Draft Decree on logistics services replacing Decree 140/2007 in Vietnam

A draft Decree on logistics services in Vietnam (Draft Logistics Decree) has been circulated by the Ministry of Industry and Trade (MOIT) recently. The Draft Logistics Decree, which appears to be a near final draft, will replace Decree 140/2007 on the same topic. The salient points of the Draft Logistics Decree include:

The Draft Logistics Decree classifies logistics services in accordance with Vietnam’s commitment to the WTO. On the other hand, Decree 140/2007 has its own classification of logistics services which are not consistent with the description of logistics services under the WTO Commitments. So it is not easier to compare the Draft Logistics Decree with the WTO Commitments;
The Draft Logistics Decree does not include certain logistics services which were provided in Decree 140/2007 (see the table below). Accordingly, it is not clear of these services are permitted or not permitted under the Draft Logistics Decree;

New Law on Technology Transfer in Vietnam

A new Law on Technology Transfer will take effect from 1 July 2018. The new Law on Technology Transfer reintroduces the requirement for registration of cross border transfer of technology which was abolished under the existing Law on Technology Transfer in 2006. The registration is the condition for a technology transfer contract to be valid. However, the new law does not impose any specific restriction on a technology contract like maximum contract period or cap on technology transfer royalty. Without these limitations, it is not clear on what basis the licensing authority would register or refuse to register a technology transfer contract.

This post in part is contributed by Nguyen Linh Chi, an intern at Venture North Law Limited.

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Corporate criminal liability in Vietnam – List of potential crimes

Under the Penal Code 2015, only a commercial legal person commits a crime listed in Article 76 of the Code could be subject to criminal liability. The table below lists out these crimes and the main penalties which may apply to them. Notably, the list does not include bribery and accounting frauds which usually happen to companies in Vietnam. The list is compiled by Ha Kieu Anh and Ha Thanh Phuc, legal trainees at Venture North Law Limited.

Formality requirements of a resolution of the General Meeting of Shareholders in Vietnam

In a joint stock company (JSC), many important issues (such as increase of authorised capital, change of business lines or material transactions) are within the authorities of and need to be decided by the General Meeting of Shareholders (GMS). The GMS gives its decisions by passing resolutions (nghị quyết). In practice, a resolution of the GMS is passed in the following manner:

A meeting of the GMS is held and at the end of the meeting a minutes (biên bản) of the meeting recording, among other things, decisions made in the meeting. Alternatively, the Board may arrange to collect written opinions from the shareholders and prepare a vote counting minutes; and
Based on the approved minutes, the Chairman of the Board signs a document called “Resolution of the GMS” containing the specific decision approved by the GMS at the meeting of the GMS or by way of collecting written opinions from the shareholders. This document is usually provided to the company’s counterparties or licensing authorities.

The Enterprise Law 2014 regulates the first step in details such as quorum of the meeting, voting thresholds, and required contents of the minutes. However, the Enterprise Law 2014 does not have much provision concerning the second step. Therefore, several issues regarding the second step are not clear including:

is this necessary to have a document called “Resolution of the GMS”?
what is the importance of such document?
who could sign such document?

Vietnam Business Law