Transfer of capital contribution in private universities that have not been restructured

1. The Law on amending the Law on Higher Education dated 19 November 2018 (Amendment Law 2018) provides for various new points compared to the Law on Higher Education dated 18 June 2012 (Higher Education Law 2012). One of important new points is the change in the organizational structure of private universities. Accordingly, the Amendment Law 2018 requires private universities to have an university council (hội đồng trường) (similar to public universities) instead of a board of directors (hội đồng quản trị) as previously provided in the Higher Education Law 2012.

2. Thus, whether investors in a private university that has not been restructured under the Amendment Law 2018 (Non-restructured University) can transfer their capital contribution in that university and if so, what procedures must be followed?

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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;

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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.

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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.

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Vietnam Business Law