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.
The State Bank of Vietnam (SBV) is drafting a circular (Draft) to replace Circular 12 dated 31 March 2014 on conditions for enterprises to borrow foreign loans not guaranteed by the Government (Circular 12/2014). The Draft has some remarkable changes to the conditions of foreign borrowings by Vietnamese companies and credit institutions, and generally will tighten such conditions.
Under the law of Vietnam, it is unclear whether the General Shareholder’s Meeting (GSM) of a joint stock company (JSC) is allowed to authorise (or delegate) its power to the Board or to what extent can the GSM delegate its power to the Board, if the former is possible. In particular:
Article 15.4 of Decree 156/2020 imposes a penalty on the Chairman of the Board if he/she does not report to the GSM on the implementation of the GSM’s resolution except when he/she is authorised by the GSM. This provision suggests that the GSM of a public JSC may delegate the chairperson of the Board to make change to matters already decided by the GSM. Arguably, if the GSM could delegate its power to the chairperson of the Board then arguably the GSM could delegate its power to the Board.
The recent years have witnessed a rapid growth of the e-learning market in Vietnam, especially since the Covid-19 outbreak. Despite that, a clear legal framework for e-learning business under Vietnamese laws is still unavailable. This post will discuss some legal issues concerning the provision of e-learning services.
Mode of delivery
In general, e-learning business could be provided to students via two main modes:
Non-interactive mode, where students will pay to have access to learning materials prepared by the service providers (e.g., pre-recorded lectures, books, etc.), and there is no live interaction between students and teachers. The students are expected to self-study the materials provided by the service provider; and
Interactive mode, where in addition to access to study materials, students will pay to attend online classes held by teachers, and there is live interaction between students and teachers.
During the Covid-19 pandemic, e-learning via interactive mode has grown substantially and become a favorite choice for students and their parents. However, the legal framework regulating e-learning via interactive remains undeveloped as the laws only regulate education services via traditional methods.
In case of a de-merger of a company, the Enterprise Law 2020 does not make clear when will the de-merger of the new company from a de-merged company (or existing company) be considered as legally competed. However, it appears that a de-merger could be considered completed when (1) a new enterprise registration certificate of the new company is issued, and (2) assets and liabilities of the existing company are transferred to the new company in accordance with the de-merger decision of the owners/shareholders of the existing company. This is because the Enterprise Law 2020 provides that:
after registration of the enterprise, the new company and the existing company are jointly liable for the obligations and liabilities of the existing company; and
the new company will automatically inherit all rights and obligations allocated to it in accordance with the de-merging decision of the owners/shareholders of the existing company.