operations without any other Arbitration Center to take over; and
2. The parties agree cannot on another Arbitration Center for their case.

The disputing parties may request Arbitration Council to apply interim urgent measures under prevailing laws unless otherwise agreed by the parties. Those measures could be:

1. Prohibiting any change in the status of assets under dispute;
2. Prohibiting or forcing any disputing party to commit one or more certain acts to prevent acts which adversely affect the process of arbitral proceedings;
3. Distraining assets under dispute;
4. Requesting preservation, storage, sale, or disposal of any asset of one disputing party or all disputing parties;
5. Requesting temporary money payment between the parties; or
6. Prohibiting the transfer of the rights to assets under dispute.

Yes, they can. The parties can make an agreement to set time and location for dispute settlement meeting. Without agreement, or rule of proceedings of Arbitration Center, Arbitration Council will decide on time and location.

The hearings of dispute settlement can be conducted privately.

The dispute will be suspended in the following cases:

i. The individual plaintiff or defendant is dead without any heir of his/her rights and obligations:

ii. The agency, organization plaintiff, or defendant under the following cases but no agency or organization has accepted rights and obligations of it:

• Has terminated its operation;
• Gone bankrupt; and
• Has been dissolved, consolidated, merged, divided, separated, or conversed form of the enterprise;

iii. The plaintiff withdraws petition or is regarded as having withdrawn petition unless the defendant requests to proceed with dispute settlement;

iv. The parties agree to terminate the dispute settlement;

v. A court has decided that:

• The dispute falls beyond Arbitration Council’s jurisdiction; or
• There is no Arbitration Agreement, or the Arbitration Agreement is invalid or impossible.

The relevant parties obtain a copy of the arbitral decision.

One party can request Arbitration Council to:

1. Correct obvious spelling errors, figures due to mistake or miscalculation in the decision; and
2. Explain the details of the decision.

The requesting party must immediately notify the other party about such correction and explanation request. This request can only be made within 30 days from the date of receiving the decision unless otherwise agreed by the parties.

The arbitral decision is final and takes effect on the date of its signing. Parties do not have the right to appeal against this decision.

The Court will consider canceling an arbitral decision at the request of one party. The Court will cancel such decision in 6 following cases:

1. There is no Arbitration agreement or the Arbitration agreement is invalid;
2. Arbitration Council’s members or arbitral procedures do not comply with the agreement of parties or Law on Commercial Arbitration;
3. Dispute falls beyond the Arbitration Council’s jurisdiction. If an arbitral decision contains the details falling beyond the Arbitration council’s jurisdiction, such details shall be canceled;
4. Evidence provided by the parties on which the Arbitration council bases to issue the decision is counterfeit;
5. Arbitrator receives money, assets, or other benefits from one disputing party, thus affecting the objectivity and fairness of the decision;
6. The decision breaks the basic principles of Vietnamese law.

In principle, the Arbitration’s decision is final. The decision will not be appealed to or protested by another agency. This means the parties cannot file the dispute to the Court after issuance of the Arbitration’s decision. However, if the decision is canceled under the law then the parties can begin as a new case. As a result, the parties can bring it to court if satisfying the conditions.

To register a marriage, a man and a woman must satisfy the following conditions:

• The man is 20 years old or above, the woman is 18 years old or above;
• The man and woman decide their marriage voluntarily;
• The man and woman have their own civil act capacity; and
• The marriage is not in any of the prohibited cases prescribed in law.

According to the prevailing laws, the State shall not prohibit and not recognize the marriage between same-sex people.

The following persons have the right to request the Court to cancel an illegal marriage:

• The person being forced or deceived into a marriage;
• The following individuals, agencies, and organizations:

1. The spouse of a married person who gets married to another person; parent, child, legal guardian, or another legal representative of a person who gets married illegally;
2. The State management authority in charge of the family;
3. The State management authority in charge of children; and
4. The women’s union.

• Any person, agency, or organization if detecting an illegal marriage can request the organization mentioned in (ii), (iii), (iv).

Living together and having a sexual relationship as husband and wife without marriage registration shall lead to certain consequences as follows:

• They have no rights and obligations of husband and wife.
• If registering for marriage later then, their marriage relation shall be established from the time of marriage registration.
• Property relations, obligations, and contracts between them shall be settled based on their agreement. In case there is no agreement, the settlement shall comply with provisions of the Civil Code and other relevant laws.
• The settlement of property relations must ensure lawful rights and interests of the woman and children. Housework and other related works to maintain cohabitation shall be regarded as income-generating work.

A wife shall share responsibilities for certain transactions made by her husband as follows:

• Transactions serving their family’s essential needs;
• Transactions arising from representative relations between them.

There are two kinds of property regimes between husband and wife which are: regime under law and regime under agreement. Law on Marriage and Family gives husband and wife the right to freely choose the suitable regime for them.

The common property of spouses can be in various forms and sources, including:

• Property created by a spouse;
• Income generated from labor, production, and business activities;
• Yields and profits arising from private property;
• Other lawful incomes generating during the marriage;
• Property jointly inherited by or given to both; and
• Other property agreed upon by husband and wife as common property.

When there is no proof for a property in marital dispute is private property, this shall be regarded as common property.

Yes, they should. In accordance with Law on Marriage and Family, spouses should agree with each other before disposing of their common property.

Spouses must reach a written agreement on the disposition of certain types of common property as follows:

• Real estate;
• Movable property which needs ownership registration according to provisions of law; and
• Property which is the major income-generating source for the family.

It depends on what property you are mentioning. One kind of common property which needs registration for both names is land use rights. Besides, if any provisions require property registration for common use or ownership, you have to follow those.

For a common property that needs registration for ownership under law, both spouses shall be named in the Certificate, unless otherwise agreed by the spouses.

Husband and wife must share the common property obligations as follows:

• Obligations arising from transactions established under their agreement;
• Obligations to pay damages under their joint liability as prescribed by law;
• Obligations performed by a spouse in order to meet the family’s essential needs;
• Obligations arising from the possession, use, and disposition of common property;
• Obligations arising from the use of private property to maintain and develop common property or create major incomes for the family;
• Obligations to pay damages caused by their children as prescribed by the Civil Code; and
• Other obligations as prescribed by relevant laws, if any.

During the marriage period, husband and wife have the right to reach an agreement on the division of part or whole of common property. If they fail to reach an agreement, they have the right to request a court to settle it. An agreement on common property division shall be made in writing and notarized at the request of husband and wife or as prescribed by law.

