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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PART XII

IMMIGRATION ISSUES

In recent years, in order to facility, and thus encouraging, foreign investment, immigration rules of Vietnam have been opened and simplifier much more as compared with that in the past.

1. Visa

In general, foreign nationals entering Vietnam are required to have:

- a passport or a passport equivalent papers, and ;
- an entry visa issued by the competent authority of Vietnam unless being exempt of an entry visa.

Unless being exempted of a visa and before entering into Vietnam, a foreign investor must apply for a visa at the Vietnamese embassy or consulate where he/she permanently resides. An investor who enters Vietnam to run projects pursuant to an Investment Certificate or cooperative contracts with Vietnamese bodies or organizations will be granted a single- or multi-entry visa valid for no more than twelve (12) months and his visa cannot be extended.

Visa exemption will be available in the certain residence duration for citizens from Japan, Korea, Russia and some countries in Northern Europe (Sweden, Norway, Denmark and Finland) as well as citizens from ASEAN and other countries under bilateral treaties. In addition, APEC businessmen granted ABTC (APEC Business Travel Card) are exempted from getting a visa when enter and exit Vietnam within a three-year period of the validity of ABTC.

ABTC is granted to businessmen who are citizens of APEC nations and territories participating in the APEC Business Travel Card (ABTC) scheme. Those who obtain ABTC and valid passport will not be required for visa under duration of ninety (90) days whenever enter Vietnam.

a. Temporary residence card

When residing in Vietnam from one (01) year or more, investors in the following cases will be granted residence card if they are:

• Members of limited liability company with two members or more;
• The owners of one member limited liability companies;
• Members of the board of management of joint-stock companies, or
• Having the work permit under the Vietnamese Labor Law;

In addition, their accompanying next of kin (father, mother, wife, husband or children under age 18) also will be granted residence cards.

The residence card is valid for one (01) to three (03) years. The term of card depends on the validity term of a passport or that of a work permit (the residence card is not granted to those whose passport’s remaining validity is of less than one (01) year.

Residence card holders are exempted of a visa when entering Vietnam.

b. Permanent residence card:

Under one of the following circumstances, a foreigner temporarily residing in Vietnam shall be considered for the grant of a permanent residence card: people who have struggled for freedom and national independence, for socialism, for democracy and peace or for the science purposes, but have been subject to suppression; having meritorious contributions to the cause of building and defending the Vietnamese Fatherland; as spouses, children, parents of Vietnamese citizens residing in Vietnam.

Permanent residence card holders are exempted of a visa when entering and exiting Vietnam. The permanent residence card must be produced to the competent exit and entry agency every three (03) years. The permanent residence card shall be withdrawn or cancelled when the card holders reside offshore or are expelled.

2. Registration of residence

Foreigners entering Vietnam must register their residence purposes, duration and resident addresses in Vietnam with the competent agencies of Vietnam.

The registration of residence shall be directly carried out by foreigners or by agencies, organizations and individuals who invited those foreigners to come into Vietnam or by the host/hostess, or their accompanying next of kin with the Department of Immigration or the police of the ward of the temporary residence in accordance with the applicable laws.

PREFACE

PART I. INVESTMENT LEGISLATION IN VIETNAM

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

PART III. MERGER AND ACQUISITION IN VIETNAM

PART IV. INTELLECTUAL PROPERTY LAW AND TECHNOLOGY TRANSFER

PART V. LABOR

PART VI. BANKRUPTCY OF ENTERPRISE

PART VII. COMPETITION

PART VIII. TAXATION

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

PART X. FINANCIAL SERVICES

PART XI. DISPUTE RESOLUTION

PART XII. IMMIGRATION ISSUES

INDEX 1. DOUBLE TAX AVOIDANCE AGREEMENT ENTERED BY VIETNAM

INDEX 2. DOUBLE TAX AVOIDANCE AGREEMENT ENTERED BY VIETNAM

INDEX 3. FINANCIAL SERVICE MARKET

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