The Ministry of Health: Detailed Guide to the COVID-19 epidemic prevention and control for foreigners entering Vietnam to work for a short time (less than 14 days) 

   Issued together with Official Dispatch No. 4674 / B YT-MT dated August 31, 2020

       I. PURPOSE 

       Proactively preventing and combating COVID-19 epidemic in the process of foreigners entering Vietnam to work short-term for less than 14 days (hereinafter referred to as short-term working). 

       II. SUBJECTS OF APPLICATION 

       1. Foreigners who come to Vietnam to work for a short time include:  

       – Investors, experts, skilled workers, business managers with their relatives and entities as agreed with each country (hereinafter referred to as experts);   

       – Guests enter for diplomatic and official purposes. 

       2. Those who contact professionals and visitors for entry with purpose 

diplomacy and public service during the process of entering and working in Vietnam. 

         III. GENERAL PRINCIPLES 

       – Ministries, branches and provincial / city People’s Committees consider the need to invite experts and guests to enter Vietnam for short-term work and to ensure COVID prevention and control. -19. 

        – Not having concentrated medical isolation for 14 days, but must strictly and fully comply with regulations on prevention and control of COVID-19 epidemics, ensuring safety for experts and visitors entering for diplomatic and public purposes. cases and contacts, to prevent cross-contamination in the working process and not to infect the community.  

       – Those who come into contact with experts and visitors entering for diplomatic and official purposes must perform self-monitoring, when one of the manifestations: fever, cough, sore throat or difficulty breathing, report to local health and regulatory authorities. 

       – Accommodation for experts and guests entering for diplomatic and official purposes must comply with the provisions of Decision No. 878 / QD-BYT of the Ministry of Health dated 12/3/2020 promulgating “Guides medical isolation in isolated centralized epidemic prevention and control establishments COVID-19 ”or Decision No. 1246 / QD-BYT of the Ministry of Health dated 20/3/2020 issued“ Guidance on temporary medical isolation in practice in the hotel in the prevention and control of COVID-19 epidemic voluntarily paid by the isolated person ”. Absolutely not to cross-contamination at the property and infect the community. 

       – Experts and visitors entering for diplomatic and official purposes must have 

International health insurance or agencies or organizations that invite experts and visitors to enter the country for the purpose of diplomacy or public service to commit to pay treatment costs in case of COVID-19. Experts must enter 1 day before the scheduled working time to implement the provisions related to medical supervision; 

        – All expenses for isolation, vehicles, and testing for COVID-19 are covered by the unit or organization inviting experts. For guests entering with the purpose of diplomacy or public service, they will be free of charge (except for the cost of isolation at the hotel as desired). 

        – After 14 days from the date of entry, if the expert and visitor enter for diplomatic purposes, the official still needs to stay in Vietnam to work and the negative SARS-CoV-2 result is allowed to work. Normally, no isolation is required. 

        IV. REQUIREMENTS FOR PREVENTION AND FIGHTING COVID-19 

        4.1. For professionals who are on entry 

        4.1.1. Before entry 

        – Develop specific work plans, accommodation locations, means of transportation and isolation for experts, plans to ensure safety against COVID-19 in the working process of experts and people. contact.  

        – For immigration experts who only participate in meetings, sign contracts, agreements, and cooperate, priority is given to selecting meeting venues, signing and staying in provinces, cities with or near the gates. Export and entry in order to limit experts from going inland and moving to many localities cannot ensure measures to prevent and control COVID-19 epidemics. 

        – Experts must be tested for SARS-CoV-2 by Real time-PCR technique 3-5 days prior to the date of entry into Vietnam and test negative for SARS-CoV-2. The SARS-CoV-2 test must be done at the laboratory of the authorized medical authority.  

        4.1.2. At the place of entry and exit 

        – Streamline organization to welcome entry and exit experts: separate streams, not contact with other subjects. 

        – Experts must present negative test results for SARS-CoV-2 upon entry. 

        – Guide, inspect and supervise the electronic medical declaration for all experts, measure body temperature, screen to detect suspected cases. When one of the manifestations of fever, cough, sore throat, or breathing difficulty is detected, medical isolation should be organized immediately and should be treated as if the disease is suspected.  

        – Ask experts to use Bluezone applications while in Vietnam. 

      – Organize the transportation of accommodation experts according to the instructions in Section 6, Part IV. 

        4.1.3. At the accommodation 

        – Arrange separate accommodation for experts at the accommodation (hotel, accommodation arranged by the enterprise, other accommodation establishment) arranged by the People’s Committee of the province; ensure medical supervision, not contact with the community. It is best to arrange for all members of the expert team in one place for convenient monitoring and management. 

        – Set up a separate sampling room / area for SARS-COV-2 at the property to collect samples for all specialists. Requires the sampling room / area to be located in a separate, accessible location. Where it is not possible to arrange a separate sampling room / area, sampling can be obtained from the specialist lounge.  

        – Organize sampling and testing of SARS-COV-2 for all experts when arriving at the accommodation using RT-PCR technique. When the test results are negative, consider the decision for a specialist authorized to work locally. Sampling is done every 2 days during the expert’s stay in Vietnam. In case the expert test positive for SARS-CoV-2, follow the instructions in the attached Appendix. 