Division of common property during the marriage period shall be invalid as follows:

• It seriously harms:

1. The family’s interests; and
2. Lawful rights and interests of minor children, or adult children who have lost their civil act capacity or have no working capacity and no property to support themselves.

• It aims to evade the obligations of:

1. Raising and supporting;
2. Compensating damages;
3. Payment when being declared bankrupt by a court;
4. Debt payment for individuals or organizations;
5. Tax payment or other financial obligations toward the State;
6. Other property obligations as prescribed by Laws.

Spouses can have private property during the marriage period in the following cases:

1. Property owned by each person before marriage;
2. Property to meet his/her essential needs such as clothes, personal stuff, gender-specific items, etc;
3. Property under the separate ownership of a spouse according to the judgment or decision of a court or another competent agency;
4. Property inherited by or given separately to him/her or created from the separate property of a husband or wife except for Yields and profits;
5. Property divided from the common property by the agreement of spouses during the marriage period;
6. The economic right to intellectual property objects as prescribed by the law;
7. Allowance or incentives receivable by a spouse as prescribed by the law on preferential treatment toward persons with meritorious services to the revolution; other property rights associated with the personal identification of a spouse;

To identify and be recognized as private property spouses must go through procedures for an inheritance, donation, registration of intellectual property rights, making separate property agreements, etc, by the provisions of law. For the necessary procedures for establishing private property, you can contact Blawyers Vietnam for more detailed advice.

Private property can become common property if it is agreed upon by husband and wife as common property. However, such agreement must be in writing and notarized in case provided by laws.

Under the prevailing law of Vietnam, a couple establishes a pre-marriage agreement to recognize their property regime before registering a marriage. Such document must have some main contents as follows:

(i) Properties recognized as common property and private property of the husband and wife;

(ii) Their rights and obligations toward common and separate properties and related transactions. Property to meet the family’s essential needs; and

(iii) Conditions, procedures, and principles of the property division upon terminating the property regime.

Of note, a pre-marriage agreement must be made in writing and notarized or certified. If you wish to carry out pre-marital agreement procedures, contact Blawyers attorneys for detailed instructions.

To avoid problems and disputes related to property arising after marriage, spouses should make a pre-marriage agreement in writing to recognize property regime. As this is a very important document to determine common property and private property of the husband and wife. In case of divorce, a court shall consider the validity of such document to settle your request on private properties.

Of note, after marriage registration, spouses have right to amend or supplement terms of the drafted pre-marriage agreement.

A pre-marriage agreement is considered as invalid if:

(i) Not complying with conditions on effect of transactions prescribed the Civil Code and other relevant laws.

(ii) Violating the regulations on:

• General principles of property regime of spouses;
• Rights and obligations of spouses to meet family’s essential needs;
• Transactions related to the home being the sole domicile of spouses; or
• Transactions with third parties in good faith related to bank accounts, securities accounts and other movable assets without registration for ownership or use.

(iii) Seriously violating the rights to be supported and inherit and lawful rights of parents, children and other family members.

Followings are subjects have the right to request Court to settle for divorce:

(i) Husband or wife, or both of them;

(ii) Parents and other relatives can request when the husband or the wife is:

• Unable to perceive and control his/her acts due to a mental disease or another disease; and
• Concurrently a victim of domestic violence caused by his/her spouse which seriously harms his/her life, health, or spirit.

According to the Law on Mariage and Family, husbands cannot request a divorce in 03 following cases:

1. Wives are pregnant;
2. Giving birth; or
3. Nursing an under-12-month child.

The court will recognize a consent divorce in case of:

1. Both husband and wife request for divorce;
2. They are willing to divorce; and
3. Both parties reached an agreement on the matters based on ensuring the legitimate interest of the wife and children:

• • Property division; and
  • Looking after, raising, caring, and educating children.

A Court shall resolve for divorce at the request of one spouse in the following cases:

(i) The husband or wife requests for divorce that:

• The conciliation at a court fails; and
• There is no evidence showing that a spouse commits domestic violence or seriously violates the rights and obligations of husband or wife which leads to the marriage in worst conditions and makes a common life no longer possible and marriage purposes unachievable.

(ii) A spouse of the person declared missing requests for divorce.

The marriage terminates when:

1. A divorce judgment or decision of the Court takes legally effective.
2. A spouse died or was declared to be dead by judgment or decision of the Court.

Generally, property division shall be agreed upon by spouses. If there is no agreement, or agreement is not complete or clear, Court shall divide property under the following principles:

(i) Private property shall be under husband or wife ownership, except for private property already merged into common property.

(ii) Common property of husband and wife is divided into 2 equal parts. Of note, the following factors must be considered:

• Family circumstances of the husband and wife;
• Contributions of each spouse to the creation, maintenance, and development of the common property. The housework in the family by a spouse shall be considered as labor generating income;
• Protecting legitimate interests of each spouse in their production, business, and career for continuing working to make incomes;
• Faults of each spouse in violations of spousal rights and obligations.

(iii) Common property of husband and wife shall be divided in kind. If it is impossible to be divided in kind, the common property shall be divided based on its value. A spouse who receives property in kind with a value greater than the part (she)he entitled to receive shall pay value difference to the other.

(iv) Protecting lawful rights and interests of these following subjects:

• Wife;
• Minor children; or
• Adult children who have lost their civil act capacity or have no working capacity and no property to support themselves.

The division of land use rights being common properties of spouses upon divorce is as follows:

(i) For agricultural land under annual crops or aquaculture:

• If both spouses have the need and conditions to directly use land, the division shall follow their agreement. If they fail to reach an agreement, they may request Court to settle based on regulations of property division principles.
• In case only a party has the need and conditions to directly use the land, (she)he can continue to use the land. Then, such party shall pay to the other the value of the land use right they enjoy.
• If the spouses’ land use is right together with their household, their portions shall be separated and divided as above.

(ii) Land use rights for agricultural lands planted with perennial crops, forestry land, and residential land shall be divided under property division principles.

(iii) The division of land use rights for other land types must comply with the land law.

The spouse carrying out business activities related to common property can receive such property. Then (she)he shall pay the other the property value that (she)he enjoys unless otherwise prescribed by business law.

• For the person not directly raising the child: (S)he can visit the child without any obstruction. However, (s)he cannot abuse this right to interfere with or adversely affect the care, nurturing and education of the child. In addition, (s)he is responsible for the support obligation to the child.
• Rights and obligations of the person directly raising the child to the other: (S)he can request the person not directly raising their child to fulfill the obligations as above. On the other hand, (s)he cannot obstruct the rights of visiting, caring for and educating the child of the other.

