DRAFT AND REVIEW CONTRACTS – A LAWYER’S VIEW

In Vietnam, certain type of contract has to follow forms requested by laws as such client is recommended to seek help from professional contract lawyers in Vietnam to help draft or review.

Contract is an agreement enforced by law.  In Vietnam, contract is a civil transaction which parties enter into voluntarily, each of whom intends to create, change, or terminate one or more rights or obligations between them according to Vietnam Civil Code.  Contract plays an important roles in business transaction.  Written contract provide individuals and businesses a legal document reflecting agreement, expectation and mechanism to resolve potential disagreement or disputes.

The lawyers in Vietnam drafting or reviewing contracts under Vietnam laws will need to initially review the legal resources in relevant to the transactions, research related documents and the parties involved to provide legal opinions, make suggestions and propose an optimal solution to the client for negotiation and contract finalization.

Basic terms and conditions of the contracts being rights and obligations of parties to the contracts, and other terms in regard to duration, quality, payment, dispute handling procedures, applicable law and/or jurisdiction, confidentiality, force majeure, intellectual property clauses…among others have to be carefully taken into considerations.

Further, a contract should ensure the following points to be covered:

• Use right legal terms or terminology;
• Foresee the future scenarios;
• Describe the specific matters;
• Clearly mention obligations;
• Obtain a balance between parties involved.

There are specific contracts in Vietnam for various transactions being:

• Joint venture contract;
• Share purchase contract;
• Sales contract;
• Business cooperation contract;
• Licensing contract;
• Investment contract;
• Labour contract;
• Lease contract;
• Distribution contract;
• Construction contract;
• Prenuptial agreement.

Each business transaction is different as such a contract is not a compilation of standard terms and conditions.  Professional contract lawyers in Vietnam would consider the purpose of the contract, transaction type, significance of the deal, industry, Vietnam legal requirements and expectation of the client to prepare a legally enforceable contract for the client, to avoid misunderstanding and protect the client against legal disputes.

For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

ANT Lawyers is a Vietnam law firm with international standards, recognized by Legal500, IFLR1000.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.  

Commercial

Dispute Resolution

Debt Recovery

Employment

Foreign Investment

Intellectual Property

International Trade and Taxes

Infrastructure and Project

Civil Matter

This publication is designed to provide updated information of legal matters, and does not constitute professional advice.

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HOW TO RECOGNIZE FATHER OR MOTHER FOR A CHILD?

It is a legal requirement in Vietnam to register the recognition of father, mother of a child regardless the child’s parents are married or not. Such recognition shall be made on the newly issued birth certificate of the child.

The recognition of the father, mother protects the legal rights of all involved parties. For the family involving foreign elements i.e foreigners, expatriates living in Vietnam, the procedure for recognition of father, mothers of a child have to follow the laws of Vietnam, through various steps at Vietnam Authority including People’s Committee, Provincial Department of Justice and at Consular of foreign country where the mother or father of the child comes from.

The dossiers of application for recognition of fathers, mothers or children shall include the following papers:

1. The application for recognition of father, mother of the child;

2. The copies of the ID (for Vietnamese citizens staying in the country), or passports or substitute papers (for foreigners and Vietnamese citizens in foreign countries);

3. The copies of the birth certificates of the persons to be recognized as child;

4. Papers, documents or evidences (if any) to prove that there is a blood relationship between the father or mother and the child;

5. The copy of the household registration book or collective resident certificate (for Vietnamese citizens permanently residing in the country);

6. The permanent residence card (for foreigners permanently residing in Vietnam) of the persons to be recognized as father or mother.

Documents issued in foreign language shall need to be translated into Vietnamese, notarized or legalized to conform with legal document requirements of Vietnam authorities.

The time for processing dossiers at various authorities depend on the submitted documents and the time taken by the authorities to validate the case and could range between two weeks to two months.

The Vietnam authorities will need to study and examine dossiers of application for recognition of father, mother of the child. In cases where there is any doubts, complaints or denunciation about the recognition of father, mother of the child, or whether it is deemed that the personal identification of the involved parties or papers in the dossiers of application need to be clarified, the Provincial Department of Justice shall carry out the verification, including interviews with the involved parties or request for the additional proof.

