Vietnam Business Law is a website managed by lawyers of Venture North Law Limited (VNLaw). Venture North Law Limited (VNLaw) is a Vietnamese commercial law firm. We won the Rising Law Firm of the Year Award at the Southeast Asia Law Awards for the years 2020 and 2021 held by The Legal 500. Very few Vietnamese law firms have achieved a similar regional recognition.
Decree 51/2015 issued in May 2015 is an entire new decree on legal opinions issued by the Ministry of Justice (MOJ) of Vietnam. The MOJ has been issuing legal opinions covering various Vietnamese legal issues to support for financing various large scale infrastructure projects for many years. For the first time, Decree 51/2015 sheds some lights on MOJ’s legal opinion practice. In particular,
In April 2015, the General Department of Tax (GDT) instructs a provincial tax department to consider imposing corporate income tax (CIT) on a capital transfer transaction whereby a Vietnamese buyer acquires the entire equity interest of a Hong Kong company (Offshore Target Co) from a foreign seller. The Offshore Target Co holds shares in a joint venture company in Vietnam. The GDT considers the purchase price that the foreign seller receives from the Vietnamese buyer for sale of shares in the Offshore Target Co as “taxable income arising in Vietnam” (thu nhập chịu thuế phát sinh tại Việt Nam) of the foreign seller under Decree 12/2015. The GDT’s view could raise a tax concern over capital transfer in an offshore company which in turn have shares in a Vietnamese company, at least in case the buyer is a Vietnamese company.
In April 2015, in a letter to the General Department of Customs, the Ministry of Industry and Trade (MOIT) takes the view that:
Any State-owned enterprise in which the State has more than 50% voting right is ultimately controlled by the State. Therefore, technically transactions between any two State-owned enterprises or between one State-owned enterprise and a State authority (who is also controlled by the State) may arguably be considered as related party transactions. This is because the definitions of related persons under Enterprise Law 2014 and Securities Law 2006 include persons who can control the decision making of another company or who are under control of the same person.