Order of payment priority between unenforceable secured transactions

Under Article 308 of the Civil Code 2015, where all secured transactions relating to the same assets are not enforceable against a third person (unenforceable secured transactions), the order of payment will be determined according to the order in which the unenforceable secured transactions were established. Article 47a of Decree 163/2006 contains a similar provision governing the order of payment priority between the beneficiary of a guarantee and other unenforceable secured transactions. In particular,  the order of payment priority among the beneficiary of a guarantee and other unenforceable secured transactions will also be determined according to the order in which these transactions are established.

These provisions give rise to the following issues:

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Written by Lawyers VNLaw On In

List of State monopoly goods and services in Vietnam

Decree 94/2017 of the Government provides a list of goods and services, which are subject to State monopoly. In other words, enterprises from private sectors including foreign-invested enterprises are not allowed to provide these goods and services in Vietnam unless they are appointed by the State authority to do so.

Under Decree 94/2017, the State will contemplate a goods or service to be State monopoly services only when there are no other investors who are interested in and capable to provide such goods and services. The list of State monopoly goods and services includes, among other things:

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Written by Nguyen Quang Vu On In ,

Purchasing shares from an individual in Vietnam

A purchaser of listed shares in a public joint stock company (Public JSC) from an individual selling such shares through his/her securities trading account does not need to verify the selling individual’s authority to sell the listed shares under the Law on Family and Marriage 2014 assuming that:

  • the listed shares are not the main sources of income of the selling individual and his/her spouse (if he/she is married); and
  • the purchaser is an innocent purchaser who does not know that the selling individual is married or that the selling individual does not have the authority to sell the listed shares under the Law on Family and Marriage 2014.
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Investment Registration Certificates for Establishing a Branch of a Foreign Entity in Vietnam

Technically, except for branches in the banking, insurance, securities and oil and gas sectors, the Investment Law 2014 will apply to the establishment of a branch in Vietnam by a foreign entity. This is because:

  • under the Commercial Law 2005, a foreign business entity’s branch, a part of a foreign business entity in Vietnam, is established in Vietnam and conducts commercial activities in accordance with Vietnamese laws;
  • a Vietnamese branch of a foreign business is a form of economic entity as defined in Investment Law 2014; and
  • the investment procedures under Investment Law 2014 will apply to the establishment of economic entities in all sectors, excluding securities, credit institution, insurance business, and petroleum laws.
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