Once the application is processed, verified and confirmed, the revised birth certificate of the child will be issued to reflect the changes which will show the name of the father or mother added.  

For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

 

ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.

Commercial

Dispute Resolution

Debt Recovery

Employment

Foreign Investment

Intellectual Property

International Trade and Taxes

Infrastructure and Project

Civil Matter

This publication is designed to provide updated information of legal matters, and does not constitute professional advice.

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HOW TO CLOSE A BUSINESS IN VIETNAM?

All corporations, companies, partnerships, branch offices, representative offices and other business entities are legal entities in Vietnam which can only be dissolved through formal procedures.

I. What are the major challenges with closing a business in Vietnam?

The main thing to remember throughout the process is that the dissolving company, a branch office or a representative office, one  should pay close attention to the involvement of all key stakeholders, i.e. the employees, customers, creditors, business partners and relevant authorities.

The following are key information to gather for thorough analysis

1. Company size in terms of capital and number of employees?

2. Enterprise’s business sector?

3. Tax invoice usage declaration?

4. Annual profit?

5. Compliance with tax procedures?

6. Administrative violations in the field of taxation?

7. Any outstanding tax?

8. Tax document filing records?

9. Other tax matters?

II. What does the dissolution process involve?

Once an analysis has been through, the next procedures mostly deal with reporting and submitting the relevant documents to the various regulatories and tax authorities at each step of the process, terminating contracts, liquidating assets and settling liabilities, and general administrative work such as returning the corporate seal, registration certificates, and having the company’s name removed from the system of the license authorities.

III) How to prepare document to close a business in Vietnam?

1. Documents submitted to the licensing authority in Vietnam:

1. Liquidation notice of enterprise;
2. Minutes of the meeting of Management Board / Board of Directors decided on the dissolution of enterprises;
3. The company’s decision on liquidation;
4. Report on enterprise asset liquidation;
5. The list of creditors and the paid debt;
6. Documents evidencing that enterprise has fulfilled all of its tax;
7. Confirmation on social insurance for employees after the dissolution decision;
8. The seal and certificate of seal sample registration.

2. Documents submitted to the tax authority in Vietnam:

1. Liquidation notice of enterprise;
2. Minutes of the meeting of Management Board / Board of Directors decided on the dissolution of enterprises;
3. The company’s decision on dissolution;
4. Audit reports and tax settlements;
5. The financial statements for the year to date the decision on dissolution;
6. The company’s tax liabilities audited by tax authority;
7. Verification of tax obligations of the enterprise.

Closing a business in Vietnam might be a lengthy process and more complicated than setting up a company in Vietnam.  Sometimes, it is important to make a decision to exit and start a new venture.  As a law firm in Vietnam, we do assist clients to close the business, exit the investment and deal with pending issues with licensing authorities including department of planning and investment, department of labour, tax bureau and others.

For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

 

ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice, Legal500 as one of the reputable law firms.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.

Commercial

Dispute Resolution

Debt Recovery

Employment

Foreign Investment

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WHICH FORM OF INVESTMENT – BRANCH OR COMPANY?

Foreign entities can set-up company or branch offices in Vietnam to carry out business activities.

There are several main different aspects between opening a branch office or establishing a foreign owned company in Vietnam.

1. Conditions

• Permits for establishment of Vietnam-based branches of foreign enterprise shall each have a valid term of five years.
• Foreign enterprise must choose between establishing a 100% foreign capital enterprise or forming a joint-venture with domestic investor or company.

2. Certificate

• The Branch office needs to apply and obtain the operation license of a Branch;
• A foreign owned company will need to apply and obtain the investment certificate (“IC”) to operate in Vietnam.

3. Capital

• Optional, foreign entity will decide how much money to invest in branch. The allocation capital for branch is capital for the subordinate units.
• Mandatory, foreign entity will need to provide minimum capital as required by Vietnam Law in conditional investment area.