Unless otherwise regulated by law, Court will settle the common property in this case as follows:

1. The alive person shall manage the common property. Another person can also manage this property if he is appointed by the will or agreement of the heirs.
2. In case there is a request for dividing property, the common property shall be divided into 2 equal parts. If they have an agreement on a property regime, the division depends on such agreement. The court shall divide the property portion of the dead according to the inheritance law.

When a spouse who was declared to be dead returns, the relationship and property will be resolved as follows:

(i) Regarding personal relations:

• If his/her spouse has not got married to another person, their marriage shall be restored from the marriage time.
• In case there already was the Court’s decision permitting divorce at the request of a spouse, such decision remains legally valid.
• In case that person has got married to another person, the marriage relation established later is legally effective.

(ii) Regarding property relation:

• In case the marriage is restored: Property relation shall be restored on the effective date of decision canceling death of spouse declaration. Properties that a person creates during the period of his/her spouse was declared as death by Court are his/her own.
• In case the marriage is not restored: Properties created before the death declaration takes effect and has not been divided shall be settled as property division upon divorce.

Children can have the right to have their own property including:

1. Property inherited or given separately;
2. Incomes from work; or other lawful incomes
3. Yield and profits arising from the separate property; and
4. Property created from the separate property.

In principle, a child who is 15 years old or older can manage the separate property by himself. However, parents can manage such property in the following cases:

1. A child who is 15 years old or older requires his parents to manage his own property; or
2. Property of a child who is under 15 years old or has lost civil act capacity.

(i) Parents or legal guardians can dispose of property of a child when:

• The child is under 15 years old; and
• For the child’s benefits; and
• Having a consideration on the child’s wish (for a 9-year-old child or older).

(ii) A child from 15 years old to under 18 years old can dispose of their own property. The following properties must have the written consent of parents or legal guardians:

• Real estates;
• Movable property with ownership registration; or
• Ownership and property used for business activities.

(iii) Guardians can dispose of property of adult child who has lost their civil act capacity.

• After divorce, parents still have rights and obligations to look after, care for, nurture, and educate their children who are:

1. Minor children; or
2. Adult children who have lost civil act capacity or have no working capacity and no property to support themselves.

• Husband and wife can agree upon the person who directly raises their children. If they fail to reach an agreement, a competent court will base on the child’s benefits to decide. In case the child is full 7 years old or older, they must consider his opinion.
• A child under 36 months of age shall be directly raised by the mother. Except for:

1. The mother is not eligible to look after, care for, nurture, and educate her children; or
2. The parents have another agreement that is suitable for the child’s interests.

• Rights and obligations of the person not directly raising the child:

1. Having rights to visit the child without any obstruction. However, he/she cannot abuse this right to interfere with or adversely affect the care, nurturing, and education of the child.
2. Having obligations to support the child.
3. Having obligations to respect the child’s rights to live with the person who directly raises him/her

• Rights and obligations of the person directly raising the child

1. Having rights to request the person not directly raising their child to fulfill the obligations as above.
2. Having rights to request this person and family members to respect his/her right to raise the child
3. Having obligations to not obstruct the rights of visiting, caring for and educating the child of the other.

The court shall decide the person directly raising the child if the parents or other competent individuals or organizations provided by laws request. The change will be settled in one of the following cases:

1. The parents have an agreement based on the child’s interests; or
2. The person directly raising the child no longer has sufficient conditions to perform his/her obligations.

The court must consider the child’s wishes if (she)he reaches full 7 or older. If the parents are not eligible to directly raise the child, the court shall assign the legal guardian.

A parent shall have his/her rights toward a minor child restricted when:

1. He/she is convicted of one of the crimes of intentionally infringing upon the life, health, dignity, or honor of this child or commits acts of seriously breaching the obligations to look after, care for, raise and educate children;
2. He/she disperses property of the child;
3. He/she leads a depraved life; and
4. He/she incites or forces the child to act against law or social ethics.

A child is determined as a common child of spouses in the following cases:

(i) Being born or conceived by the wife during the marriage period;

(ii) A child who is born within 300 days from the time of termination of the marriage; or

(iii) A child who is born before the date of marriage registration and recognized by parents as a common child.

General conditions to arise supporting obligations include:

(i) Support obligations arise from marital, blood, and nurturing relationships

(ii) The supporting person and the supported person do not live together, or

(iii) Still living together, but violating foster obligations

The following people have the right to request the performance of the support obligation:

(i) The supported person, his/her parents or legal guardian;

(ii) Other competent individuals or organizations provided by laws.

A Vietnamese and a foreigner need to pay attention to the following issues:

1. Each party shall comply with his/her country’s law on marriage conditions.
2. The foreigner shall also comply with marriage conditions of Vietnamese law.
3. Documents established, granted, or certified by foreign competent agencies for the procedure should be legalized.
4. Registering marriage at the district-level People’s Committee where the Vietnamese reside is a must.

• Vietnamese civil status registration agencies are competent to settle the identification of parents and children involving foreign elements in the following cases:

1. Between Vietnamese citizen and foreigner without any disputes;
2. Between Vietnamese citizens and at least one of who resides abroad; or
3. Between foreigners and at least one of whom permanently resides in Vietnam.

• Vietnamese competent courts settle the identification of parents and children involving foreign elements in cases:

1. The parent does not recognize his/her child;
2. Parents request to identify whether a person is his/her child or not;
3. Performing the right to recognize parents of children;
4. The party asking for surrogacy refuses to accept the child;
5. The surrogate mother refused to deliver the child;
6. Disputes related to giving birth with assisted reproductive technology and altruistic gestational surrogacy.

Foreign individuals have the same rights and obligations with Vietnamese individuals, but he/she must also comply with regulations as follows:

1. Notifying in writing the competent agency before leasing houses, if the owner is individual;
2. Being only eligible to provide for their employees but it is not allowed to use their house(s) for lease, offices, or other purposes if the homeowner is an organization; and
3. Paying off the total amount through credit institutions operating in Vietnam.

If a foreign individual marries a Vietnamese citizen or an overseas Vietnamese, he/she qualifies for stable and long-term homeownership and has all rights of homeowner similarly to Vietnamese citizens.

Except for the cases mentioned above, a foreign individual is only allowed to own houses for a certain period of time as prescribed by law. Before the expiration of the owning-house term, they can donate or sell this house to the beneficiaries of the house in Vietnam. Otherwise, such houses will be owned by the State.

Limitations for foreigners when enter housing transactions include:

• Quantity of house owning:

Only purchase, rent-purchase, donate, inheritance, and own no more than 30% of the number of apartments in an apartment building. Separate houses including villas, adjacent houses, in an area with the population equivalent to a ward-level administrative unit no more than two hundred and fifty houses.

