Under Vietnamese law, subject to the discussion below, there is no general requirement that transaction documents for a share purchase transaction must be in Vietnamese and, if so, the Vietnamese version will prevail English version.

Article 4 of Decree 108 of the Government dated 22 September 2006 implementing the Investment Law (Decree 108) provides that “the files of an investment project and official correspondence with the State bodies of Vietnam shall be prepared … in Vietnamese or in Vietnamese and a commonly used foreign language. If  there is any difference between the Vietnamese language version of a document and the foreign language version, the Vietnamese version shall be applied”. This requirement does not apply directly to the choice of language in a contract in Vietnam. However, in practice, some licensing authorities have relied on this provision to insist that a contract, which forms part of an application for an investment certificate submitted to the authority must be prepared in Vietnamese and the Vietnamese version of such contract will prevail the English version. Because this is an interpretation risk which may or may not happen, as a general rule, unless otherwise there is a request to change by the authority, an foreign investor should try to have a provision in the transaction document which states that the English version will prevail the Vietnamese version. If that is not possible then it would be useful to provide that the Vietnamese version of a transaction document will prevail the English version only to the extent that the documents are submitted to the Government authorities for licensing purpose and not for other purpose.