4. Obligation of owner

• For branch office in Vietnam, owner takes full responsibility;
• For company, owner takes responsibility within the capital contributed into the company in Vietnam;

5. Other matters

• For branch office setting up in Vietnam, the procedure is less complicated compared to those for the establishment of a 100% foreign owned company;  the branch office is able to carry out trading and some other activities as stipulated by Vietnam laws and the WTO commitments which Vietnam enters.  The business lines of a branch have to be aligned with the business lines of the headquarter of the foreign entity.
• Setting up foreign owned company would be more complicated than the setting up of the branch office, however this form of investment has more flexibility and freedom as it is a stand alone Vietnam entity recognized under Vietnam laws.

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HOW TO RECOGNIZE FATHER OR MOTHER FOR A CHILD?

It is a legal requirement in Vietnam to register the recognition of father, mother of a child regardless the child’s parents are married or not. Such recognition shall be made on the newly issued birth certificate of the child.

The recognition of the father, mother protects the legal rights of all involved parties. For the family involving foreign elements i.e foreigners, expatriates living in Vietnam, the procedure for recognition of father, mothers of a child have to follow the laws of Vietnam, through various steps at Vietnam Authority including People’s Committee, Provincial Department of Justice and at Consular of foreign country where the mother or father of the child comes from.

The dossiers of application for recognition of fathers, mothers or children shall include the following papers:

1. The application for recognition of father, mother of the child;

2. The copies of the ID (for Vietnamese citizens staying in the country), or passports or substitute papers (for foreigners and Vietnamese citizens in foreign countries);

3. The copies of the birth certificates of the persons to be recognized as child;

4. Papers, documents or evidences (if any) to prove that there is a blood relationship between the father or mother and the child;

5. The copy of the household registration book or collective resident certificate (for Vietnamese citizens permanently residing in the country);

6. The permanent residence card (for foreigners permanently residing in Vietnam) of the persons to be recognized as father or mother.

Documents issued in foreign language shall need to be translated into Vietnamese, notarized or legalized to conform with legal document requirements of Vietnam authorities.

The time for processing dossiers at various authorities depend on the submitted documents and the time taken by the authorities to validate the case and could range between two weeks to two months.

The Vietnam authorities will need to study and examine dossiers of application for recognition of father, mother of the child. In cases where there is any doubts, complaints or denunciation about the recognition of father, mother of the child, or whether it is deemed that the personal identification of the involved parties or papers in the dossiers of application need to be clarified, the Provincial Department of Justice shall carry out the verification, including interviews with the involved parties or request for the additional proof.

Once the application is processed, verified and confirmed, the revised birth certificate of the child will be issued to reflect the changes which will show the name of the father or mother added.  

For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

 

ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.

Commercial

Dispute Resolution

Debt Recovery

Employment

Foreign Investment

Intellectual Property

International Trade and Taxes

Infrastructure and Project

Civil Matter

This publication is designed to provide updated information of legal matters, and does not constitute professional advice.

Read More

HOW TO APPLY FOR BIRTH CERTIFICATE FOR NEWBORN IN VIETNAM?

For children of foreigner and Vietnamese born in Vietnam, the procedure to apply for birth certificate in Vietnam is carried out at the Vietnam’s provincial Department of Justice.

How to Apply for Birth Certificate for Newborn in Vietnam?

In today’s globalized world, it has become more common that people from different cultural backgrounds travel, and meet their spouse.  Their children were born with happiness however they would face difficulties when applying for birth certificate for the newborn in Vietnam.  For the parents, the difficulties of registering birth certificate in Vietnam could range from the choice of name, nationality, or whether or not the child is born out of wedlock.

When a child between a foreigner and a Vietnamese is born in Vietnam, according to the regulation on the registration and management of civil status, the Department of Justice will be the Vietnam government agency issuing the birth certificate.

In cases where parents choose foreign nationality for the child, they must obtain the agreement of the parents about the choice of nationality. The valid agreement of the parents about the choice of nationality shall be certified by the local authority.

After receiving a application dossier for birth certificate for newborn in Vietnam, civil status officials of the Department of Justice records in the birth registration and original birth certificate. The director of the Department of Justice shall sign and issue an original birth certificate for the newborn.  Copies of birth certificates are issued at the request of the applicant.

