Luat Viet

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Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member?
Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws?
Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife?

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Disclaimer: This booklet is designed for general information only. The information contained there should not be construed to be our legal advice or the formation of a lawyer/client relationship. Persons reading this are encouraged to seek lawyers for advice regarding their legal issues.

PREFACE

- A - INVESTMENT FORMS
  - 1. Direct investment
  - 2. Indirect investment
  - 3. Representative Office and Branch
- B. INVESTMENT LICENSING PROCEDURES
  - 1. Procedures for obtaining Investment Certificate
  - 2. Application file for issuance of Investment Certificate
  - 3. Licensing body
  - 4. Time limit for issuance of Investment Certificate
- C. ENTERPRISE FORMS
  - 1. Limited Liability Company
  - 2.Joint-stock Company
  - 3.Partnership
  - 4.Private Enterprises
  - 5.Cooperatives
  - 6.Procedures for registration of enterprise establishment

PART II. ROADMAP OF OPENING VIETNAM SERVICE MARKET UNDER WTO COMMITMENTS

- 1. Business services
- 2. Distribution services
- 3. Financial services
- 4. Transportation service
- 5. Communications services
- 6. Educational services
- 7. Environment services
- 8. Tourism and travel related services
- 9. Construction and related engineering services
- 10. Health related and social services
- 11. Recreational, cultural and sporting services

PART III. MERGER AND ACQUISITION IN VIETNAM

- 1. Introduction
- 2. Notes to foreign investors
- 3. Economic concentrations

PART IV. INTELLECTUAL PROPERTY LAW AND TECHNOLOGY TRANSFER

- 1. IP Rights Establishment for typical subjects
- 2.IP Rights Licensing and Technology Transfer

PART V. INTELLECTUAL PROPERTY LAW AND TECHNOLOGY TRANSFER

- 1. Recruitment
- 2. Labor contract
- 3. Work permit
- 4. Collective agreement
- 5. Internal labor regulation
- 6. Trade union
- 7. Labor disciplines
- 8.Wage
- 9. Certain financial obligations of employer
- 10. Labor dispute

PART VI. BANKRUPTCY OF ENTERPRISE

- 1. Application for opening bankruptcy procedures
- 2. Application Reception and Procedures at Court
- 3. The property management and liquidation team (Receiver)
- 4. Business activities allowable during bankruptcy procedures
- 5. Creditors’ Conferences and Business Reorganization
- 6. Liquidation
- 7. Bankruptcy Decision

PART VII. COMPETITION

- 1. Restraint of competition
- 2. Unfair competition

PART VIII. TAXATION

- 1. Corporate Income Tax (“CIT”)
- 2. Value Added Tax (“VAT”)
- 3. Foreign Contractor Tax
- 4. Tax on transfer of capital and/or securities
- 5. Import – Export Duties
- 6. Special Sales Tax (“SST’)
- 7. Natural Resources Tax
- 8. Personal Income Tax (“PIT”)
- 9. License Tax
- 10. Stamp Duty

PART IX. THE LAW ON LAND, REAL ESTATE AND CONSTRUCTION

- 1. Law on land
- 2. Law on real estate
- 3. Construction

PART X. FINANCIAL SERVICES

- 1. Banking Institutions and Non-Banking Credit Institutions
- 2. Securities Market
- 3. Insurance Company and Insurance Brokerage Company

PART XI

- 1. The Court of Vietnam – Judicial system and jurisdiction
- 2. Arbitration
- 3. Recognition and enforcement of civil judgments and decisions of the foreign court and foreign arbitral awards in Vietnam
- 4. Coercive enforcement of judgments & decisions of the court and arbitral awards

PART XII

1. Visas
2. Registration of residence