• The period of owning houses

To entitled to own the house as agreed in the house purchase, sale, lease purchase, gift, or inheritance contract transactions, but not exceed 50 years from the date the Certificate is issued and may be extended.

A foreigner is totally possible to inherit or receive houses as donations in Vietnam if:

1. He meets the requirements for a foreign individual to own houses in Vietnam;
2. The house belongs to a commercial housing project but not in the area under the management of national defense and security area; and
3. The number of houses of foreigners in an area is not exceeding 30% of the total houses. If not, he/she only receives the value of that inherited house.

There are certain requirements for a foreigner to legally own houses in Vietnam, which are as follows:

1. Having the permission to enter Vietnam without being granted diplomatic immunity and privileges as prescribed;
2. Having an unexpired passport with the entry seal of Vietnam’s immigration authority;
3. Only owning commercial houses including apartments and separate houses in the projects for housing construction, except for areas under the management of national defense and security area; and
4. Only obtaining the home-ownership by the forms of buying, renting and purchasing, gift-receiving, and inheriting.

A foreigner is possibly eligible to own houses in Vietnam if he/she has permission to enter Vietnam and fulfills certain conditions provided by Vietnamese Law on Housing.

There are 07 subjects eligible to use land in Vietnam, including:

1. Domestic organizations that have land use rights as prescribed by the law.
2. Domestic households or individuals;
3. Communities;
4. Religious institutions;
5. Foreign organizations with diplomatic functions;
6. Overseas Vietnamese; and
7. Foreign-invested enterprises.

Documents as a prove for establishing land use rights include:

1. Certificates of land use rights and ownership of houses and other land-attached assets (“LURC”);
2. Lawful papers on inheritance or donation of land use rights and ownership of houses and other land-attached assets;
3. The document on the lawful transfer of land use rights and ownership of houses and other land-attached assets;
4. A judgment or decision of the People’s Court; and
5. Other documents provided by law.

Although foreigners are eligible for homeownership in Vietnam, such individuals are not one of the subjects allowed to use land in Vietnam. Thus, foreigners cannot obtain the LURC.

Foreign-invested companies are one of the subjects allowed to use land in Vietnam. Accordingly, the following types of companies will have the right of using land:

1. 100% foreign-invested companies;
2. Joint venture companies;
3. Vietnamese companies in which foreign investors purchase shares, merge or acquire in accordance with investment law.

The land users can transfer land use rights to others in 05 following ways:

1. Exchanging;
2. Transferring;
3. Inheriting;
4. Giving; or
5. Contributing as capital.

A land user in Vietnam has the following basic rights:

1. Being granted the LURC;
2. Getting the results of the labor and investment on land;
3. Getting the benefits derived from facilities constructed by the State for protecting and improving agricultural land; and
4. Other rights provided by law.

A land user in Vietnam has the following basic obligations:

1. Using the land for proper purposes, in accordance with the land parcel boundaries, in compliance with regulations on the use of the depth beneath and the space above the parcel while protecting underground public facilities and in accordance with other relevant laws;
2. Declaring and registering land; completing all related procedures upon exchange, transfer, lease, sublease, inheritance, give of land use rights; mortgage or contribution of land use rights as capital in accordance with law;
3. Fulfilling financial obligations in accordance with law; and
4. Other obligations provided by law.

Foreigners can inherit land use rights in Vietnam. However, if the foreigners are ineligible to own houses and attached land use rights in Vietnam, (s)he shall not be issued the LURC but allowed to transfer or donate the inherited land use rights. In case of not making the transfer or donation of land use rights, the heir can submit on his/her own or authorizes others to submit a dossier on the inheritance to competent agencies to update on the cadastral book.

According to Law on Housing 2014 (“LOH”), the following entities are eligible to own houses in Vietnam:

1. Vietnamese organizations, households, or individuals;
2. Vietnamese individuals residing overseas; and
3. Foreign organizations and individuals, who are permitted to own houses in Vietnam provided by law.

The house owners in Vietnam are regulated to have certain rights to:

1. Obtain the Certificate of house ownership.
2. Enjoy inalienable rights to their lawful housing and use the houses for lawful purposes.
3. Enter housing transactions such as sale, transfer of the agreement on housing purchase, lease, lease-purchase, gifting, exchange, inheritance, mortgage, capital contribution, lending, permission for stay, or management authorization; and
4. Other rights provided by law.

The house owners must obey the following basis obligations:

1. Using the house for proper purposes; saving the documents on their houses;
2. Complying with regulations on fire safety, hygiene, environment, social safety, and order;
3. Complying with regulations law on housing transactions, and comply with Law on Marriage and family if the house being the common property of husband and wife is transacted; and
4. Other obligations as prescribed by Law.

Housing transactions including the sale, lease-purchase, gifting, mortgage, or capital contribution must meet the below conditions:

1. Having the valid Certificate, except for some cases specified by laws;
2. Having no dispute, complaint, or court proceedings over house-ownership;
3. Term of house-ownership has not expired if being under a fixed-term contract on owning house;
4. Not being distrained; and
5. Not being applied any decision on land retrieval, notification on clearing, demolishing the house demolishment issued by the competent authorities; and
6. Other conditions provided by law

Not all housing transactions require a Certificate to proceed. Accordingly, the following transactions shall not require a certificate:

1. Sale or mortgage transactions to the house to be established in future;
2. Transactions for charitable purposes;
3. Transactions in sale or lease-purchase of state-owned housing or social housing or non-state-owned housing serving the relocation; and
4. Other transactions provided by law.

To legally participate in housing transactions, parties must fulfill the requirements as follows:

1. As an individual, despite his nationality or residence, the party must have the full civil capacity to enter into transactions in housing;
2. As an organization, regardless of the place of establishment or business registration, the party must have legal status;
3. As a foreign entity, either an individual or an organization, the party must qualify for the house-ownership under laws of Vietnam;
4. The party who offers his house to transactions must be the house’s legal owner or be permitted or be authorized by the house owner to enter into transactions; and
5. Other requirements for specific cases as prescribed by laws.

The selling price of a house can totally be agreed upon by both parties and stated in the housing sale agreement. Nevertheless, some cases in which the State regulates the prices of housing sales. parties must comply with such regulations.

