New Decree on Maritime Services in Vietnam
Various new requirements on maritime transportation services, shipping agency services and towage services in Vietnam are introduced in Decree 30/2014. In particular, from 1 July 2014, under Decree 30/2014:
- Any new company providing maritime transportation services will need to have a Maritime Transportation Service Licence from the Vietnam Marine Bureau. A Maritime Transportation Service Licence is valid for 5 years. Companies established before 1 July 2014 providing maritime transportation services will have 5 years to obtain the Maritime Transportation Service Licence.
- Companies providing maritime transportation services must have a minimum capital of VND 5 billion (US$ 250,000) for domestic routes or VND 20 billion (US$ 1 million) for outbound routes.
- A shipping agency company must now use Vietnamese “shipping agent” employees. It is not clear who would be considered as “shipping agent” employees within a shipping agency company.
- A towage service company must have at least two towing vessels and must purchase professional insurances.
- Interestingly, Decree 30/2014 requires all companies involving in maritime transportation services, shipping agency services and towage services to have, among other things, experienced in-house counsels.
- A foreign investor is allowed to set up joint venture shipping agency or joint venture towing service company with no more than 49% foreign ownership. It is not clear whether a foreign investor could acquire an existing Vietnamese shipping agency company or an existing towing service company.
- It is not clear if a company providing transshipment services is regarded as a maritime transportation company or a company providing loading and unloading services. In the former case, a foreign investor may hold 100% charter capital of a maritime transportation company in Vietnam. On the other hand, in the latter case, a foreign investor can only hold up to 50% charter capital.
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:
Based on Resolution No. 206/2025/QH15 of the National Assembly on special mechanisms to address difficulties and obstacles arising from legal regulations, the Government has issued several Resolutions on administrative procedure reduction (such as Resolution 66.16/2026/NQ-CP, Resolution 66.18/2026/NQ-CP, etc.). Most of these provisions remain effective until 28 February 2027. If new provisions covering the same subject matter are promulgated to replace them during this period, the relevant provisions of these Resolutions will automatically cease to be effective.