        – Take samples for testing 01 day before the expert leaves Vietnam to have a plan for quarantine and prevention for objects in contact during working with experts when necessary. 

        4.1.4. At the meeting place, sign it 

        Priority working right at the hotel campus, accommodation. Minimize the exposure. 

        a) Before the meeting, sign it 

        – Make a list of meeting attendees, sign (experts and people in contact with experts) with full information including: full name, date of birth, nationality, address of work, place Residence / residence and contact phone number, E-mail address. 

        – Arrange temperature measuring points for all delegates attending the meeting and signing (preferably, an automatic temperature measuring machine is arranged at the entrance of the meeting and signing venue). 

        – Arrange hand washing point with soap and clean water or hand sanitizer solution in meeting rooms, signing, public areas of the meeting place, sign and place mask for delegates to attend the meeting, sign conclusion. 

        – Arrange signs or notices to inform, guide and remind delegates to comply with regulations on prevention and control of COVID-19 (such as wearing a mask, washing hands, keeping a minimum distance according to regulations. with people around …). 

        – The meeting room, hall, the venue for the meeting or signing should be well ventilated, hygienic and disinfected according to the instructions in the attached Appendix.  

        – Arranging separate areas and seating positions for experts according to each country. Place nameplates and advance notice of seating positions so that experts can actively take the position.  

        – Arrange meeting rooms, sign the contingency to replace when the meeting room, the main signing must be isolated to prevent and fight epidemics. Arrange meeting rooms, signatories exclusively online for experts in case of need.   

        – Arrange working areas for the medical department to serve at the meeting place, sign in accordance with regulations. 

        – Arrange isolation rooms at the meeting place, sign to isolate participants who have one of the manifestations of fatigue, fever, cough, sore throat or shortness of breath while attending the meeting or signing. Isolation rooms must satisfy the following requirements:  

        + Arranged in a private area away from meeting rooms, signing, public places of meeting and signing places. Arrange a private path to the isolation room. 

        + Airy, well ventilated; restrict furniture in the room; having a mask, a place for hand washing with soap and clean water or a hand sanitizer containing at least 60% alcohol (hereinafter referred to as hand sanitizer); have garbage cans with tight lids; has a separate toilet area. 

        – Develop and print notices guiding regulations on prevention and control of COVID-19 epidemic to distribute to delegates attending the meeting and signing. Announcement in Vietnamese and English. If the meeting is a bilateral agreement, it can be in the language of the country participating in the meeting or signing. 

        – Requesting not to arrange meeting attendants, signing one of the manifestations of fatigue, cough, fever, sore throat, difficulty breathing in performing the task.  

        b) During the meeting, signing 

        – Pick up experts from the accommodation to the meeting location, and sign in as instructed in Section 6, Part IV. 

        – Make a list of all the delegates, the Organizing Committee, the attendants, reporters, the press attending the meeting, sign or at the meeting rooms, sign for convenient traceability when needed. 

        – Check body temperature, distribute masks to delegates before entering the meeting, signing. 

        – Distribute notices guiding regulations on prevention and control of COVID-19 epidemic to the delegates. 

        – Encourage not taking concentrated breaks between hours; should take a break, rest in place. Arrange for on-site refreshments and drinks for each delegate at the pre-arranged location. 

        – Meals during the meeting and signing process: Priority is given to on-the-spot meals with individual meals and meals. If eating together, ensure the distance between the delegates is at least 1m; Staggered sitting layout, not sitting opposite.  

        – The attendant must wear a mask and gloves during the mission. Make and keep a list and contacts of all attendants at the meeting, sign it (to facilitate tracing when needed).  

        – Perform cleaning and disinfection of the meeting place, sign according to instructions in the attached Appendix.  

        – Organize the inspection and supervision of the implementation of regulations on prevention and control of COVID-19 epidemics at the meeting and signing place. 

        – Monitoring the health situation, the test results of SARS-CoV-2 by experts. 

        c) After the meeting, sign it 

        All participants attending the meeting, signing (including international and domestic delegates), members of the Organizing Committee and other people concerned continue to self-monitor after the meeting ends. meeting, signing. If someone is determined to have COVID-19 within 14 days of closing the meeting or signing it:  

        – Notify local health and regulatory authorities for national delegates and those in contact with experts. 

        – Notify the agency or organization that invites experts to the expert so that such agency or organization will notify the local health care provider for timely handling measures. 

        4.1.5. At work, go to the field 

        – Transport experts to the field, to the workplace as instructed in Section 6, Part IV. 

        – Arrange hand sanitizer solution at convenient locations of working and field sites. 

       – Minimize the number of people meeting and contacting experts at work, going on field trips. Experts have to wear masks during their time working, going on field trips. Limit shaking hands, often wash hands with hand sanitizer. 

        – Ask those who meet and contact experts to wear a mask, wash their hands often with soap and clean water or hand sanitizer. Make a list of all the people who have contact with experts in the process of working, going on field trips to facilitate tracing when needed.  

        – Arrange medical staff to support, monitor and supervise health care professionals during work and field visits. 

