Music or movies on-demand streaming or webcast in Vietnam

Online streaming or providing webcast of music or movies starts becoming popular in Vietnam. This could raise some interesting points from copyright law perspective. A broadcaster under the Intellectual Property Law may broadcast music without obtaining approval of the relevant right holders as long as the broadcaster pay certain royalty fees to the copyright holder. It is not clear if a provider of online streaming or webcast of music or movies could qualify as a broadcaster under the Intellectual Property Law. This is because:

  • “Broadcasting” is defined as the transmission of sound or image or both sound and image of a work, performance, audio and visual recording or broadcast to the public by wireless or landline means including satellite transmission, in such a way that the public may access such work from any place and time the public select. It is not clear if the delivery of a musical recording through the internet could qualify as the transmission of a recording by wireless or landline means. The Intellectual Property Law seems to distinguish the internet from wireless or landline means. However, Decree 100 seems to consider the internet as a part of wireless or landline means; and

  • Broadcasting organisation is defined as the organisation which initiates and carries out broadcasting. In the case of on-demand music service, it is not clear whether the service provider or the end-user could be considered as the organisation which initiates the broadcast.

Applicability of Vietnamese Internet Regulations to foreign website

An offshore website may be subject to Vietnamese internet regulations in certain cases. In particular,

  • under Decree 72/2013, foreign organizations and individuals must comply with applicable Vietnamese laws in case public information provided by such foreign organizations and individuals involve users in Vietnam or access from Vietnam.  Public information is defined as information which is stored, transmitted, collected and processed via the network and made public to all entities without the need to identify specific name or address of such entities; and
  • an offshore website which provides a platform to connect Vietnamese users or to allow Vietnamese users to share information may be subject to regulations on social network in Vietnam. 

Privacy law in Vietnam – Website users’ information

Users’ information as personal information

Under Vietnamese laws, users’ information such as names, email addresses, passwords and date of birth could be classified as “personal information” (thông tin cá nhân). In particular,

(a)          Under Decree 72/2013, personal information is defined as information  which  is  attached  to  the  identification  of  the  identity  and personal  details  of  an  individual  including name,  age,  address,  people's  identity  card  number, telephone number, email address and other information as stipulated by law;

(b)          Under Circular 25/2010,  personal information means information sufficient to precisely identify an individual, which includes at least one of the following details: full name, birth date, occupation, title, contact address, email address, telephone number, identity card number and passport number. Information of personal privacy includes health record, tax payment record, social insurance card number, credit card number and other personal secrets.  Circular 25 applies to the collection and use of personal information by websites operated by Vietnamese Government authorities. Circular 25 is not directly applicable to the collection and use of personal information by websites operated by non-Government entities. However, the provisions of Circular 25 could be applied by analogy. In addition, it is likely that a non-Government entity will be subject to the same or more stringent standards than those applicable to a Government entity; and

(c)           Under Decree 52/2013,  personal information is information contributing to identifying a particular individual, including his/her name, age, home address, phone number, medical information, account number, information on personal payment transactions and other information that the individual wishes to keep confidential, excluding work contact information and other information that the individual himself/herself has published in the mass media.   

Users’ information as “secret of private life”

The Civil Code provides that an individual’s rights to “secrets of his/her private life” (bí mật đời tư) must be respected and shall be protected by law”. The Civil Code does not define what constitutes a secret of private life. However the following provisions may shed some lights on the meaning of secret of private life:

(a)          Decree 185/2013  defines “personal secrets” of a consumer to mean information pertaining to personal consumers in which consumers or relevant organizations or individuals have applied security measures, if such information is disclosed or used without their prior consents, such disclosure or use will cause negative effects on their health, lives, properties or other physical or mental damages to consumers.

(b)          Decree 52/2013 seems to suggest personal secrets to mean personal information that the relevant person wishes to keep confidential; and            

(c)           Circular 25/2010 considers health record, tax payment record, social insurance card number, credit card number and other personal secrets to be personal secrets.

In addition, in Vietnamese, the word “secrets” (bí mật) is usually understood as something which is being kept confidential and which is not disclosed to outsiders.  The word “private life” (đời tư) is usually understood as something that relates to one person only rather than things that are public or known to others.

In light of the above, if the user does not take measures to keep his user’s information confidential then such information may arguably not be regarded as “secrets of private life”. If this were the case, they would not be subject to the protection conferred by Article 38.1 of the Civil Code. In practice, other than passwords, an individual generally does not keep his/her name, email addresses or, except for very limited circumstances, date of birth confidential. Therefore, in general, passwords could be considered as secret of private life.

