Social Insurance Contribution and Trade Union Fees in Vietnam

In Vietnam, an employer and its employees must together contribute 32% of the employee’s salary to the social insurance funds (including: social insurance, health insurance, Occupational Accidents and Diseases Insurance and unemployment insurance). However, the employee’s salary used for calculating social insurance contribution is currently capped at about US$ 1,100/month (20 months of current minimum salary). The detail breakdown is as follows:

 

Type of

 insurance

Social Insurance

Occupational Accidents and Diseases Insurance

Health Insurance

Unemployment Insurance

Trade Union Funding and Fees

Employer (%)

17

0.5

3

1

2

Employee (%)

8

None

1.5

1

1

Applicability

Vietnamese employees under employment contracts with the term of at least 3 months (at least 1 month from 1 January 2018);

Vietnamese employees under employment contracts with the term of 1 month or more.

Employees under employment contracts with the term of 3 months or more;

Employees under employment contracts with the term of 3 months or more.

·         Trade Union funding must be paid by the employers to the trade union authority regardless of whether or not such employers have their own grass-roots trade unions

·         Trade Union fee must be paid by employees being trade union members (to the grass-roots trade unions)

 

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Proposed new changes to the Enterprise Law 2005

The Vietnamese Government is contemplating to pass certain amendments to the Enterprise Law 2005 by end of this year. It is still early to tell how the amendments will look like. However, it appears from Resolution 22 dated 22 March 2014 of the Government that:

  • the Government is considering whether to apply criminal liability to enterprises under the amended Penal Code. Currently, only a natural person will be subject to criminal liability;
  • there will be a separate charter on management, governance and operation of State-owned enterprises in the Enterprise Law. However, there will also be a separate law on State capital in enterprises. Currently, these issues are regulated in various Decrees of the Government;
  • there will be a provision on social enterprise; and
  • it is not compulsory to record all the business lines of an enterprise in its Enterprise Registration Certificate except in case of business lines which are subject to certain business conditions. If this proposal is adopted then it could substantially reduce the hassles that an enterprise must go through when it expands its scope of operation. Currently, whenever an enterprise expands its business, it must apply to change its Enterprise Registration Certificate to record a new business line. 
Vietnam Business Law Blog
Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

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.

Land Access Privileges for Investor under Vietnam’s New BT Framework

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,

Case Law No. 81/2024 Creates More Confusion Than Clarification

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.

Insights From Case Law 78/2025/AL - Distinguishing Contributions For Charter Capital From Business Cooperation

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.

Comments on The Draft of Government Resolution to Solve Transitional BT Projects

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:

Key points under Decree 356/2025 guiding the Personal Data Protection Law (PDPL 2025)

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:

Key Changes In New Investment Law 2025

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.

New Resolution 254/2025 on Specific Policies and Mechanism to Resolve Obstacles in Implementation of The Land Law

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:

New Decree 323/2025 on establishment of Vietnam International Financial Center (VIFC)

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.

Key Terminologies under Vietnam’s AI Law

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.

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Documents Checklist For Setting Up A Single Member Limited Liability Service Company

The checklist below sets out the documents required or necessary for applying to obtain an Investment Certificate (IC) to set up a one-member limited liability service company (the Company) wholly-owned by a foreign investor in Vietnam (the Investor). The list also provides some items and information that the Investor needs to consider or decide before applying for the Investment Certificate.

Notes:

  • Investment Certificates are issued by the provincial licensing authorities. There are 63 provinces in Vietnam. The licensing authorities in each province may have different interpretation of the law and procedures. Generally, the licensing authorities in Ho Chi Minh City and Hanoi are usually stricter and require more documents than the licensing authorities in other provinces. Therefore, for each specific application, the licensing authority may or may not require each of the documents listed below.

  • There is no foreign ownership limit applicable to the scope of activities of the Company. Among other things, one should double check the commitments of Vietnam to the WTO on service sectors.

  • The Company is not involved in import and distribution of goods. If this is not the case, then additional documents and information are required for a Trading Licence.

  • The Company only leases office from an office building for its head office. There is no need for acquiring land and constructing buildings.

  • The Company is not involved in any conditional business which requires a minimum paid up capital or a practicing licence issued by Vietnamese authorities. 

No.

Document Description

Notes

1.         

Application for establishment in prescribed form

Investor to decide:

·         Company’s name and address;

·         Exact description of the Company’s business;

·         Duration of the investment project;

·         Total investment capital (equity and loan);

·         Total equity capital;

·         Capital contribution schedule;

·         Identity of the proposed legal representative of the Company; and

·         Identity of the representatives of the Investor in the Company.

2.         

Charter of the Company

Investor to decide:

·         Whether the Company will be managed by (1) a members council and a General Director or (2) a Chairman and a General Director; and

·         Authorities of each management level in the Company.

3.         

Resolutions of the Board of Directors of the Investor approving:

(i)                  the establishment in the Company;

(ii)                the charter of the Company;

(iii)              the appointment of the legal representative of the Company;

(iv)               the appointment of members of the Company’s Members’ Council (the “Members”);

(v)                 the authorized authorities of the Members; and

(vi)               appointing the Authorized Representative of the Investor to sign all relevant documents and proceed with relevant procedures for the stated purposes (the “Authorised Representative”).

