RETURN OF DEBT PURCHASE PRICE TO A FOREIGN DEBT PURCHASER

1. BACKGROUND

1.1. A Vietnamese company (Seller) exports goods to a foreign company (Buyer) under a goods sale and purchase contract (Goods Sale Contract).

1.2. The Seller transfers the receivables under the Goods Sale Contract (Receivables) to another foreign company (Debt Purchaser) (not a credit institution) through a debt sale and purchase agreement (Debt Sale Contract) at a Debt Purchase Price being 90% of the Receivables value (Debt Purchase Price).

1.3. Under the Debt Sale Contract,

1.3.1. the Debt Purchaser will advance the Debt Purchase Price to the Seller and will receive the Receivables from the Buyer when due;

Read MoreInfo
Comment
Written by Lawyers VNLaw On In

Potential loss of priority upon re-registration of security interest over listed securities with Vietnam Securities Depository

From 1 January 2021, Decree 155/2020 requires securities interests (e.g., a mortgage) over listed securities to be registered with the Vietnam Securities Depository and Clearing Corporation (VSD). Since security interest over unlisted securities is registered with the National Register Agency of Secured Transactions (NRAST), a re-registration of the security interest with VSD is likely to be required when the unlisted securities become listed. However, such a re-registration may result in a loss of ranking of the relevant security interests.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

New regulations on e-commerce activities in Vietnam

In September 2021, the Government issued Decree 85/2021 amending and supplementing some articles of Decree 52/2013 on e-commerce (the E-Commerce Decree). Decree 85/2021 will take effect from 1 January 2022 with substantial changes on the conditions applicable to foreign investors in e-commerce sector. We discuss below some notable new provisions under Decree 85/2021.

A pdf version is here.

Adjustment in the scope of application

Several business sectors are excluded from the scope of application of E-Commerce Decree if the specialised laws of such sectors have regulations on e-commerce. Such sectors (the Excluded Sectors) include financial, banking, credit, insurance, and lottery services; trading and exchange of money, gold, foreign exchange, and other payment means; betting services or games of chance; services of distribution, issuance of digital content products, radio and television broadcasting services. The entities and individual having e-commerce activities must be careful when determining whether the relevant specialized laws of its business have regulations on e-commerce.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

New public disclosure rules in Vietnam stock markets

Following the issuance of the new Securities Law 2019, in November 2020, the Ministry of Finance issued Circular 96/2020 guiding on disclosure of information on securities market (Circular 96/2020) with effect from 1 January 2021. Circular 96/2020 includes several new points as follows:

Definition of “transaction date” and “transaction completion date”.

Circular 96/2020 provides detailed description to define a “transaction date” and “transaction completion date”. The detailed description will help clarify the disclosure obligations of the entities subject to disclosure obligation.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,