Users’ information as State secret

The Ordinance on State Secrets  defines State secrets as “information on cases, affairs, documents, objects, venues, time, speech, carrying important contents in the fields of politics, national defense, security, external affairs, economy, science, technology and other fields, which the State does not publicize or has not yet publicized and the disclosure of which will cause harm to the State of the Socialist Republic of Vietnam”. The definition of State secrets is very broad and general may cover certain personal information of certain individuals. For example,

(a)          unpublished details of high ranking State and political leaders may be regarded as “top secrets”; 

(b)          “information concerning deposits and other deposited property of customers at credit institutions”, and “customer codes used for identifying individual payment cards of the payment card users, credit cards and other types of cards used in banking operations; and passwords of computer users for remote access systems in banking sectors may be regarded as secret;  and

(c)           personal data of various State officials (especially those at high level positions or those working in sensitive sectors or organizations) may be regarded as secret.

Therefore, in theory, in certain limited scenario, website users’ information collected by a website operator may constitute State secret under Vietnamese law.

Control of Social Networks in Vietnam

Under Decree 72/2013, a “social network” is broadly defined as an information system that provides its users with such services as storage, provision, use, search, sharing and exchange of information, including the services of creating private websites, forums, online chat, audio and video sharing, and other similar services. The definition of a social network under Vietnamese law may include not only standard social networks such as Facebook or Google+ but also any other internet based service which allows exchange of information among its users  (e.g. online messaging or file sharing).

Under Decree 72/2013, a social network is subject to an establishment licence issued by the Ministry of Information and Communication (MIC). In order to obtain an establishment licence for a social network, an organisation may have to establish a subsidiary in Vietnam and maintain at least one server system in Vietnam for the purpose of inspection, supervision, storage and provision of information pursuant to MIC’s regulations. 

Vietnam Business Law Blog

When companies think about data protection, they usually focus on “visible” data like names, email addresses, or bank details. However, there is a hidden layer called metadata - essentially “data about data” - that often gets ignored.

Under Vietnam’s new personal data protection rules, overlooking metadata is a major risk. If metadata can be used to identify a specific person, it falls under the same strict rules as regular personal data.

What is Metadata? The “Digital Footprint”

Metadata is information that describes the context of a file or a message rather than the content itself. Even if you remove a person’s name from a file, the metadata can still point directly to them.

Vietnam is currently at a pivotal stage of infrastructure modernization. To meet the immense demand for capital, the State has moved to revitalize private sector participation, most notably through the “Build – Transfer” (BT) model.

In a typical BT arrangement, a private investor finances and constructs an infrastructure project, then transfers it to the State upon completion. In return, the State “pays” the investor with land funds, allowing them to develop a “reciprocal project” (dự án đối ứng) to recover their capital and generate profit. While this mechanism is essential to stimulate private sector participation, the recent new legal framework for BT projects may raise significant concern regarding the land access privileges granted to BT investors compared to their counterparts in the general real estate market. In particular,

The recently issued Case Law No. 81/2024/AL (CL 81) introduces a precedent that allows creditors to bypass the standard statute of limitations by re-characterizing an unpaid contractual debt as a property reclamation claim upon the mutual termination of the contract and an agreement on the payable amount. Below are a few of our observations regarding CL 81.

Summary of the Case

The dispute originated from a service contract between Company M (the Service Provider) and Company A (the Client). After the Service Provider performed its services, the parties mutually agreed to terminate the contract. Subsequently, the Client explicitly confirmed in writing the specific amount of the service fee it owed to the Service Provider and the late payment interest but ultimately failed to make the payment. When the Service Provider filed a lawsuit to recover the unpaid amount, the Client requested the court to dismiss the case, arguing that the 3-year statute of limitations for a contractual dispute had already expired.

For investors in Vietnam, "contributing capital" to a company can mean two very different things: becoming a legal owner (member/shareholder of a company) or simply being a business partner. A recent case law no. 78/2025/AL clarifies this distinction and indicates that several pieces of evidence may be considered to prove company member/shareholder status.

Case Summary

In this dispute, Mr. H, the plaintiff, provided significant funds to D Limited Liability Company, which was managed by his relatives. Although Mr. H received the profit distribution for over a decade and signed minutes acknowledging his contribution, Mr. H was never officially recorded as a member of the company in the enterprise registration certificates (ERC) or the company’s charter.