 

 

4.         

Legalised copy of the Certificate of Incorporation/Business Registration of the Investor (issued by competent authority of the country of its incorporation) and its amendments (if any)

·         The date of the legalization must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

5.         

Legalised copy of Charter/Articles of Incorporation of the Investor

·         The date of the legalisation must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final.

·         Vietnamese translation of the same will also be required.

6.         

Office lease for the Company’s head office together with (1) business registration of the landlord and (2) land use right and ownership certificate (or equivalent document) evidencing the landlord’s title over the leased office.

If there is a mortgage over the land and the building of the landlord, the licensing authority may even require evidence that the lender of the landlord has agreed for the landlord to lease its building.

7.         

Letter of the Investor on financial capacity and commitment on capital contribution by the Investor

·         It is better for the Investor to be a company of substance which has audited financial statements.

8.         

Legalized and notarized audited financial report of the Investor for the latest financial year

If the Investor is a newly established company, a letter of confirmation of the bank where the Investor opens its bank account can be accepted.

9.         

Economic technical explanation for the investment and establishment of the Company and its proposed business.

To explain the legal basis on why the Company should be licensed.

10.      

List of the Members of the Members’ Council of the Company (if applicable)

·         Applicable if the Company is organized in form of a limited liability company with members’ council.

·         If the Company is organized in form of a limited liability company with, this list is not required.

11.      

Legalized copy of the ID/passport of the Members and of the Authorized Representative

 

12.      

Legalized copy of the ID/Passport of the person who is supposed to serve as the legal representative of the Company

 

13.      

Evidence that the legal representative of the Company resides in Vietnam.

This may be a certificate of temporary residence issued by the local police. For an Investor who has no presence in Vietnam at the time of application, it may be not practical to send a foreign staff to stay in Vietnam just for satisfying the residency requirement during the licensing period. In that case, the Investor may consider appointing trusted Vietnamese to be the legal representative during the licensing period only.

14.      

Power of Attorney permitting local lawyers to deal with the licensing authority on behalf of the Investor to obtain the IC (“POA”).

 

 

 


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New Circular on exchange control over foreign indirect investment

Earlier this week, the State Bank of Vietnam (SBV) issued Circular 5/2014 regulating exchange control over foreign indirect investment. Circular 5/2014 will take effects from 28 April 2014 replacing the old Circular 3/2004 on similar issue. Circular 5/2014 reinforces  the requirement under Decree 160/2006 and the Ordinance on Foreign Exchange that all foreign indirect investment must be made in Vietnamese Dong and through an indirect investment capital account (tài khoản vốn đầu tư gián tiếp) which is commonly named as the “CCA”. That being said, a quick read of Circular 5/2014 raises the following issues:

  • Circular 5/2014 does not apply to foreign investors who are resident under the foreign exchange regulations including foreign individuals residing in Vietnam for 12 months or more.
  • A foreign investor cannot use the Vietnamese Dong amount in the CCA to make fixed-term deposit or saving deposit. This restriction appears to restrict foreign investors using the CCA to conduct carry trades in Vietnamese Dong.
  • Investment entrustment (ủy thác đầu tư) is now regarded as a form of indirect investment.
  • Circular 5/2014 does not apply to a foreign investor who purchases shares or makes capital contribution and who does not “directly” participate in the management and operation of the target company.  However, as in other earlier legislation, Circular 5/2014 fails to clarify which activity could amount to direct participation in the management and operation of a company.
  • If an indirect investment becomes a direct investment and the foreign investor does not have any other indirect investment, Circular 5/2014 requires the foreign investor to open a “direct investment capital account in Vietnamese Dong” and closes the CCA. However, a “direct investment capital account in Vietnamese Dong” is a new concept and has not been contemplated in earlier regulations such as Decree 160/2006 or the Ordinance on Foreign Exchange.
  • Circular 5/2014 also does not contemplate necessary procedures in case where a direct investment becomes an indirect investment.
  • By around 28 July 2014, all capital contribution and share purchase accounts opened under Circular 3/2006 must be renamed to indirect investment capital accounts. In addition, all foreign currencies deposited by foreign investors with securities companies must be converted into Vietnamese Dong and transferred to the CCA under Circular 5/2014.
Vietnam Business Law Blog
Is Metadata Personal Data? New Risks Under Vietnam’s Personal Data Protection Law (PDPL 2025)

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.

Land Access Privileges for Investor under Vietnam’s New BT Framework

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,

Case Law No. 81/2024 Creates More Confusion Than Clarification

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.

Insights From Case Law 78/2025/AL - Distinguishing Contributions For Charter Capital From Business Cooperation

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.

Comments on The Draft of Government Resolution to Solve Transitional BT Projects

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:

Key points under Decree 356/2025 guiding the Personal Data Protection Law (PDPL 2025)

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:

Key Changes In New Investment Law 2025

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.

New Resolution 254/2025 on Specific Policies and Mechanism to Resolve Obstacles in Implementation of The Land Law

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:

New Decree 323/2025 on establishment of Vietnam International Financial Center (VIFC)

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.

Key Terminologies under Vietnam’s AI Law

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.

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Comment
Written by Nguyen Quang Vu On In ,