        – Arranging dedicated toilets for experts working, going on field. 

        – At the end of the work or field trip: Carry out the cleaning and disinfection of the working location and the field site as guided in the attached Appendix. 

        4.1.6. Ensure specialist transportation 

        Organize the transportation of experts from entry to accommodation and during their stay in Vietnam by private means that meet the following requirements: 

        – Requires drivers, experts to wear masks during the journey.  

        – Arrange hand sanitizer solution on car near the door so that experts disinfect hands before getting in the car and during transportation. 

        – Carry out the cleaning and disinfection of the expert shuttle according to the instructions in the attached Appendix.  

        4.2. For guests entering for diplomatic or official purposes 

        The requirements for COVID-19 epidemic prevention are essentially the same as for the specialist.  

        – For VIP guests from the deputy minister level or equivalent or higher: not required to have a negative certificate for SARS-CoV-2 upon entry; not install, use Bluezone app and do not have to test for SARS-CoV-2 after entry. 

        V. ASSOCIATION OF IMPLEMENTATION 

        1. Ministries / branches 

        – Inform and guide affiliated agencies and organizations wishing to invite experts and visitors to enter diplomatic and official purposes to implement the contents specified in this guide.  

        – Inspecting, monitoring and evaluating the implementation of COVID-19 epidemic prevention and control during the time when experts and visitors enter for the purpose of diplomacy and official stay in Vietnam.  

        – Report to the National Steering Committee for COVID-19 Prevention and Control on the implementation situation when problems arise. 

        2. Provincial People’s Committee 

        – Inform and guide agencies and organizations located in the provinces or centrally-run cities wishing to invite experts and visitors to enter for diplomatic and official purposes to perform the prescribed contents. at this tutorial.  

        – Arrange separate residence and working places, ensure medical supervision, not contact the community. Approve the plan, means of transportation, isolation, and safety plan for COVID-19 epidemic prevention and control during the working process of experts and visitors for diplomatic purposes, public services and contacts. 

        – Assign the Department of Health of the province or city to be the focal point responsible for: medical monitoring and supervision, handling cases of or suspected COVID-19 and guiding environmental sanitation and disinfection in time. experts and visitors entering for diplomatic and official purposes staying in Vietnam; arrange a department / person responsible for medical monitoring and supervision at the residence, meeting, signing, workplace, field site; Prepare facilities for treatment of COVID-19 cases. 

        – Inspecting, monitoring and evaluating the implementation of COVID-19 epidemic prevention and control during the time when experts and visitors enter for the purpose of diplomacy and official stay in Vietnam.  

        – Report to the National Steering Committee for COVID-19 Prevention and Control on the implementation situation when problems arise. 

       3. Inviting agency or organization  

        – Develop an entry plan, transportation, accommodation, meeting place, signing, workplace, and specific field locations for experts and visitors to enter for diplomatic, official purposes, plans ensure safety in the working process of professionals and visitors entering with the purpose of diplomacy, public service and those in contact.  

        – Information and guidance on regulations on epidemic prevention and control COVID-19 in this guide and other relevant regulations of the Government of Vietnam. 

        – Comply with the contents specified in this guide. 

        – Report the implementation situation to the People’s Committee of the province / ministry or branch. 

        4. For professionals and visitors entering for diplomatic and official purposes  

        – Fully implement electronic medical declaration upon entry. Use the Bluezone app during your stay in Vietnam (except for VIPs from the Deputy Minister’s level or equivalent). 

        – Comply with all instructions and regulations on COVID epidemic prevention and control in this guide and the regulations of the Government of Vietnam.  

        – Daily self-monitoring of health, when there is one manifestation of fever, cough, sore throat, difficulty breathing, immediately notify the agency or organization inviting experts / visitors to enter for diplomatic and official purposes. and health agencies. 

        – Fully implement personal hygiene measures including:  

       Wash your hands often with soap and clean water or hand sanitizer, especially before entering the meeting room, before and after eating and drinking. 

       Limit shaking hands with others. 

       + Do not share personal items such as cups, water bottles, handkerchiefs … 

        – Do not leave the property. Implement meeting schedules, signing, working, and going on field trips according to previously announced plans.  

        5. For people in close contact with experts and visitors entering with diplomatic and official purposes during their stay in Vietnam. 

        5.1. Must be reported to health authorities to get the information. 

        5.2. During the process of contacting and working with experts and guests on entry for diplomatic and official purposes: wearing a mask, washing hands, ensuring separation and properly implementing COVID-19 epidemic prevention, self health monitoring. 

        5.3. After stopping contact, working with experts and visitors for diplomatic purposes, public service, need to self-monitor health, still be able to work normally, limit contact with the community within 14 days. from the last contact. 

         5.4. If there are symptoms of fever, cough, sore throat, shortness of breath and need to be isolated at the property, notify the local health authority or the Ministry of Health for consultation and examination according to regulations of National Steering Committee for epidemic prevention and control COVID-19 and Ministry of Health. 

         6. Unit managing meeting venues, signing, working places, field sites 

  Develop detailed plans, assign specific tools to affiliated units and related individuals to prepare facilities, human resources, equipment and coordinate with relevant agencies to organize the implementation. present contents as instructed in Part IV to ensure activities of COVID-19./ epidemic prevention and control. 