When partnering with government agencies (G2B), the risks often come from policy changes and the adoption of new legislation, causing obstacles, delays, and payment backlogs in PPP contracts (especially BT contracts). Following the establishment of Steering Committee 751 (Ban Chỉ Đạo 751) to resolve investment projects with pending legal issues, the Government has recently prepared a Resolution Draft (the Draft) to address approximately 160 transitional BT projects still facing legal obstacles (such projects, “Pending BT Project”).

Focusing specifically on Pending BT Projects where land-use rights serve as the State’s payment mechanism, the following analysis highlights critical issues arising from the proposed changes introduced by this Draft:

On 31 December 2025, the Government issued Decree 356/2025 guiding the implementation of the PDPL 2025, which took effect on 1 January 2026. Decree 356/2025 provides critical detailed guidance and, notably, resolves several ambiguities under the PDPL 2025 framework. This post highlights the key takeaways from this new regulation.

1.         Expansion of "sensitive personal data": ID Cards and login credentials

As compared to the Draft PDPL Decree, Decree 356/2025 expands the scope of sensitive personal data to explicitly include:

On 11 December 2025, the National Assembly adopted new investment law (Investment Law 2025). On this blog, we discuss some key changes in the new Investment Law 2025.

Clarification of business investment conditions

The Investment Law 2025 refines the definition of business investment conditions (Điều kiện đầu tư kinh doanh) by introducing an explicit exclusion: these conditions no longer encompass technical standards and regulations issued by competent authorities concerning product or service quality. This addition narrows the scope of what constitutes a "conditional business line", distinguishing administrative market-entry conditions from mere technical product standards.

In a significant move to streamline the execution of the Land Law 2024, the National Assembly of Vietnam recently passed Resolution 254/2025 on specific policies and mechanism to resolve obstacles in implementation of the Land Law 2024. Effective from 1 January 2026, Resolution 254/2025 is intended to apply alongside the Land Law 2024 and prevails in case of conflict. In essence, Resolution 254/2025 could be considered as an amendment to the Land Law 2024.

In this post, we will summarize the key changes introduced under Resolution 254/2025.

1.           Expanded Scope for Land Recovery

Resolution 254/2025 introduces three additional scenarios under which the State may recover land to promote socio-economic development. Specifically, it now includes:

On 18 December 2025, the Vietnamese government issued Decree 323/2025 on the establishment of Vietnam International Financial Center (VIFC). Decree 323/2025 takes effect immediately and provides guidance for Article 8 and 9 of Resolution 222/2025 of the National Assembly on VIFC. In this post, we discuss some interesting points of Decree 323/2025

1. Single or multiple units

The National Assembly intends that VIFC is one single unit. To confirm this intention, Decree 323/2025 provides that VIFC is a unified legal unit (thực thể pháp lý thống nhất in Vietnamese). However, Vietnamese law does not have definition of legal unit (thực thể pháp lý). In addition, this provision of Decree 323/2025 also seems to contradict with Resolution 222/2025 which defines VIFC as an area with defined geographical boundaries.

However, by locating that single unit into two separate location, putting it under management of multiples authorties, and giving each location a different set of priorities, it is doubtful on how the operation of VIFC can be unified. This is evidenced by:

  • The VIFC is oddly named as “Viet Nam International Financial Center in Ho Chi Minh City (VIFC-HCMC) and Viet Nam International Financial Center in Da Nang City (VIFC-DN)” which compries two individual names within one single entity name.

  • The Operating Authority and Supervisory Authority of VIFC have legal person status, which implied that these authorities’ legal responsibility is independent with VIFC’s legal responsibility.

The Law on Artificial Intelligence (AI Law), which was passed by the National Assembly on 10 December 2025, is arguably among the most anticipated pieces of legislation of Vietnam in 2025.

Unfortunately, similar to the Law on Digital Technology Industry, Vietnam’s AI Law still feels like a half-baked legislation, which makes it hard to clearly identifying the key players in the artificial intelligence (AI) value chain. This article would examine several key terminologies under the AI Law.

To retain talent after investing in expensive training, employers often require employees to sign a training contract covering, among other things, work commitment and reimbursement of training costs. In that context, the critical legal question arises if there is a conflict between the provisions of the training contract and the employment contract which of the two will prevail. For example, if an employee exercises their right to terminate the employment contract under the Labor Code, can they disregard the work commitment and avoid reimbursement penalties stipulated in the training contract?