Any individuals and organization can set up a company, except for the following cases:

1. State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their interests;
2. Officials and public employees;
3. Commissioned officers, non-commissioned officers, career military personnel, military workers, and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers, and police workers in police authorities and units, except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises;
4. Executive officers and managers of state-owned enterprises, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;
5. Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;
6. People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law. If requested by the business registration authority, the applicant shall submit the judicial records; and
7. Juridical persons that are banned from the business operation or banned from certain fields as prescribed by the Criminal Code.

An application of company establishment shall need a copy of the Investment Registration Certificate if Law on Investment requires so. In the following cases, investors of such projects must register for a Certificate according to Law on Investment:

• Investment projects of foreign investors;
• Investment projects of a business organization which:

1. Over 50% of its charter capital is held by a foreign investor(s). Or, most of its general partners are foreigners if such organization is a partnership;
2. Over 50% of its charter capital is held by a business organization(s) as mentioned in (i); or
3. Over 50% of its charter capital is held by a foreign investor(s) and a business organization(s) mentioned in (i).

The establishment of a foreign-invested company in Vietnam shall proceed with main stages as follow:

1. Obtaining the Investment Registration Certificate for the company with the foreign ownership from 50% upper;
2. Obtaining the Enterprise Registration Certificate;
3. Proceeding tax registration;
4. Starting to contribute capital;
5. Obtaining sub-license or permit (if any).

It normally takes 03 working days for the business registration authority to check and issue the certificate. This time limit starts from the date such authority receives the valid application dossier.

As the founder can be an individual or organization, it might require different documents for the registration of the company.

Regarding individual founders, notarized copies of the passport shall be needed. Besides, (s)he must show proof of financial capability as well.

Regarding organizational founder, the notarized copies of documents of its incorporation or establishment are compulsory. They also must provide supporting documents based on the information shown on such proving documents.

Notably, the founder shall have to proceed with the legalization procedure for the above documents if it is abroad.

There are 04 types of companies that a founder can consider to start his own business:

• Sole proprietorship;
• Partnership;
• Limited liability company; and
• Joint-stock company.

The regulations only require the minimum cap of charter capital when establishing a company in some specific fields. Those are mostly the business of real estate, insurance, labor services, banking, etc.

Commonly, the investors must contribute the registered capital within 90 days from the issuance date of the enterprise registration certificate.

If the owner fails to contribute capital by the expiration of the mentioned period, they shall lose their rights of ownership. Of note, the lost ownership shall be equivalent to the non-contributed capital only.

A legal representative is a person who, on behalf of the company, exercises and performs the rights and obligations arising from its transactions. This one also acts as the plaintiff, defendant, or person with relevant interests and duties in a court or an arbitration center. Besides, he might perform other rights and obligations prescribed by laws.

A limited liability company or joint-stock company may have one legal representative or more than. And, such a company must ensure that it has at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he has to authorize, in writing, another Vietnamese resident to act as the legal representative. In this case, the authorizing person is still responsible for the authorized person’s performance.

Generally, there are not any strict regulations regarding the transferring of shares/ contributions. However, the owner should pay attention to the following points:

• Regarding the LLC:

The member must transfer their capital contribution to other existing members before other ones.

• Regarding the JSC:

The founding shareholders may be transferred to other founding shareholders their ordinary shares within the first 03 years of establishment from the issuance date of the enterprise registration certificate and may only be transferred to a person who is not a founding shareholder if the transfer is accepted by the general meeting of shareholders.

Of note, in case there are changes of foreign shareholder/ member, the enterprise must comply with the procedures on notifying the list of foreign shareholders/members.

There are some common legal mistakes that a founder should avoid when setting up a company in Vietnam:

• Considering a requirement of a local partner for all types of businesses;
• Registering the company as a local business then transferring ownership to (real) foreign partners. At first, registering a local company can be quicker and easier. However, the ownership transfer still takes as long as registering a foreign one at the beginning. Not to mention some legal risks the founder might suffer, either a local or foreign company must follow the same provisions on sub-licenses and compliance (i.e. for retailing activities);
• Planning to register the company with insufficient capital. There is no minimum capital requirement for most business lines in Vietnam. However, the authorities shall determine whether the capital registration could be enough for running the future business;
• Failing to make the capital contribution on time. In this case, you may have to close your company for a certain period.
• Not keeping or asking for VAT invoices. By recording those as company expenses, you can claim on them and reduce your corporate income tax rate;
• Thinking local laws could not apply to foreign companies. On the contrary, foreign-owned companies are usually under higher scrutiny. Therefore, it is even more important for you to understand all the regulations and comply with them;
• Leaving things to the last minutes. Setting up a company in Vietnam can take up to 03 months, mostly for preparing all the supporting documents. So, to avoid the delay in the process, you can seek help from a practicing lawyer or agency in Vietnam;
• Not exploring all options to do business in Vietnam. As opening a company is not the only way to do business here, you should find the most suitable one for your business. To learn that, you also should take the consultation from an experienced lawyer or agency; and
• Using a local friend as a nominee shareholder. You should not just partner up with a friend to circumvent regulations or get the process done faster. For cases where you need a local partner, consider using a nominee company instead. Arrangements with nominee companies come with a set of legal agreements that should protect your rights as the business owner.

There are kinds of properties that the founders could invest into the company as follows:

1. VND, convertible foreign currencies;
2. Gold;
3. Land use right;
4. Intellectual property rights, technologies, technical secrets;
5. Other assets that can be converted into VND.

Of note, only individuals or organizations with a lawful right to ownership or property usage can invest as above.

Lawful properties of a company shall not be nationalized or administratively confiscated.

However, if it’s truly necessary, the State may purchase or requisition the company’s properties.

The company’s founder may sign agreements serving the establishment and operation of the company before or during the establishment process.

When the Enterprise Registration Certificate is granted, the company shall continue performing the rights and obligations under such agreements. And, the parties shall transfer the rights and obligations in accordance with the Civil Code, unless agreed otherwise.

In case the Enterprise Registration Certificate is not granted, the persons who made such an agreement are responsible for their execution. Any other participants in the company establishment are also responsible for the execution of these agreements.

The founders can authorize the others to perform their rights and obligations in the company, and the authorization must be in writing. Such document should contain compulsory contents as prescribed by law and it is only valid from receiving date of the company. The number of representatives depends on the ownership ratio of the charter capital unless otherwise provided by the Charter. In addition, the representative must meet conditions according to laws.

When having any change of information, the company should register or notify changes in contents of enterprise registration. Registration or notification of changes shall depend on which types of contents are changed.

(i) Registration of changes enterprise registration certificate’s contents shall applicable for cases as follows:

• Name of enterprise and enterprise code;
• Address of head office;
• Member, legal representative’s information; enterprise’s information;
• Charter capital of the company; or invested capital of sole proprietorship.

