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.

“Legal capital” for companies in Vietnam

In other countries, legal capital is often understood to be “the amount of a company's equity that cannot legally be allowed to leave the business and cannot be distributed through a dividend or any other means. The closest meaning to this under Vietnamese law is “charter capital”.

However, for a Vietnamese company, the term “legal capital” has a different meaning than it is usually understood in other countries. Currently, under the Enterprise Law, “legal capital” (vốn pháp định) is defined as the minimum amount of capital required by law for the establishment of an enterprise engaging in certain conditional business (e.g. real estate, banking or securities). “Charter capital” is the amount actually contributed or will be contributed by the shareholders of a company. Therefore, the “charter capital” must be at least equal to the “legal capital”, and in most cases are much higher than the “legal capital”. Usually, legal capital is fixed at a specific number. For instance, an entity engaged in real estate business must have a “legal capital” of VND 6 billion. This means that the entity must have a charter capital of VND 6 billion or more.

The above difference may cause certain confusion when interpreting Vietnamese law. For example,

• Before 1 July 2006, for foreign-invested enterprises, under the old Foreign Investment Law, the term “legal capital” is defined to mean the equity capital contributed (or to be contributed) by the investors in a foreign invested enterprise. Certain laws or regulations still use the term “legal capital” in this sense. These laws and regulations are usually issued before 1 July 2006. However, by mistakes, some laws or regulations issued after 1 July 2006 still use the term “legal capital” in this sense (e.g. the amendment to the Law on Cinematography issued in 2009).

• The WTO Commitments of Vietnam also contain various references to “legal capital” in the context of applicable foreign ownership limits. Again the term “legal capital” in this context should be understood as “charter capital”.  

That being said, there is no express guidance about how to interpret the term “legal capital” used in the above scenarios. Therefore, if the authority happens to take a restrictive view then the foreign ownership limit in certain sectors provided in the WTO Commitments or certain laws and regulations may be subject to a much lower limit.

Easement over servient land in Vietnam

An easement is a right benefiting a piece of land (known as the dominant land) that is enjoyed over another piece of land owned by someone else (the servient land). Under the new Land Law 2013, easement over servient land includes rights to:

·         access public roads;

·         access to water supply and water drainage

·         discharge water;

·         access to gas supply;

·         use telecommunication and electricity cables; and

·         other reasonable needs for the dominant land.

It is not clear if the last item can include negative easements such as right of light or right of air. The Civil Code require the owner of dominant land to pay compensation for the owner of servient land for the easement that the former enjoys over servient land. More importantly, from 1 July 2014, all easement needs to be registered in accordance with the new Land Law. This is a new requirement. In practice, the Government may not be able to set up an easement  registration system in time for implementation. It is not clear if the Government would provide for some grace period for registration of easement.  

Vietnam Business Law Blog

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

about 2 weeks ago

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

about 2 weeks ago

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.

Training Contract vs Employment Contract Under Vietnamese Law

about 2 weeks ago

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?

Compliance Burdens For Vietnamese Companies Under New Conditional Data-Related Business Lines

about 2 weeks ago

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?

Update on Vietnam’s Capital Gains Tax: Unified Scope, New Exemptions, and Strict Deadlines For Declaring Capital Gains Tax

about a month ago

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.

A few comments on Vietnam’s Legal Concept of Digital Assets

about 2 months ago

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.

Vietnam’s Housing Law: Can Housing Developers Offer Non-Residential Products to Capital Contributors?

about 2 months ago

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:

What Is the Scope of the Redemption Right of Ordinary Shareholders in Vietnam?

about 2 months ago

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.

Key Highlights On The Vietnam New Personal Data Protection Law (PDPL 2025)

about 3 months ago

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.

Key Amendments to Vietnam Law on Advertising in 2025

about 3 months ago

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.

New Decree on Maritime Services in Vietnam

Various new requirements on maritime transportation services, shipping agency services and towage services in Vietnam are introduced in Decree 30/2014. In particular, from 1 July 2014, under Decree 30/2014:

• Any new company providing maritime transportation services will need to have a Maritime Transportation Service Licence from the Vietnam Marine Bureau. A Maritime Transportation Service Licence is valid for 5 years. Companies established before 1 July 2014 providing maritime transportation services will have 5 years to obtain the Maritime Transportation Service Licence.

• Companies providing maritime transportation services must have a minimum capital of VND 5 billion (US$ 250,000) for domestic routes or VND 20 billion (US$ 1 million) for outbound routes.

• A shipping agency company must now use Vietnamese “shipping agent” employees. It is not clear who would be considered as “shipping agent” employees within a shipping agency company.

• A towage service company must have at least two towing vessels and must purchase professional insurances.

• Interestingly, Decree 30/2014 requires all companies involving in maritime transportation services, shipping agency services and towage services to have, among other things, experienced in-house counsels.

• A foreign investor is allowed to set up joint venture shipping agency or joint venture towing service company with no more than 49% foreign ownership. It is not clear whether a foreign investor could acquire an existing Vietnamese shipping agency company or an existing towing service company.

• It is not clear if a company providing transshipment services is regarded as a maritime transportation company or a company providing loading and unloading services. In the former case, a foreign investor may hold 100% charter capital of a maritime transportation company in Vietnam. On the other hand, in the latter case, a foreign investor can only hold up to 50% charter capital. 

Vietnam Business Law Blog

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

about 2 weeks ago

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

about 2 weeks ago

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.

Training Contract vs Employment Contract Under Vietnamese Law

about 2 weeks ago

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?

Compliance Burdens For Vietnamese Companies Under New Conditional Data-Related Business Lines

about 2 weeks ago

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?

Update on Vietnam’s Capital Gains Tax: Unified Scope, New Exemptions, and Strict Deadlines For Declaring Capital Gains Tax

about a month ago

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.

A few comments on Vietnam’s Legal Concept of Digital Assets

about 2 months ago

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.

Vietnam’s Housing Law: Can Housing Developers Offer Non-Residential Products to Capital Contributors?

about 2 months ago

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:

What Is the Scope of the Redemption Right of Ordinary Shareholders in Vietnam?

about 2 months ago

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.