Involved in all aspects of business laws in Vietnam, we assist clients from multi-national corporations to small & medium sized companies and individuals in establishing their business presence in Vietnam and help them during their operations. We provide clients with a full range of services including legal advice and research on all areas of laws, review and drafting of legal documents, attending to administrative procedures with State authorities, attending to negotiations with clients, and representing clients in litigation and arbitration proceedings for resolving disputes.

Service

1.Banking & Finance

We advise local and foreign banks, financial institutions and corporate borrowers on Vietnamese laws related to a variety of loans and other debt-related instruments and financing transactions.

Type of services

Legal opinions for loans or financing transactions, including due diligence investigations;

Project finance;

Property development finance;

Asset and asset-backed financing;

Security structure and types;

Governmental approvals, registrations and enforcement of loans and security;

Review and drafting of banking documentation;

Legal compliance & regulatory advice.

2.Securities & Capital Markets

At the forefront of Vietnam’s rapidly evolving financial & capital markets, we advise and assist financial institutions, securities companies, fund managers, listed companies and unlisted companies to raise funds through primary and secondary issues of securities. The Securities & Capital Markets Practice is closely linked to our Banking & Finance Practice.

Type of services

Compliance advice on regulatory matters for listed companies;

Initial public offerings by companies in Vietnam;

Advice on listings of companies in Ho Chi Minh City Stock Exchange (HOSE) and Hanoi Stock Exchange (HNX);

Due diligence and issuance of legal opinions in respect of Vietnamese laws for international offerings;

Equitisation (privatisation) & reorganization;

Privacy, data protection and e-commerce.

Corporate restructuring;

Equity-related fund raisings such as rights issues, private placements & convertible securities;

Investment fund formation and fund-related work including structuring, pre-launch activities, and listing.

3.Private Equity

Indochina law is strong in providing clients with not only local knowledge in dealing with local-based transactions but also the international expertise in the advices and services. We have experiences in advising foreign and domestic investors during private and public offering of securities, attending negotiations, and conducting legal due diligence in a realistic suitable manner in the special context of a country in transition like Vietnam for the success of the clients.

Our private equity team provides a full range of services for all stages of the investment cycle, including fund establishment, investments (early stage and expansion), buyouts, portfolio transactions and exits.

Type of services

Legal due diligence;

Investment fund/ company establishment (including legal and regulatory aspects of fund structuring, establishment and capital raising);

Capital investments (including the negotiation and preparation of subscription agreements, convertible note deeds, shareholders’ agreements and other investment documents);

Portfolio management, additional capital investments, executive and employee incentive plans, capital re-organisations, re-financings, consolidations and restructurings;

Investments, listings on the stock exchanges.

4.Property

Like other related sectors, the property sector operates in one of the most changing legal environment in Vietnam. We are experienced at structuring large, complex real property projects in the way that can be workable in the specific context of Vietnam. We advise contractors, developers, consultants and other sector players to achieve their business goals.

We offer our services to not only domestic but also international-funded projects, in various type of projects including PPPs (widely known in Vietnam being BOTs, BTOs, BTs), covering every combination of approval, submission, location, procurement, construction, in some cases financing arrangement, commercial exploitation, and final exit.

Type of services

Corporate real estate;

Property development;

Fund arrangement;

Government approval and submission;

Retail, industrial, commercial and residential;

Public works, tourism, hospitality and entertainment.

5.Competition & Consumer

Enhancing 20-year practising experience in the fields of domestic and foreign investment, the Firm and its partners are strongly confident in assisting clients with advices and support in any phases of the full life of an investment project or an enterprise in Vietnam, from the establishment, production and/or trade, distribution and consumption of products, to the exit. We act beyond the “pure interpretation of words” as provided for by law to accompany clients during the protection of their legal interests and benefits and achievement of their business goals.

We offer a wide range of services in these fields to clients who have their investment and enterprise in numerous sectors and throughout the country.

