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, immigration rules on entry and residency by foreigners have been relaxed to large extent in order to facilitate investment, work, travel or trade in Vietnam.

1. Visas

In general, foreign nationals entering Vietnam are required to have a passport or lawful personal identification, and an entry visa, unless the visa exemption is available. Unless one is exempted from having a visa, application for issuance of a visa should be made to Vietnamese embassy or consulate having jurisdiction over the place of applicant’s residence. If someone who operates projects under an Investment Certificate or cooperative contracts with Vietnamese authorities or organizations, a single or multiple visas valid for no more than 12 months can be issued. Visa exemptions will be available for:

Citizens from ASEAN, Japan, Korea, Russia and some countries in Northern Europe (Sweden, Norway, Denmark, Poland) are exempted from having a visa when entering Vietnam for less than certain period of time.
APEC Card: business persons who participate in the Business Travel Card (ABTC) programme will not be required for a visa when enter, exit or transit into Vietnam. Those who obtain ABTC card (the card issuing for business persons who are citizens of APEC members participating in the Asia-Pacific Economic Co-operation's (APEC) Business Travel Card (ABTC) programme) will not be required for visa under duration of 90 days when enter into Vietnam.

a. Vietnam long-term
residence card

When residing in Vietnam from one year or more, people 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 Vietnamese labor law.
In addition, their accompanying next of kin (father, mother, wife, husband or children under age 18) also will be granted for residence cards.

The residence card will have certain duration from one to three years. Term of card will be relied on duration of passport or work permit (non-granted for person holding passport with term under 1 year).
Holders of the residence card are exempted from having a visa when entering Vietnam.

b.Permanent residence card

Foreigners temporarily residing in Vietnam under one of the following circumstances shall be considered to grant for permanent residence card:

People who have struggled for freedom and national independence, for socialism, for democracy and peace or for the cause of science, but have been subject to suppression;
Having meritorious contributions to the cause of building and defending the Vietnamese Fatherland;
As spouses, offspring, parents of Vietnamese citizens residing in Vietnam.

Holders of permanent residence card are exempted from visa when entering, exiting Vietnam. The permanent residence card shall be withdrawn or cancelled when the card bearers leave for permanent residence in other countries or are expelled.

2.Registration of residence

Foreigners on entry must register their residence purposes, duration and addresses in Vietnam to the competent agencies of Vietnam.
Residence declaration and report shall be directly carried out by the foreign nationals or by agencies, organizations and individuals that invited those foreigners into Vietnam or by the host/hostess, or their accompanying next of kin. The above procedure will be conducted at the competent exit and entry management agencies, or at the municipal stations of public security where foreigners are temporarily residing, as stipulated by law.

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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