For children born out of wedlock, if the father is not identified, the information about the father in the birth registration book and birth certificate are left blank. When the father officially agrees to recognize father for a child, he has to carry out the procedure at the Vietnam’s provincial Department of Justice.  The birth certificate could also be revised to reflect the father’s details into the new birth certificate.  This birth certificate will be very important when the father applies foreign citizenship for the child.

The child can be named according to parental choice to be recorded on the birth certificate.

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PROCEDURE TO CHANGE BIRTH CERTIFICATE IN VIETNAM

Under the provisions of Paragraph 1, Article 36 of Decree No. 158/2005/ND-CP on the registration and management of civil status, individual can change last name, middle name and first name which were registered in the birth certificate when they have legitimate reason under the provisions of the Civil Code.

The “legitimate reasons” to change the full name is specified in Article 27 of the Civil Code 2005 on the right to change name, which include:

1.Individuals have the right to request the state agency to recognize the changing of their names in the following cases:

a) As requested by the people with names that the use names cause confusion, affect the family love, honor, rights and lawful interests of such persons;

b) As requested by the adoptive father, adoptive mother about changing names for adopted child, or when the adopted child ceases to be adopted and this person or the nature father or nature mother request to regain the name that the nature father and nature mother have set;

c) As requested by the nature father, nature mother or the child when determining the parent for the child;

d) Changing the last name of a child from their father’s to their mother’s or vice versa;

e) Change the names of the person who was lost then found his blood-derived;

f) Changing the names of the person who is redefining gender;

g) Other cases regulated by civil law.

2. The changing of names for the person from nine years old must have the consent of that person.

3. The changing of names of individuals does not affect and terminate the rights and civil obligations established under their old name.

Thus, if the use of your first name, last name and middle name cause confusion, affecting the family love, your honor, rights and lawful interests, causing difficulties in the transaction, you may conduct the name changing.

Procedures to change full name will be performed at the District People’s Committee where you have registered the birth certificate.

Dossier includes:

– Declaration (in the prescribed form);

– Presenting the original birth certificate of the person who need for change names and civil status;

– The relevant documents as a basis for the change or correction of civic status.

Lawyers at ANT Lawyers, a law firm in Vietnam will be available to assist client to apply birth certificate for new born, obtain a new birth certificate, change names on birth certificate, re-issue birth certificate in Vietnam.

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BIRTH REGISTRATION WITH FOREIGN ELEMENT

From January 1st 2016, the Law on Civil Status of 2014 went into effect, replacing other documents on the registration and management of civil status. Accordingly, the law has clearly defined the authority for registration and management of civil status of the Commune People’s Committee and the District People’s Committee. Commune People’s Committee in charge of the registration and management of civic status that do not have foreign element. The remaining case that have foreign element will be under the jurisdiction of registration and management of the District People’s Committee.

For the case of children born in the territory of Vietnam, whose father is foreigner and mother is Vietnamese, but the parent does not have legal marriage (in other words: illegitimate children), the competent for birth registration belongs to the District People’s Committee where the father or mother reside.

In terms of the birth registration procedure, the Law on Civil Status provides only the procedure in case that the parents of the birth registration children have legal marriage.

The remaining case that parents of the birth registration children do not have legal then according to the provisions of the Law on Civil Status, if the father wants his name to be included in the birth certificate of the children, he have to register through adoption procedure. Accordingly, the father requesting for children adoption have to submit the declaration, documents to prove paternity, copy of passport or valid documents that can replace passport to prove his identity to the District People’s Committee where the father of the children reside.

Within 15 days of receiving valid dossier, the civil status authority will carry out the verification, listed the recognition of father and children at the headquarters of the District People’s Committee within 07 consecutive days. At the same time, the Commune People’s Committee where the child resides will list within 07 consecutive days at the headquarters of the Commune People’s Committee.

After the listing has been expired, the Justice Department proposed Chairman of the District People’s Committee to decide on the recognition of the father and son. Once registering for the recognition of the father and children, Chairman of the District People’s Committee provide excerpts for the parties.

The registration procedure for recognition of father and children must be done simultaneously or be conducted prior to birth registration of the children.

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