Embed Size (px)
Citation preview
ASIA COUNSEL INSIGHTS
November 2017
Asia Counsel Insights provide an
overview of the key trending legal
and business issues in Vietnam and
how they may impact your
business. Please enjoy your read.
Deal Update:
• Advised Pharmacity on its
store expansion.
• Advised the shareholders of
Ngu A Chau JSC, a consumer
product manufacturer on their
sale of the entire company to
Takara Belmont.
Healthcare
On 5 October 2017, the Government
issued Decree 111/2017/ND-CP on
practical training in healthcare
services (“Decree 111”). Decree 111
provides stricter conditions on
instructors and institutions providing
healthcare services training,
including:
• instructors must have a degree,
and professional experience of at
least 12 consecutive months up to
the time of teaching and at a level
at least higher than the
level/profession they are
instructing;
• training institutions as part of a
health facility must have a
maximum of 3 students to 1
patient bed ratio; and
• schools that provide healthcare
training must partner with at least
one institution to provide 50% of
the practical training.
Decree 111 came into effect on 20
November 2017.
Product Standards The Government recently passed
Decree No. 119/2017/ND-CP (“Decree
119”). Decree 119 provides sanctions
on administrative violations of
standards, measures and quality of
products. The key points are:
• violations of product labeling
standards incur a fine of between
VND500,000 to VND30,000,000,
depending on the product value.
This is an increase from the current
range of VND100,000 to
VND10,000,000.
• conducting gasoline blending
without a valid license incurs a fine of
between VND40,000,000 to VND to
VND60,000,000; and
• manufacturing of helmets without a
valid license incurs a fine of between
VND30,000,000 to VND40,000,000.
Decree 119 replaces Decree No.
80/2013/ND-CP and will come into
effect from 15 December 2017.
Oil & Gas Decree 124/2017/ND-CP (“Decree
124”) was issued on 15 November 2017
to regulate offshore investment in
petroleum activities and takes effect
from 1 January 2018.
Under Decree 124 investors must
obtain an investment registration
certificate (“IRC”) to invest in offshore
petroleum projects. However, it also
states that investors may transfer
foreign currency, machinery, and
equipment overseas before obtaining
the IRC for market research and
investment exploration purposes. The
transfer limit in this case is USD500,000,
beyond this limit approval from the
State Bank of Vietnam must be
obtained.
Decree 124 also provides conditions to
obtain the IRC and requires the
Vietnamese investor to comply with
investment laws of the relevant foreign
jurisdiction.
About Asia Counsel Asia Counsel is a dynamic international corporate and commercial law firm dedicated to serving clients in Vietnam. Our partners have over nine years of
experience in working on complex and challenging matters in Vietnam. We are committed to helping clients achieve their business strategies and providing
outstanding legal services.
If you have any questions on any of the items discussed above, please do not hesitate to contact us.
Christian Schaefer
Managing Partner
Minh Duong
Partner
Asia Counsel Vietnam Law Company Limited, Level 5, 18 HBT Building, 16-18 Hai Ba Trung Street, Ben Nghe Ward, District 1, Ho Chi Minh City
ASIA COUNSEL INSIGHTS
November 2017
Vietnam Fact Box
According to the Deputy
Director of the State Bank of
Vietnam – Ho Chi Minh City
Branch, Mr. Nguyen Hoang
Minh, the foreign remittances
to Ho Chi Minh City in the 10
months leading up to
November reached US$3.9
billion, in which the US
accounted for 60%, followed
by the EU with 19%, and
countries from other
continents with 20%. As
estimated, 72% of inward
remittances went to
production activities, 22% to
real estate and the remaining
amount was used to support
family members.
Source: Vietnamnet
Sports Betting
The Ministry of Finance passed
Circular 101/2017/TT-BTC, on 4
October 2017 guiding the
implementation of Decree
06/2017/ND-CP on horse racing,
greyhound racing and international
soccer betting business (“Circular
101”).
Circular 101 deals with: (i) the
requirement to establish a “Race
Surveillance Council”; and (ii)
financial control and reporting
requirements for betting enterprises.
The Race Surveillance Council
Under Circular 101, prior to
commencing operation of the
betting business the authorised
betting enterprise must seek
permission from the Department of
Finance in its area to establish the
Race Surveillance Council.
The responsibilities of the Race
Surveillance Council include,
monitoring fulfilment of regulatory
conditions on the betting business,
maintaining records of all horse and
dog races, and supervising the
conformity with the regulations on
betting.
Beyond this the Race Surveillance
Council is entitled to request
conduct inspections of the horses
and dogs on suspicion of cheating,
and remove the animal and/or
jockey if it concludes its suspicions
are well founded. Similarly, the
council may request suspension of
the race if it believes cheating is
taking place, or if the facilities and
equipment are not up to standard.
The council, which is chaired by
and composed of representatives
of the competent authorities, may
also request the relevant authority
to impose penalties on the betting
business for any violations it
discovers.
Financial Controls and Reporting
The circular also expands on and
sets forth specific financial
management, accounting,
auditing and reporting
requirements for betting enterprises,
such as the mandatory separation
of revenues from betting from the
enterprises other revenue
generating activities.
Circular 101 comes into effect on 1
December 2017
Secured Transactions
Decree No. 102/2017/ND-CP on
registration of security measures
(“Decree 102”) was issued on 1
September 2017. It provides a number of
key changes in comparison with Decree
83/2010/ND-CP (which it has replaced)
to be in line with security registration
provisions of other relevant laws. These
include:
• title retention over a property shall be
registered on the request of the owner
consistent with the Civil Code 2015;
• a security over land use rights, and
assets attached to land is now
effective from the time of registration
in the register of securities. This is in line
with the regulations of the Law on
Land 2013, and the Civil Code 2015,
removing the conflict under Decree
83 which provided that such security
was effective from the date the
registry received the registration
application;
• also, under Decree 102 security
registration applications can now be
made online, by email, and by courier
in addition to direct submission at the
registry.
Decree 102 took effect on 15 October
2017.
State Owned Enterprise Equitisation
On 16 November 2017, the Government issued Decree No. 126/2017/ND-CP
regarding the equitisation of State-owned enterprise (SOE) which takes effect on 1
January 2018 (“Decree 126”). The key points are below:
• SOEs can now apply the book building method on an initial public offering (IPO).
• Strategic investors must meet a two-year profitability test and enter into an
undertaking to (i) maintain the core business activities and trademarks of the
SOE after equitisation for at least 3 years; (ii) not transfer the investor’s shares for
at least 3 years; (iii) provide new technology and training to the company. A
breach of the undertaking will require the strategic investor to compensate for
any loss and a transfer back to the State of the shares held by the investor.
• An IPO involving a strategic investor is permitted if the State continues to hold
over 50% of the SOE.
• Decree 126 also provides a detailed process for selection of strategic investors.