                                          APPENDIX 

        1. Management when an expert or someone in close contact with an expert (hereinafter referred to as the case) develops or suspects to have COVID-19 during the expert’s stay in Vietnam 

        1.1. In the case of one of the manifestations of fatigue, fever, cough, sore throat, difficulty breathing 

        – Notify the department / staff responsible for medical supervision at the accommodation / meeting / signing / work / during field visits. Call the hotline of the Department of Health or the Ministry of Health (phone number 1900 3228 or 1900 9095) or the local health authority for advice and if needed, seek medical advice. and treatment. 

        – Put people with symptoms of fever, cough, sore throat, shortness of breath into a temporary isolation room and handle as if suspected cases of COVID-19 as prescribed. 

        – Provide medical masks and instructions to wear properly.  

        – Limit contact with people around. 

        1.2. When there is confirmed case of COVID-19 

        When the expert’s test results are positive for SARS-CoV-2 during the expert’s stay in Vietnam, it is necessary to:  

        – Immediately notify the local health authority to implement isolation flow for treatment and treatment according to the regulations of the National Steering Committee for COVID-19 Prevention and Control and the Ministry of Health. 

        – Conduct disinfection and environmental treatment at the place of stay, meeting, signing, 

work, go to field according to the instructions in the attached Appendix. 

        2. Disinfection and environmental treatment 

       2.1. Specialist sterilization of transport vehicles 

        – After each transportation of experts, the vehicle should be cleaned and disinfected as follows: 

Use a towel to absorb common detergents such as (i) multi-purpose cleaning spray bottle, or (ii) disinfectant solutions containing 0.05% active chlorine (ensure contact time on the surface 10 minutes) or 0.1% active chlorine (ensure surface contact time is 1 minute), or (iii) 70% alcohol to wipe the surfaces to be wiped in principle from clean to dirty areas, from inside to outside, from top to bottom. The quarantine time after sterilization is at least 30 minutes. Note if the surface to be disinfected is dirty, clean the surface with soap and clean water before disinfection. 

        – Surface disinfection cleaning positions: Frequent contact positions such as car door handles, seats, windows, handles or handrails on the vehicle, the floor, the car air conditioner and the regular positions other exposure. 

        – Increase ventilation on the transport vehicle by increasing ventilation 

wind or open windows, use fans or other suitable solutions. Regularly clean the ventilation, fan and air-conditioning systems. 

        – Arrange enough garbage bags and carry out daily collection and treatment according to regulations. 

        2.2. Disinfect, handle meeting venue environment, sign 

        a) Carry out daily cleaning and disinfection at the meeting place, sign and / or meeting rooms, sign as follows: 

        – Wipe the disinfection with (i) multi-purpose cleaning spray bottle, or (ii) disinfectant solutions containing 0.05% active chlorine (ensure contact time on surface is 10 minutes) or 0 , 1% active chlorine (ensure surface contact time is 01 minute), or (iii) 70% alcohol. Only mix enough solution for the day. Use 70% alcohol to clean electronic equipment surfaces that are susceptible to chemical corrosion or have small cross-sections. The quarantine time after sterilization is at least 30 minutes. 

        – Prioritize disinfection by washing and let dry naturally. Dirty surfaces should be cleaned with soap or detergent solution and water before disinfection.  

        – Use rubber gloves, masks, and protective clothing when performing cleaning and disinfection. 

        – Places to be disinfected: meeting room, signing, canteen, elevator, waiting room, shared toilet area, dining room or dining room (if used) and other shared areas. 

        – Frequency of cleaning and disinfection: 

        + For the floor, walls, objects in the meeting room, sign the available surfaces 

Contact: Sterilize at least 01 time / day. 

        + For frequently exposed positions such as elevator buttons, handles 

doors, meeting tables, delegate seats (especially armchairs, side panels), microphone, shared computer keyboard, control buttons, handrails, common restroom and positions Frequent other contact: Disinfection at least 02 times / day.  

        b) Increase ventilation at meeting rooms, meeting venues, hallways, lounges, elevators by increasing ventilation or opening doors and windows, using fans or other suitable solutions. 

        c) Waste treatment: Arrange enough garbage cans with plastic bags and lids, placed in a convenient place. Waste must be collected and treated every day according to regulations. 

        2.3. Disinfection and treatment of the workplace environment, field locations 

        – Carry out disinfection and environmental treatment after the experts leave the workplace, the field site according to the instructions in the attached Appendix. 

        2.4. Disinfect and treat the environment when someone is determined to have COVID-19 

        Follow the instructions in Official Dispatch No. 1560 / BYT-MT dated 25/3/2020 

The Ministry of Health’s guidance on temporary instructions for disinfection and environmental remediation in areas where COVID-19 patients are present in the community or other instructions of the National Steering Committee or the Ministry of Health if any and note The following contents for disinfection of COVID-19 patients’ meeting, signing, workplace, and field locations 

        a) Areas to be disinfected 

        It is necessary to clean and disinfect all places where delegates with COVID-19 are present and in contact, including: 

        – At the meeting place, sign: All meeting rooms, reception rooms (if any); hallways, common paths leading to meeting rooms, elevators, lounges, toilets, and other shared areas of meeting and signing sites in which delegates with COVID-19 are present or in contact. 