Under Data Law 2024 and the Law on Personal Data Protection 2025 (PDPL 2025), several data-related services, including “personal data processing service” (dịch vụ xử lý dữ liệu cá nhân), personal data protection service (DPO Service), data intermediary service, data trading floor and data synthesis and analysis service (collectively, New Data-Related Services) are now designated as conditional business sectors. The New Data-Related Services (which could include dozen of sub-services) are subject to specific licenses and operational conditions. In the past, data processing or exploitation services in Vietnam were not classified as conditional business lines, allowing providers to operate with limited regulatory prerequisites.

In short, the Government has arguably created (or at least intended to create) more than just a regulatory system; it has established a complex compliance economy. This new framework tethers businesses to a costly ecosystem of mandatory intermediaries, from licensing consultants to training centers and credit rating agencies. To remain operational, enterprises must now absorb the dual burden of initial licensing fees and the recurring costs of maintaining qualified staff and ratings. As these obligations mount, the pressing question remains: will this expensive bureaucracy actually reduce the daily scam calls and messages suffered by Vietnamese citizens, or simply increase the cost of doing business?

We are still waiting for the official Decree guiding the Corporate Income Tax Law 2025 (CIT Law 2025). However, the New Draft Decree of the Government dated 5 September 2025 (New Draft Decree) and the Official Letter 4685 of the Tax Department dated 29 October 2025 (Official Letter 4685) provide critical updates.

For foreign investors, the rules for selling capital in Vietnam are shifting. The new rules broaden the tax scope while offering potential - though ambiguous - exemptions. Below is our analysis of the key changes.

1.           Clarifying the Scope: Direct vs. Indirect Transfers

In our previous post, we highlighted the uncertainty regarding whether “indirect transfers” (selling the offshore parent) and “direct transfers” (selling the Vietnam entity) would be taxed differently. The previous Draft Decree was ambiguous, applying the 2% revenue tax rate only to transactions where the owner “does not directly manage the business.” This implied that direct transfers might face a different tax rate.

The New Draft Decree resolves this uncertainty with two key changes:

·       Unified Tax Treatment: Article 3.3 of the New Draft Decree explicitly states that taxable income for foreign companies includes income from capital transfers, whether direct or indirect. This confirms a unified approach: whether a foreign investor transfers capital in a domestic entity or in an offshore holding company, the tax treatment is identical.

·       New exemptions replacing the “management” test: Article 11.2(i) of the New Draft Decree clarifies that the 2% tax on revenue applies to all capital transfers, with three specific exceptions: (i) restructuring (tái cơ cấu), (ii) internal financial arrangements of the seller (dàn xếp tài chính nội bộ của bên chuyển nhượng), or (iii) consolidation of the seller’s parent company (hợp nhất của công ty mẹ của bên chuyển nhượng).

While this appears helpful for internal group restructuring, investors should note that terms like “restructuring” and “internal financial arrangements” are not clearly defined in Vietnamese law. Without specific definitions, the determination of these exemptions will remain subject to the tax officers’ discretion.

In recent years, digital assets have been at the forefront of regulatory discussions worldwide. Vietnam is also making an effort to create a legal framework for its 100-billion-dollar market with the issuance of the 2025 Law on Digital Technology Industry – which is the first to introduce the legal definition of “digital assets”, and the Resolution 05/2025/NQ-CP greenlighting pilot program for the cryptographic digital assets market (Resolution 05/2025).

With the effective date of the Law on Digital Technology Industry fast approaching, we have a few comments on the current legal concept of digital assets in Vietnam, which we find to be rudimentary and raises more questions than answers.

For a long time, Vietnam’s housing law has restricted housing developers (generally, “master developer”) from distributing houses or residential land use rights within a project as in-kind profit to capital-contributing partners (generally, “secondary investors”). This restriction aims to prevent the master developers from using capital contribution arrangements to sell off-plan houses to customers before those properties are legally qualified for sale. In particular, Article 116.1(e) of the Housing Law 2023 currently provides that:

Under the Enterprise Law 2020, a minority ordinary shareholder voting against certain important decisions of the General Meeting of Shareholders may request the relevant joint stock company to redeem the shares held by such dissenting shareholder.  However, the law is not clear about the scope of this redemption. In particular,

  • It is not clear whether the redemption right covers both ordinary shares and preference shares held by the dissenting shareholder. The law provides that in the request for redemption, the shareholder will specify the number of shares of each class. This suggests that the redemption right covers preference shares in addition to ordinary shares.