(ii) Notification for the enterprise registration for such content changes below:

• Business lines;
• The founding shareholder, foreign shareholder for joint-stock company, except for listed company;
• Other contents in the enterprise registration dossier.

Of note, within 10 days from changing the date, the company has responsibility for registering or notifying changes of enterprise registration’s contents.

A company, in compliance with provisions of law, can establish its affiliates in either one or more forms as follows :

• Branch: a dependent unit that performs some or all functions of the company, including authorized representative. The business lines of a branch shall match those of the company.
• Representative office: a dependent unit that acts as the company’s authorized representative to represent and protect the company’s interests. A representative office cannot do such business.
• Business location: the place where the company carries on specific business activities.

Depending on the legal type of subsidiary, the parent company has certain limitations according to law. Specifically, the parent company can only interfere in the subsidiary within the scope of its ownership. Otherwise, such parent company must compensate and take responsibility for damages, if any.

There are 04 ways for a company to re-organize its business, which are as follows:

• Full division: the company divides its assets, rights, obligations, and members/ shareholders to establish two or more new companies.
• Partial division: the company transfers part of its assets, rights, obligations, or members/ shareholders to one or some new companies. This is done without ceasing the existence of the divided company.
• Merger: two or more companies join together to establish a new company. After then, the companies shall cease to exist.
• Acquisition: one or some companies transfer all of their assets, rights, obligations, and lawful interests to another company. After then, those companies before such acquisition shall cease to exist.

The founders could convert the type of company, however, not all types of companies are convertible. Followings are 4 cases that company is convertible:

1. A limited liability company becomes a joint-stock company;
2. A joint-stock company becomes a single-member limited liability company;
3. A joint-stock company becomes a multiple-member limited liability company;
4. A sole proprietorship becomes a limited liability company, joint-stock company, or partnership.

The company’s business shall stop when:

• The company suspend or terminate its operations by sending a written notification to the business registration authority ;
• There are suspension or termination requests from the business registration authority or other competent authorities ;
• The company is dissolved in accordance with provisions of law; and
• The company goes into bankruptcy due to insolvency.

An employee has the rights to:

• Work; freely choose job, workplace, occupation, occupational training, occupational development; suffer no discrimination, forced labor and sexual harassment in the workplace;
• Receive a salary commensurate which is commensurate with their occupational skills and knowledge on the basis of an agreement reached with the employer; have personal protective equipment and work in an safe and healthy working environment; take leaves, annual paid leaves and receive collective welfare benefits;
• Establish, participate and operate in representative organization of employees, occupational organization and other organizations prescribed by laws; request and participate in labor dialogues, implementation of democracy policies and collective bargaining with the employer, receive consultancy at the workplace to protect their legitimate rights and benefits; participate in management activities according to the employer’s regulations;
• Refuse to work if there are chances directly threatening their life or health while working;
• Unilaterally terminate the labor contract;
• Strike; and
• Other rights prescribed by laws.

An employee has the obligations to:

• Perform the labor contract, collective bargaining agreement and other lawful agreements;
• Obey labor disciplinary regulations, internal labor regulations; comply with the management, administration and supervision by the employer; and
• Implement regulations of laws on labor and related laws.

Yes, (s)he can.

The employee must provide their truthful information about educational level, occupational skills and qualifications, health and other issues directly related to requirements set out in the labor contracts by the employer.

A labor contract can be signed in hard copies or electronics form. Only labor contract with the term less than 01-month can be made verbally.

There are 2 types of contract, including indefinite-term labor contract and definite-term labor contract with the maximum of 36-month-period from the date of labor contract.

A labor contract is an agreement between an employee and an employer on a paid job, salary, working conditions, and the rights and obligations of each party in the labor relations.

An employer has the rights to:

• Recruit, arrange, manage, administrate and supervise employees; to reward and deal with breaches of labor disciplines;
• Establish, participate and operate in representative organization of employers, occupational organization and other organizations prescribed by laws;
• Request the representative organization of employees to negotiate for the purpose of signing the collective bargaining agreement; participate in settlement of labor disputes and strikes; discuss with the representative organization of employees about issues related to labor relations and improvement of the material and spiritual lives of employees;
• Temporarily close the workplace; and
• Other rights prescribed by laws.

An employer has the obligations to:

• Perform the labor contract, collective bargaining agreement and other lawful agreements;
• Respect the honor and dignity of employees;
• Establish a mechanism for and hold dialogue with the employees and the representative organization of employees; implement the regulations on democracy;
• Train, re-train, develop the occupational profession and skills to maintain, convert the work and job for employees;
• Implement regulations of laws on labor and related laws; and
• Participate in development of the national occupational standards; evaluate and recognize of employees’ professional skills.

Acts are illegal when entering a labor contract:

• To keep the employee’s original identification documents, degrees and certificates;
• To request the employee to make a deposit in cash or asset to guarantee his/her compliance with the employment contract; and
• To force the employee to perform the labor contract for paying debt to the employer.

A labor contract shall have the following major contents:

• Personal information for employers and employees;
• Work, the place and time of work;
• Duration of the employment contract;
• Payroll and related issues;
• Working conditions and protection;
• Social and others insurance.

A labor contract takes effect from the date the parties sign in the contract if there is no other agreement by both parties or prescribed by laws.

No, it is not.

The parties shall negotiate the salary during probationary period, but such salary must not be lower than 85% of the salary for the official job.

The probation period shall be negotiated by the parties. Such period is only applicable for once per job and shall not exceed:

• 180 days for manager positions;
• 60 days for the position required the college degree and upper;
• 30 days for the position of vocational degree, technical workers, professional employees;
• 6 working days for the other jobs.

At the end of the probation period, the employer shall inform the employee of the probation result:

• In case the result is satisfied with the job requirements, the parties shall:

1. 1. Sign a labor contract if there is only probation contract before; or
   2. Continue to perform the labor contract if the probation is agreed in such contract.

• If the result is not satisfied with the job requirements, the employer may terminate the signed labor contract or the probation contract.

Yes, it can.

The employer can temporarily assign the employee to another job in some special case as following but not exceeding 60 cumulative working days in 01 year:

1. Sudden difficulties such as natural disasters, fire, epidemics;
2. Implement of preventive and remedial measures for occupational accidents or diseases, electricity and water supply failures; or
3. For reasons of business and production demands.

Of note, before assigning the employee, the employer must send a prior notice to the employee at least 03 working days.