       – At residence: Room of delegate with COVID-19; outside walls of residential rooms, corridors, common paths leading to delegate rooms, stairs, elevators, lounges, toilets and other shared areas of accommodation. 

        – Vehicle transporting delegates with COVID-19: Clean and disinfect all contact surfaces such as door handles, seats, windows, handles or handrails on the vehicle, floor and regular positions. other exposure. 

        b) Principle of sterilization 

        – Priority disinfection by wiping. Dirty surfaces must be cleaned with soap and clean water before disinfection. 

        – Chemical, disinfectant solution: Use a disinfectant solution containing 0.1% 

Active chlorine is available for disinfection cleaning. Only mix enough disinfectant solution for the day. Use 70% alcohol to clean electronic equipment surfaces that are susceptible to chemical corrosion or have small cross-sections. 

        – The isolation time after sterilization is at least 30 minutes. 

        Use the full range of personal protective equipment prescribed when performing cleaning and disinfection. 

        c) Measures for sanitation, disinfection and environmental treatment:  

        – Take measures to clean and disinfect at meeting venues, accommodation, and means of transport of delegates infected with COVID-19 under the guidance in Official Dispatch No. 1560 / BYT-MT dated March 25, 2020 of the Ministry Medical. 

        – Food and drink containers; Fabrics at the meeting places (such as tablecloths) and rooms of delegates with COVID-19 should be collected and disposed of according to the guidance of the Ministry of Health. 

         – All waste generated in meeting rooms, rooms, and vehicles of delegates infected with COVID-19 must be collected and treated as infectious waste. 

Garbage is collected in a yellow bag, tied to the top of the bag and put in another yellow bag, continuing to tie the top of the bag. All yellow bags must be labeled “SARS-CoV-2 RISK WASTE” and be disposed of according to regulations.  

Ministry of Health

Licensing for setting up retail business and retail establishments for Foreign-invested companies in Vietnam.

Vietnam has an attractive and potential retail market, attracting not only domestic investors but also many foreign investors. There are many foreign investors from Japan, Thailand, Korea, Europe, Singapore, Hong Kong, India…invest in Vietnam. However, in order to conduct retail activities in Vietnam, foreign investors need to meet certain conditions.

Retail Business License: 

1. Conditions for issuance of a business license as prescribed in Article 9 Decree 09/2018;

a) Business plan: business activities and methods of doing business; presentation of business plan and market development; labor need; evaluation of the implications and socio-economic effectiveness of the business plan;

b) Financial plan: An income statement made on the basis of the last audited financial statement if the enterprise has been established in Vietnam for at least 1 year; representation of capital, sources of funds and fund raising plans; enclosed with other financial documents;

c) The sale of goods and other related activities and financial situation of the foreign-invested business entity which is determined until the application for a business license, in case of circumstance prescribed in Clause 6 Article 5 hereof.

2. A document justifying that the enterprise incurs no overdue tax issued by the tax authority.

3. Copies of: the business registration certificate; certificate of registration for sale of goods and other related activities (if any).

Retail Outlet/ Retail Establishment

According to Decree 09/2018/ND-CP, foreign-invested economic organizations who want to set up retail establishments in Vietnam need to be granted a license to establish a retail establishment.

Conditions to be granted a license to set up a retail establishment of a foreign-invested company:

1. Setting up the first retail outlet

a) Acquire a financial plan for setting up retail outlet;

b) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year;

c) The location where the retail outlet is set up is conformable with the relevant planning in the relevant geographic market.

2. Setting up retail outlet other than the first retail outlet

Under the law, setting up a retail outlet other than the first retail outlet, unless such retail outlet is less than 500m2 in size and located in a shopping mall and not classified as convenience store or mini supermarket, Circumstances requiring compliance with ENT

(Contact us for detail)

3.  Application for license for establishment of retail outlet

1. An application form for license for setting up retail outlets (form No. 04 of Appendix enclosed herewith).

2. A representation specifying:

a) The location: Address of retail outlet; description of general area, relevant area and area for setting up retail outlet; representation of fulfillment of conditions prescribed in Point c Clause 1 Article 22 of this Decree; and enclosed retail outlet documentation;

b) Business plan at retail outlet: Presentation of business plan and market development; labor need; evaluation of the implications and socio-economic effectiveness of the business plan;

c) Financial plan for setting up retail outlets: An income statement made on the basis of the last audited financial statement if the enterprise has been established in Vietnam for at least 1 year; representation of capital, sources of funds and fund raising plans; enclosed with other financial documents.

3. A document justifying that the enterprise incurs no overdue tax issued by the tax authority.

4. Copies: Business registration certificate, certificate of registration for project setting up retail outlet (if any), business license.

5. A representation of ENT criteria prescribed in Points c, d and dd Clause 2 Article 23 hereof, in case of requiring compliance with ENT.

Authority to issue License is DOIT (Department of Industrial and Trade).