  • A conflict arises if the redemption right is found to cover preference shares, but the terms of those shares (as defined in the charter) do not permit redemption. In this situation, it is not clear whether the company can lawfully refuse the request. Since a shareholder needs to comply with the charter which contains the terms of the preference shares, the dissenting shareholder cannot require the company to redeem the relevant preference shares. On the other hand, since the provisions on the content of a redemption request do not clearly exclude shares which cannot be redeemed, the dissenting shareholder can argue that it has the right to specify all the shares (including non-redeemable preference shares) in the redemption request.

In June 2025, the National Assembly passed a new Law on Personal Data Protection (PDPL 2025), set to take effect on 1 January 2026. This new law represents a significant evolution from the foundational framework established by Decree 13/2023, introducing a far more comprehensive and stringent regime for personal data protection. This post will analyze some critical highlights of the new PDPL 2025, with some important implications for businesses. To offer a comprehensive perspective, we also include a summary generated by Google's Gemini AI for comparison and reference (see here).

A narrower extraterritorial scope of application

The PDPL 2025 narrows its extraterritorial application compared to previous regulations. Instead of a broad rule for "foreigners' data, the PDPL 2025 explicitly applies to foreign entities that are directly involved in or related to the processing of personal data of Vietnamese citizens and people of Vietnamese origin residing in Vietnam. This new provision successfully addressed the confusion and uncertainty that the earlier draft of PDPL 2025 had introduced (see our discussions here).

However, this scope of application still has the following issues:

·       It has not addressed the existing ambiguity under Decree 13/2023 of whether the applicable subjects under the PDPL 2025 apply to the processing entities or data subjects (see our discussions here)

·       The PDPL 2025 is also unclear on its application to foreign organizations processing the data of non-Vietnamese individuals (e.g., tourists, expatriates) within Vietnam. While Article 1.2 of the PDPL 2025 does not explicitly cover this scenario, Article 5.1 states the law applies to all "personal data protection activities on the territory of Vietnam", which may arguably cover this case.

In June 2025, the National Assembly adopted several amendments to existing 2012 Law on Advertising (Advertising Law Amendments 2025). The amended law will take effect from 1 January 2026. In this post, we discuss some of the material changes introduced by Advertising Law Amendments 2025. To offer a comprehensive perspective, we also include a summary generated by Google's Gemini AI for comparison and reference (see here).

New Carve-out To The Prohibition On Comparative Advertising

The Advertising Law Amendment 2025 allows comparative advertising between one’s own products/goods/services and those of other entities of the same kind when there is “legitimate supporting documentation”. Before this, all comparative advertising was prohibited. The new carved out opens the door for lawful and transparent comparative advertising.

The Ministry of Finance has recently collected opinions on a new draft of the Business Investment Law, which proposes certain changes to the current Investment Law 2020. The draft law is expected to take effect from 1 July 2026. We discuss some key changes proposed in the draft Business Investment Law.

Lack of bold reforms directed by the Politburo  

Earlier this year, the Politburo of the Communist Party of Vietnam (the highest decision- making authority in Vietnam) issued Resolution 68/2025 on developing the private business sector. At the time, Resolution 68 was widely reported as a bold move to start a “new dawn” for Vietnam private business sector (see here for example). Following Resolution 68, the National Assembly duly issued Resolution 198/2025 to make Resolution 68 the law of the land. However, since Resolution 198/2025 simply copied and pasted from the text of Resolution 68, it is difficult to know how the instructions and reforms directed by the Politburo are to be implemented in practice. The National Assembly nevertheless requires complete changes to the “investment law” to implement the instructions from the Politburo by December 2025 which includes a reduction of at least 30% of business conditions.

One would expect that the amendments to the Investment Law will provide further implementation and guidance to Resolution 198/2025. However, it appears this is not the case. For example, the new draft Business Investment Law has 212 areas of conditional business a reduction of mere 10% (not 30%). The new draft Business Investment Law retains  the investment licensing procedures introduced 30 years ago under the Foreign Investment Law 1987 with some unclear tinkering.

Shortly after the issuance of the Law on Promulgation of Legal Normative Documents early this year, on 25 June 2025, it enacted a law amending such law (the Amending Law) (collectively known as the Law on Law 2025). Below are the key changes:

1. Enhancing certainty

1.1. A crucial reform for legal certainty is the revised provision on effectiveness for guiding documents. Under the Amending Law, when a parent law is replaced or expires, any documents issued to detail it (such as decrees) will now automatically expire as well. They will only remain in effect if a state agency makes a formal, public announcement that they will continue.