A labor contract shall be suspended in 8 following circumstances:

1. The employee is conscripted into the army or militia;
2. The employee is held in custody or detention in accordance with the criminal procedure law;
3. The employee is sent to a reformatory school, drug rehabilitation center or correctional facility;
4. The pregnant employee has confirmation from a competent health facility that if she continues to work, it may adversely affect her pregnancy;
5. The employee is promoted as the executive of a wholly state-owned single-member limited liability company;
6. The employee is authorized to perform rights and obligations of the state owner representative for state capital in enterprise;
7. The employee is authorized to perform rights and obligations for contributed capital of the enterprise invested in another enterprise;
8. Other circumstances as agreed by both parties.

During the performance of labor contract, if a party wants to amend or supplement contract, such the party must notify the other party at least 03 working days in advance on amending or supplement contents. In case both parties agreed with such contents, signing an appendix or new labor contract shall represent for amendment or supplement. Otherwise, both parties continue the signed labor contract.

By law, there are 13 cases that a labor contract terminates:

1. Labor contract expires, except for case the labor contract with a member of the management board representative organizations of employees at facility expires before the end of his/her term of office, the contract shall be extended until the end of the term of office;
2. Tasks stated in labor contract have been completed;
3. Both parties agree to terminate labor contract;
4. The employee is sentenced to imprisonment without being eligible for suspension sentence or release as prescribed by the Criminal Procedure Code, death sentence, or is prohibited from performing the work stated in the labor contract by an effective verdict or judgment of the Court;
5. The foreign employee working in Vietnam is expelled by an effective verdict or judgment of the Court or a decision of a competent authority;
6. The employee dies; or being declared by the court as has lost the capacity of civil acts, missing or dead;
7. The employer dies, or being declared by the court as has lost the capacity of civil acts, missing or dead for individual; or terminates operation, does not have a legal representative or a person authorized to exercise the legal representative’s rights and obligations for organization;
8. The employee is dismissed for disciplinary reasons;
9. The employee unilaterally terminates the labor contract in accordance with law;
10. The employer unilaterally terminates the labor contract in accordance with law;
11. The employer allows the employee to resign in case of changing in structure, technology or for economic reasons, or restructure the enterprise;
12. The work permit or a foreign employee expires; or
13. The employee fails to perform his/her tasks during the probationary period under the labor contract or a party cancels the probation agreement.

Yes, (s)he will. The employee has not taken or not entirely taken up his/her annual leave shall be paid for the untaken leave days due to employment termination, redundancy.

Employees will be able to leave job but still receive their full salary in 02 circumstances:

1. Annual leave: Employees who have been working for an employer for 12 months shall have annual leave as follows:
   • 12 working days (in normal working conditions);
   • 14 working days for employees that are minors, the disabled, employees who do hard, toxic or dangerous work;
   • 16 working days for employees who do highly hard, toxic or dangerous work.
2. Holidays: Vietnam has 12 holidays that employees will be entitled to fully paid days off. Moreover, foreign employees can leave job with full salary 01 day in their traditional public holiday and 01 day in their National Day.

No, (s)he cannot. The employer can request employees work overtime if they agree to work.

Normal working hours shall not exceed 08 hours per day and 48 hours per week. The employer regulates working time by day or week and must notify employees. In case of determining working time by week, it shall not exceed 10 hours per day and 48 hours per week.

Bonus is a amount that the employer will pay based on result of production and business, and work completion of employees. The employer should decide and make a bonus regulation publicly announced at the workplace.

The Government shall regulate the wage unit depending on each period that are the minimum salary that an employer can pay, and now it is (under Decree No. 90/2019/ND-CP):

1. VND4,420,000 per month for enterprise located in region I;
2. VND3,920,000 per month for enterprise located in region II;
3. VND3,430,000 per month for enterprise located in region III; and
4. VND3,070,000 per month for enterprise located in region IV.

Of note, above minimum salary applies for employee who works under normal working conditions, ensure the required monthly working hours and has fulfilled the predetermined labor productivity norm or agreed-upon duties. In case work requires employee has been training, or apprenticed, he/ she will be paid at least 7% higher than region-based minimum salary.

Overtime payment bases on the wage unit or actual salary of work as follows:

1. At least 150% on normal days;
2. At least 200% on weekly days off; and
3. At least 300% on public holidays or paid leave, not including the daily salary during the public holidays or paid leave for employees receiving daily salaries.

In addition, in case of working overtime at night, employee is also paid 20% of the salary calculated according to the wage unit or the salary according to the work on a normal working days, weekly days off, public holidays, or New Year holidays.

Yes, (s)he is. Salary for employee during the vocational training period depends on agreement between employee and employer and this is a compulsory content in vocational training contract. In case an apprentice or trainee directly performs or participates in performance of the work, (s)he can be paid a salary.

The costs of vocational training include:

1. Payments for trainers, training materials, training locations, equipment, practice materials;
2. Other supportive expenses for the trainee; and
3. Salary, social insurance, health insurance and unemployment insurance paid for the trainee during the training period.

In case the employee receives the training overseas, the training costs also include the travelling and living expenses during the training period.

The vocational training contract has following main contents:

1. The occupation in which training is provided;
2. Location, time of training and salary for the training period;
3. The work commitment period after training;
4. The training costs and responsibility for reimbursement such costs;
5. Responsibilities of the employer; and
6. Responsibilities of the employee.

The maximum duration of apprenticeship is 03 months.

Vocational training contract shall be made in writing in case employee is provided with advanced training or retraining in country or abroad from fund of employer, including sponsorship from the employer’s partner. Such contract must be into 02 copies, each party kept one.

Employee’s termination of labor contract is illegal when (s)he informs about the termination of contract not in accordance with period prescribed by law. In this case, the employer has right to ask the employee pays a half of month’s salary in accordance with labor contract plus an amount equal to salary for not prior notice days, and repayment of training fee for compensation. Also, the employee shall not be paid severance allowance in this case.

Employer terminates labor contract illegally when employer terminates without prior notice or notifies not compliance with regulations and reasons of termination is not in cases allowed by law; or terminates in prohibited cases. Suffering an illegal termination, the employee shall be reinstated; paid salary, social and health insurance for not working time; at least 02 months’ salary; other allowances depending on specific case or an amount equal to salary for not prior notice days (if the employer violates this obligation).

There are 03 cases that employer cannot terminate labor contract, including:

1. The employee is suffering from an illness or work accident, occupational disease and is being treated or nursed under the decision of a competent health institution;
2. The employee is on annual leave, personal leave, or any other types of leave permitted by the employer; and
3. The employee is pregnant; on maternal leave or raising a child under 12 months of age.

Yes, (s)he can, but in some specific cases as allowed by the law.