For any questions related to the licensing of retail establishment and implementation of investment procedures for foreign-invested companies, please contact Brian & Partners for detailed advice!

Attractive country for residence and working.

Vietnam is one of the fastest-growing economies in the world. Low costs and regulations that encourage foreign investment are only some of the key elements that attract foreign entrepreneurs. 

Trade agreements

The openness to the global economy are the numerous trade agreements Vietnam has signed to make the market more liberal.

  • Member of ASEAN and ASEAN Free Trade Area (AFTA)
  • Member of World Trade Organisation (WTO)
  • Bilateral Trade Agreement (BTA) with the US
  • Free Trade Agreement with the European Union 

Stable GDP growth

According to the World Bank, the GDP rate in Vietnam has experienced a stable growth, averaging 6.46 % a year since 2000.

Openness to foreign investment

  • Lower corporate income tax rate or exemption from the tax
  • Exemption from import duty, e.g on raw materials
  • Reduction of or exemption from land rental or land use tax

Competitive labor costs

Vietnam is still a country with low labor costs. Vietnam with its low minimum wage and growing economy is a great low-cost alternative and more and more investors decide to set up their manufacturing companies in Vietnam. 

THE IMPORTANCE OF  LEGAL DUE  

DILIGENCE IN M&A  TRANSACTIONS 

We pay great attention while carrying out the Merger and  Acquisition process and conducting its legal due diligence report  due to its importance and for its great effect on the business. 

 What are Mergers and Acquisitions? “Legal due  diligence is the  process of  

collecting,  understanding and  assessing all the  legal risks  associated during  a M&A process.  During due  diligence, the  acquirer reviews  all the documents  pertaining to a  target company  and interviews  people associated  with it. The idea  behind this  investigation is to  understand if there  will be any future  legal problems due  to this acquisition  or not.”

What are Mergers and Acquisitions? 

Mergers and Acquisitions (M&A) refer to the process of consolidating companies  or their assets. The terms merger and acquisition are often used interchangeably, but  have different meanings. 

A merger occurs when two companies agree to consolidate into a new entity. For  instance, Company A and Company B agree to come together to create a new entity,  Company C. 

An acquisition is a process whereby an existing company purchases and assumes  ownership over another firm or asset. For instance, Company A acquires Company  B and the two companies continue to operate as an existing entity, Company A. 

Why is the due diligence to be conducted? 

When purchasing pre existing assets, it’s the seller who holds much of the  information. Without a thorough information-seeking process, the acquirer could get  caught up in obligations it’s not yet ready to assume, such as litigation issues and  complicated tax matters… 

Before the acquirer enters into a contractual commitment to buy any assets and/or  shares of a target company, the acquirer needs to have an insight into what it is  planning to buy and what actual, potential and contingent liabilities it is assuming.  Reasonable verifications and precautions should be taken to identify target 

company’s legal, commercial and financial status, the target company’s obligations,  the effect of a change in ownership of the company on its substantial contracts,  litigations, potential risks, assets and intellectual property issues, relations with  customers and stakeholders. The process by which detailed information about the  target is obtained and assessed is called due diligence. 

Due diligence is an essential activity in mergers and acquisitions transactions and it  is mainly of three types; legal, financial and commercial. Therefore, the investigation  of the target may be conducted by different professional advisers, including business  advisers, accountants and lawyers. 

Financial due diligence is the process of determining whether the transaction creates  financial value for the acquirer, whereas, the commercial due diligence determines  the target’s current and projected performance and whether the business plan stands  up to the realities and competitiveness of the market.

The importance of legal due diligence 

Legal due diligence is the process of collecting, understanding and assessing all the  legal risks associated during a M&A process. During due diligence, the acquirer  reviews all the documents pertaining to a target company and interviews people  associated with it. The idea behind this investigation is to understand if there will be  any future legal problems due to this acquisition or not. 

We pay great attention while carrying out the Merger and Acquisition process and  conducting its legal due diligence report due to its importance and for its great effect  on the business; as, 

Firstly, it gives the acquirer a better opportunity to understand the target company  and its operations before purchase. Moreover, it acts as an icebreaker between the  legal counsel of both organizations so that they can work together to push the deal  through. 

Secondly, the buyer can use the information obtained through legal due diligence to  determine the right amount to pay for the transaction. It also gives a chance for the  buyer to closely analyze the financial, structural and operational aspects of the  business so that subtle things such as lawsuits against the company, employee and  labor arrangements, indemnification processes and intellectual property details can  be ascertained. 

Thirdly, the information obtained during the legal due diligence process can help  both the buyer and the target company to draft appropriate merger and acquisition  documents and other ancillary documents as may be needed. It also plays a role in  negotiating the right value for both parties, based on the legal obligations of the target  company; 

Lastly, the legal due diligence process will help to identify the possible problems  that can act as impediments to closing the deal. When both parties know the possible  impediments, they can take steps to address the same to ensure the smooth  completion of the agreement.

Conducting legal due diligence 

This article will shed light on the legal due diligence, its objectives and a sample  checklist. 

