Representative Offices in Vietnam
Representative office (RO) is a suitable vehicle for a foreign investor who needs a limited commercial presence in Vietnam to serve as liaising office, conduct market researches, explore new opportunities and monitor contract performance. Legally, the RO does not have independent legal person status and is considered as part of the company that the RO represents in Vietnam. However, a RO licence should allow the RO to hire talents, offices and open bank accounts for spending in its own name.
The most drawback is that a RO cannot have its own business. At law, a RO is not allowed to enter into and perform revenue generating contracts. In practice, there is certain flexibility for a RO to enter into and perform contracts on behalf of the head-office. In addition, technically, a RO can only act as a RO of one legal person. Therefore, a RO may not be able to act as a RO for companies of the same group.
The Personal Data Protection Law (PDPL) lists providing (cung cấp) and transferring (chuyển giao) as two forms of processing personal data, but defines neither.
Based on the ordinary meaning of those two terms, they mean much the same thing, and either can describe the same act: a business handing a data subject's personal data to another party. The context in which the PDPL uses those two terms does not help separate them either. Article 15.2(b) of the PDPL allows a business to provide data to another organization "when the data subject consents", and Article 17.1(a) of the PDPL also allows a transfer "when the data subject consents".
Vietnam’s National Assembly is currently considering a new Law on Real Estate Business to replace the Law on Real Estate Business 2023. One of the notable features of the draft law on real estate business (the Draft) is new regulations on the transfer of real estate projects.
This post discusses four key changes under the Draft and relevant implications.
1. Mortgaged projects can be transferred without a prior discharge
The Draft allows a mortgaged project to be transferred without first releasing the mortgage if the involved parties can reach an agreement. The Draft opens two routes for a mortgaged project to be transferred:
The Government officially issued Decree 342/2026/ND-CP dated 3 September 2026, detailing the Commercial Law and the Law on Foreign Trade Management on the sale and purchase of goods and activities directly related to the sale and purchase of goods by foreign investors and foreign-invested enterprises (FIEs) in Vietnam (Decree 342/2026).
Effective from 18 October 2026, Decree 342/2026 replaces Decree 09/2018/ND-CP (Decree 09/2018), which has governed the Business License and Retail Outlet License regime since 2018. However, FIEs holding Business Licenses and Retail Outlet Licenses issued before 18 October 2026 may continue the licensed activities under their existing licences.
Must a business obtain both the child's consent and the consent of the child's legal representative, a parent or guardian (dual consent), whenever it processes the personal data of a child aged 7 or over? Under the Personal Data Protection Law (PDPL), the answer is no. Dual consent is required only for processing that would disclose the child's private life or personal secrets. For other processing, the legal representative consents on the child's behalf, and the child's own consent is not required (Article 24.2 of the PDPL). However, Decree 330/2026 of the Government on administrative penalties for violations in the fields of cybersecurity and personal data protection (Decree 330/2026) seems to apply dual consent to a broader set of circumstances. Article 60.1(c) of Decree 330/2026 fines processing of the data of a child aged 7 or over without dual consent. That rule was taken from Decree 13/2023, which ceased to have effect on 1 January 2026.
The State Bank of Vietnam (SBV) officially issued Circular 38/2026/TT-NHNN dated 31 July 2026 on foreign exchange management for foreign investment activities in Vietnam (Circular 38/2026). Effective from 18 August 2026, Circular 38/2026 replaces Circular 06/2019/TT-NHNN (Circular 06/2019) as amended by Circular 03/2025/TT-NHNN (Circular 03/2025), which has governed the direct investment capital account (DICA) regime since 2019. Circular 38/2026 also terminates Articles 11.3 and 11.4 of Circular 03/2025 on opening and use of VND-denominated accounts for conducting foreign indirect investment in Vietnam and amends Circular 16/2014/TT-NHNN on the use of foreign currency and Vietnamese dong accounts of residents and non-residents.
A typical share sale agreement (SPA) takes effect on signing. Closing, when the buyer and the seller exchange money and title to the shares, usually comes later, once conditions have been met. One might expect tax on the sale to be imposed when the shares are sold, that is, at closing. But where a foreign enterprise with no permanent establishment (Foreign Seller) in Vietnam sells shares in an unlisted Vietnamese company to a resident buyer, Article 5.2(a) of Circular 20/2026 provides that revenue is taxed when the initial capital-transfer contract takes effect. On the face of that Article, the SPA can be that contract, and signing can be when it takes effect. The fact that closing has not yet occurred might not, by itself, defer the tax. Until Circular 20/2026, that was not so.
Similar to the Enterprise Law 2005 and the Enterprise Law 2014, the Enterprise Law 2020 is silent on whether founding shareholders may hold voting preference shares newly issued after the issuance date of the enterprise registration certificate (ERC), and only provides at Article 116.1 that the voting preference of founding shareholders is effective for three years from that date. This blog will examine different views on this issue.
On the one hand, one may support the view that founding shareholders are entitled to hold voting preference shares issued after ERC issuance date because: