Vietnamese law does not have a legal definition of a related party transaction (RPT). However, the Enterprise Law requires various transactions between a joint stock company (JSC) with certain specific counterparties related to its shareholders or Directors to be approved by the Board or the Shareholders Meeting. Those transactions as discussed below could generally be considered as RPTs.

Under Article 120.1 of the Enterprise Law, any transaction (giao dịch) or contract (hợp đồng) between a JSC and any of the following parties must be approved by the Board or the Shareholders Meeting depending on value of the transaction:

• A shareholder that owns more than 35% of total ordinary shares of the Public JSC (a 35% Shareholder);
• authorised representatives of a 35% Shareholder;
• a “related person” (người liên quan) of a 35% Shareholder or authorised representatives of a 35% Shareholder. The wording of Article 120 of the Enterprise Law does not capture transactions between the Public JSC and two related shareholders who together hold more than 35% of the Charter Capital of the Public JSC but each of whom holds less than 35% of the Charter Capital of the Public JSC. Therefore, an aggressive related counterparty may use this "loophole" to circumvent the approval required under Article 120 of the Enterprise Law;
• a Board Member of the JSC; 
• the General Director of the JSC;
• a “related person” of a Board Member or the General Director of the JSC;
• companies in which a Board Member, the General Director; and other “managers” (người quản lý) of the Public JSC own shares or capital contribution; and
• companies in which a Board Member, the General Director and other “managers” of the  JSC together with their respective related persons own more than 35% of the charter capital and capital contribution. 

The difference between a “contract” and a “transaction” under Article 120 of the Enterprise Law is not clear. A contract is defined in the Civil Code as an agreement between parties in relation to the establishment, modification or termination of civil rights and obligations. The term “transaction” usually has a broader meaning than “contract” as it may include unilateral undertaking. However, in the context of Article 120 of the Enterprise Law, it is not clear if a contract can also be considered as a transaction under Article 120 of the Enterprise Law. While the distinction is subtle, it may be important. Under Article 120.2 of the Enterprise Law, in the case of RPTs being a “transaction”, the Public JSC could display a summary of the main contents of RPT only. On the other hand, in the case of RPTs being a “contract”, the Public JSC needs to display a draft of the contract.