Legal due diligence is the process of collecting, understanding and assessing all the  legal risks associated during a M&A process. During due diligence, the acquirer  reviews all the documents pertaining to a target company and interviews people  associated with it. The idea behind this investigation is to understand if there will be  any future legal problems due to this acquisition or not. 

Legal due diligence is intended to be carried out to evaluate any legal issues that may  affect the value of the target company. Such an exercise is also required to identify  any prerequisites and conditions that must be fulfilled to achieve successful  completion of the transaction, or consents and approvals that may be required to duly  transfer ownership of the shares or assets of the target business. It is also vital for the  determination of the method of payment, negotiating the needed securities and  highlighting the main areas of risk and how such risks may be mitigated by agreeing  on proper risk allocation mechanisms including adequate representations, warranties  and indemnities. 

The legal due diligence process starts with the acquirer’s due diligence checklist and  request for the disclosure documents of the seller subject to confidentiality  restrictions. The scope of the investigation varies according to the type of the  proposed acquisition as it will usually be more extensive on the acquisition of the  entire share capital of a company than on an asset acquisition. 

Depending on the type of the proposed acquisition, a legal due diligence generally  covers an investigation of the following areas: 

Constitutive records 

First of all, the acquirer should know the incorporation framework of the target  company. Therefore, the acquirer’s lawyers should study among other things the  articles and memorandum of association of the target company, all general assembly 

Conducting legal due diligence 

and board of directors’ meetings, names of authority signatories and the authority  and capacity of each, shareholders register and list of all current shareholders  showing amounts of shares by percentage owned by each, all shareholders’  agreements, voting trusts, proxies and registration rights agreements. 

Management and Employment 

The acquirer’s lawyers will need to obtain full details of the target’s workforce, and  in particular the contractual terms that apply to its management team. The terms of  employment should be checked in addition to all severance agreements, pension and  profit sharing plans in which employees participate, including any such plans which  have been previously terminated but the assets of which have not been completely  distributed to plan participants, all incentive and non-incentive stock option plans  adopted for the benefit of employees, all welfare benefits plans (e.g., medical, dental,  life insurance, accidental death and dismemberment) which were adopted for the  benefit of employees, all governmental filings relating to the documents described  above including related to employees’ handbook or bylaws. 

Litigation 

Copies of all lawyers’ audit responses and summaries of all presently pending or  threatened claims, actions, suits, injunctions, legal proceedings, arbitrations,  amicable settlements, or any other legal or administrative proceedings by or against  the target company, including, without limitation, employment or labour claims (e.g.,  grievances, administrative charges, wage and hour claims, workplace safety matters,  civil litigation, unfair dismissal, unfair competition and workers’ compensation)  should be carefully examined. 

Tangible and Intangible Asset 

A target company should provide the acquirer a list of all tangible assets which are  owned by the seller; such as real properties also rented or leased properties including  all the relevant information and contracts regarding the assets, all the documentation  regarding intangible assets; for instance, patents, trademarks, copyrights, trade  names, franchises, licenses, and other intangibles.

Conducting legal due diligence 

The acquirer needs to ensure that the assets of the target company have the value as  stated, no restrictions are being imposed on the rights of the target company on these  assets and there are no risks that may depreciate the value of the assets. 

For instance, on an asset acquisition, the acquirer needs to verify whether the consent  of the landlord will be required for the assignment of any leasehold premises included  in the sale. 

Licenses and Permits 

It is important to check on all licenses, permits or certificates issued to the target  company by governmental authorities, which a particular target business should  have. These will need to be checked to make sure that they are still valid and they  cover all the operations of the business and whether the change of control in case of  a share acquisition shall not affect the validity thereof. 

Key contracts 

The significant contracts into which the target has entered should be examined in  order to (i) verify the obligations and the rights of the target company that will flow  down to the acquirer and that there are no non-arm’s length trading relationships; (ii)  investigate the chances to renew the contracts that are due to expire; (iii) figure out  the effect of change of control on such contracts and the requirements that need to be  satisfied to avoid any potential termination; and (v) investigate the assignment or  novation of contracts on an asset acquisition. 

Loans 

On an asset acquisition, the acquirer will need to enquire whether any of the assets  which are being transferred are the subject of a charge to decide whether any such  charge will have to be removed on completion, or the consent of the charge needs to  be obtained for the asset to be transferred. 

On a share acquisition, the acquirer should request copies of all loan or lien  documents, including notes, trust deeds and mortgages, security and finance 

Conducting legal due diligence 

agreements and financing statements in order to discern the nature and extent of the  target’s borrowing commitments and obligations.

In compliance with Policies issued by the Vietnamese Government, the authority has issued the code of conduct to allow the expert to travel to Vietnam:

Approval from the Provincial People’s Committee

Each expert must have their sponsored company which shall take responsibility for warranting experts during the time staying in Vietnam and have approval from Provincial People’s Committee

Post-approval

The visa will be issued for an foreign manager, investor, expert, technician to entry Vietnam

Entrance to Vietnam: Our expert will proceed documents for your entrance easily and fastest.

After arriving in Vietnam, the expert will be tested by the Vietnamese Health Department and moved to a selected Hotel for quarantine for 14 days. 