Yes, it does. Both parties in labor contract have right to unilaterally terminate the labor contract in specific cases.

Employee can terminate contract without any reason as long as he/she notify employer in advance as prescribed by law, or in some special cases he/ she does not need to send a prior notice.

Employer must meet the following conditions when unilaterally terminating labor contract:

(i) Having a specific reason in accordance with law;

(ii) Not in cases not allowed by law; and

(iii) Notifying employee in advance as prescribed.

When terminate labor contract, both parties must take responsibility for pay full of amount related to each party within 14-30days from terminating date. The employee has responsibility for:

1. Completing confirmation procedure of contributing period for social insurance, unemployment insurance, and returning original of other documents of employee, if any; and
2. Providing copies of documents related to working process at the request of employee.

There are 04 forms/measures of disciplinary according to Labor Code 2019, which are:

1. Reprimand.
2. Deferment of pay rise time for up to 6 months.
3. Demotion.
4. Dismissal.

No, (s)he cannot.

An employee can be applied a labor discipline disciplined when committing an act violating against internal labor regulations or labor laws and the following conditions are satisfied:

1. The employer is able to prove the employee’s fault;
2. There is the participation of the representative organization of employees which the employee is a member of;
3. The employee is physically present and has the right to defend himself, request a lawyer or the representative organization of employees to defend him; if the employee is under 15 years of age, his legal representative must participate in; and
4. The disciplinary process is recorded in writing.

An employee shall be dismissed in these following circumstances:

1. Comitting an act of theft, embezzlement, gambling, deliberate infliction of injury or using drug at the workplace;
2. Disclosing technological or business secrets, or infringing the intellectual property rights of the employer, or committing acts which are seriously detrimental or posing seriously detrimental threat to the assets or interests of the employer, or commiting sexual harassment in the workplace against the internal labor regulations;
3. Repeating a violation when he/she is being disciplined by deferring pay rise time or demotion and has not been absolved; or
4. Arbitrarily quitting work for an accumulated period of 05 days in 30 days or 20 days in 365 days from the first day he/she not going to work without reasonable excuses.

Reasonable excuses as prescribed include natural disasters, fires, the employee or his/her family member sufferring from illness with a certification by a competent health facility, and other reasons as stipulated in the internal labor regulations.

The procedure for applying labor discipline to employees shall be implemented strictly as follows:

1. Time limit a disciplinary process is 06 months, or 12 months if the violation is directly related to finance, assets, technological or business secrets of the employer;
2. The employer is able to prove the employee’s fault;
3. There is the participation of the representative organization of employees which the employee is a member of;
4. The employee is physically present and has the right to defend himself, request a lawyer or the representative organization of employees to defend him; if the employee is under 15 years of age, his legal representative must participate in; and
5. The disciplinary process is recorded in writing.

To employ a foreign employee, the employer has to apply for a work permit for such foreigner and ensure to satisfy these following requirements:

1. Only employ foreigners to hold positions of managers, executive directors, specialists and technical workers the professional requirements for which cannot be met by Vietnamese workers; and
2. Explain the recruitment of such foreign employee to get a written approval from competent authorities.

To work in Vietnam, a foreign employee must fully satisfy the conditions as follows:

1. Being at least 18 years old and has full legal capacity;
2. Having qualifications, occupational skills, practical experience and adequate health as prescribed by the Minister of Health;
3. Not presently serving a sentence, having an unspent conviction, undergoing criminal prosecution under laws of his/her home country or of Vietnam;
4. Having a work permit granted by a competent authority of Vietnam, except for cases not to have work permits of Labor Code.

A foreigner can work in Vietnam without a work permit if (s)he:

1. Being the owner or capital contributor of a limited liability company with a capital contribution value conformable with regulations of the Government.
2. Being the Chairman or a member of the Board of Directors of a joint-stock company with a capital contribution value conformable with regulations of the Government.
3. Being the Chief of a representative office, project or the person in charge of the operation of an international organization or a foreign non-governmental organization in Vietnam.
4. Entering Vietnam for a period of less than 03 months to do marketing of a service.
5. Entering Vietnam for a period of less than 03 months to resolve complicated technical or technological issues. Such issues must be considered to affect or threaten to affect business operation and impossible to be resolved by Vietnamese experts or other foreign experts currently in Vietnam.
6. Being a foreign lawyer who has been granted a lawyer’s practising certificate in Vietnam.
7. Being one of the cases specified in an international treaty to which Vietnam is a member.
8. Getting married with a Vietnamese citizen and wishes to reside in Vietnam.
9. Other circumstances specified by the Government.

A work permit is valid for maximum 02 years. In addition, the duration of it can be extended but only one time for no more than 02 years.

When a dispute arises, an employee can protect his rights by:

1. Participating in labor dispute mediation by a labor mediator;
2. Requesting the Labor Arbitration Council to settle the dispute; or
3. Requesting the People’s Court to settle the dispute.

Mediation is a priority method when settling labor disputes between two parties. However, it is not a must that every dispute settlement have to go through a mediation according to Labor Code. In these following cases, mediation is not mandatory:

1. Disputes over dismissal for disciplinary reasons or unilateral termination of employment contracts;
2. Disputes over damages and allowances upon termination of employment contracts;
3. Disputes between a domestic worker and his employer;
4. Disputes over social insurance, health insurance, unemployment insurance, insurance for occupational accidents and occupational disease in accordance with laws;
5. Disputes over damages between an employee and organization sending the employee to work overseas under a contract; and
6. Disputes between the leased employee and the employer’s client.

Depending on the type of disputes, the following agencies, organizations and individuals have the competence to settle labor disputes:

(i) Labor mediators;

(ii) Labor Arbitration Councils;

(iii) The People’s Court.

A trade union is an internal representative organization of employees which is voluntarily established by employees of an employer. The main purpose of it is to protect the employees’ legitimate rights and interests in labor relations.

Establishment of a trade union is based on the voluntary, wishes and rights of employees. Thus, it is not compulsory to establish a trade union in every enterprise or organization.

The obligations of the employer to the grassroot trade union are as follows:

(i) Not obstructing the employees from lawfully establishing, joining and participate in activities of the trade union.

(ii) Recognizing and respecting the rights of the lawfully established trade union.

(iii) Entering into a written agreement with the management board of the trade union when unilaterally terminating the labor contract, reassigning or dismissing as a disciplinary to an employee who is a member of the management board.

(iv) Deferring the employment contract with a member of the management board which expires before the end of his/her term of office, the contract shall be extended until the end of his/her term of office.

(v) Other obligations prescribed by law.

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