For Visa less than 14 days without quarantine

Notwithstanding the mandatory quarantine, on August 31, the Ministry of Health issued Official Dispatch No 4674/BYT-MT waiving the mandatory 14-day quarantine for foreign experts, investors, managers, and diplomats if they enter Vietnam for less than 14 days. 

If after 14 days they wish to stay in Vietnam, they can do so without quarantining, provided they test negative for the virus. The process for approval to travel to Vietnam with a duration of less than 14 days is similar to the above-mentioned processes. 

However, they must comply with all other health measures, which include: Remain at designated accommodation and follow the scheduled itinerary of the business trip; Install and use the Bluezone contract tracing app during their stay in Vietnam; and Wear face masks and maintain personal hygiene.

Investment in Vietnam – EU: Point out 3 notable advantages from EVFTA

July 1st, 2020

On the morning of June 8, 2020, the entire Vietnam’s National Assembly ratified the Free Trade Agreement between Vietnam and the Europe Union (“EVFTA”). This event has put an end to the long process of nearly eight years to negotiate, sign and approve as well as to put EVFTA on the launch pad, preparing to activate the effect from August 1, 2020.

Considered as the “new generation” FTA, according to the Ministry of Planning and Investment, EVFTA shall boost a dramatic growth in Vietnam’s exports to the EU, estimated to increase from 20% in 2020 to about 42.7% in 2025. At the same time, EVFTA will gain momentum to reinforce Vietnam’s GDP to grow by an average of 4.57 – 5.3% in the second half of this decade and reach 7.07 – 7.72% at the beginning of the next decade. In the context of the post-epidemic Covid-19 glitches with severe consequences from the epidemic to remedy, the bright scenarios from EVFTA shall bring excitement to restore the economy.

In light of the above, both parties of EVFTA have committed to bringing some prominent advantages as follows:

1. Advantage 1: Unloading the tariff barrier

Vietnam and the EU shall reduce or eliminate its customs duties on goods originating from the other party following its Schedule. At the same time, each party shall not maintain or adopt any duties, taxes, or additional charges of any kind imposed on, or in connection with, the exportation of a good on the territory of the other party. It is possible to mention that some of Vietnam’s key exports have found their position in this dream list such as rice, coffee, sugar, natural honey, vegetables, flowers, juices, textiles, footwear, wood and wood products, computers, electronic products, and components.

By the time EVFTA comes into force, it will lift 85.6% of the tariff lines applicable to Vietnam’s exports to the EU. And also have to wait for 07 years more until 99.2% of the tariff lines to be removed; 0.8% of the remaining tariff lines are only taxable if it exceeds the quota. Therefore, after a short roadmap, nearly 100% of Vietnam’s exports to the EU shall go through “the broad road” without any tax obstacles.

2. Advantage 2: Simplifying customs clearance

To facilitate the customs clearance – the vital requirement, serving the formulating free import-export areas – Chapter 4 of the EVFTA regulates some crucial commitments, including:

  • Publish its advance rulings in tariff classification of goods;
  • Applying risk management method, whereby, only examine the products at risk, without the need to consider all shipments to reduce the time of the release goods;
  • Only fees associated with the import and export, which are considered appropriate to perform the service, shall be charged, not on the percentage of goods;
  • No consular legislation is required for customs declaration papers, to advance to the complete removal of this procedure of import and export after 03 years since the validation of EVFTA.

3. Advantage 3: Opening the door to attract direct investment in trade and service from the EU

The EU investors have also received a large number of incentives from Vietnam, which are “untied” them from gaining more favorable access to several areas of the vibrant and potential markets that are expanding the door, namely:

  • Banking services: allowing EU credit institutions to add more voices through holding up to 49% of charter capital in 02 join stock commercial banks of Vietnam (except for 04 State-owned banks, including BIDV, Vietcombank, Vietinbank, Agribank) in 05 years since the validity of EVFTA;
  • Logistic services: permitting EU vendors to perform the empty container redistribution service initially on the Quy Nhon – Cai Mep route, proceed to expand on all routes after 05 years since the validity of EVFTA. EU enterprises are also allowed to provide dredging service and airport ground service by joining Vietnamese partners to establish a joint venture (the proportion of foreign capital limits to 51%);
  • Insurance services: allowing reinsurance transfer across the border and participate in the voluntary health insurance business according to Vietnam law, forecast the upcoming insurance market will be extraordinarily bustling and exciting;
  • Wine, liquor business: to preserve operating conditions according to the current license of the EU enterprise; they need only one “passport” for all the import, distribution, wholesale and retail activity on the basis of non-discrimination.

Besides, other sectors also welcome the EU investors, superior to the WTO Commitment Schedule of Vietnam, such as mid birth; nursing; physician and non-professional medical personnel; buildings cleaning; postal service; delivery; hygiene – cleaning emissions; noise treatment; protecting nature and landscapes; special photography, social services and health-related services; et cetera.

EVFTA along with the EU – Vietnam Investment Protection Agreement (EVIPA), which is on the way to be approved, will be an essential foundation to support and govern the liberties of investment – trade between partners on both sides of the continent.

In case you need more information or in-depth advice about EVFTA, please contact us to get the best support.