Type of services

• Our services focus on the following:

• Providing legal and practical advices;

• Investigating the acts of infringement or violation;

• Participating in negotiations and conciliations between the parties;

• Representing the client at court or arbitration.

And the services cover the following:

• Competition and restrictive trade practices (including price fixing, refusal to supply, distribution arrangements, etc.);

• Consumer protection (including misleading or deceptive conduct, safeguarding brands, advertising and promotions clearance, sponsorships, etc.);

• Trade practices compliance;

• Product registration and liability;

• Mergers & acquisitions (including dominance and concentration analysis).

6.Insurance

Although being only given birth by a new development era of the country after the launch of “Doi moi” policy resulting in people’ speeding-up demand for safety and security in their life and activities, Vietnam’s insurance market quickly develops to receive the entry of many foreign comers. We act some insurance companies in the market and involve recently in some transactions in the sector, which involve the participation of insurance companies, government agencies and other third parties.

Type of services

• Business setting up;

• Advices on regulatory aspects of general insurance, life insurance, and statutory insurance (i.e. third party insurance, social/ healthcare/ unemployment insurance, and professional insurance);

• Policy reviewing and interpretations;

• Contract drafting, reviewing and finalizations.

7.Employment Relations

Our employment law practice provides you with informed, confidential advice on the full range of employment issues. We advise clients on all aspects of employment law, including litigation, transactional and advisory matters. Everything we do is geared to helping clients obtain the employment relations results they need to achieve the business results they desire, in the most practical manner in the context of Vietnam and in compliance with the applicable laws.

Type of services

Our services range from helping clients in setting up their rules for employment relations, drafting necessary documents including contracts through to representing them before the courts in labour-related disputes. As you would expect, our services cover:

• Employment relationships - recruitment and employment relations advice;

• Employment contracts - drafting employment documents, including labour agreements, labour collective agreements, operational rules;

• Employment compliance - compliance advice, registration of the employment documents, and reporting;

• Restructuring - labour restructuring and redundancy advices;

• Employee benefits - award policy advice; social, healthcare and unemployment insurance; and implementation;

• Expatriation - immigration, related taxation issues and other legal requirements that arise when sending employees to foreign countries and recruiting from abroad;

• Litigation - representing clients before the courts.

8.Taxation

We provide clients with tax planning and tax advice related to all business vehicles in Vietnam. Our tax lawyers advise on corporate income tax, personal income tax (for both local and expatriate staff), VAT, import & export duties, and we work closely with audit firms to arrange tax planning for corporate clients.

Type of services

• Tax planning

• Tax incentives and preferential tax treatment

• Tax disputes and investigations

• Withholding tax on cross-border transactions and services

• Capital gain tax for mergers & acquisitions

• Taxation for real estate & property development

• Transfer pricing

• Tax refund (import VAT & customs duties)

• Inward and outward investment structuring

9.Product Quality Registration/ Declaration

Catching up Vietnamese society’s increasing concerns related to medicine and healthcare accompanying with the country’s progress steps in improving life conditions for population, appropriate attention given to issues quite neglected before such as pollution, environmental hygiene and protection, health safety and security, as well as growth of medical dispenses in both public and private sectors. Besides, like wherever in the world, Vietnamese’s demand for the beauty always exists and more and more exigent. While such domestic industries are developing and not yet fully meet these demands. That made Vietnam becoming a prospective emerging market in the view of regional and international pharmaceutical and cosmetics manufacturers and attracting their entry. Therefore, at request of clients, in recent years, we created a team separately dedicated for providing services related to Product Quality Registration/ Declaration of pharmaceutical, cosmetics and chemical products, and foods.

Actually, this team’s services cover all issues that a client who operate in the captioned fields may need, ranging from legal and pratical advices; implementation of procedures for import, registration, declaration and advertisement; obtaining relevant licenses and permits; and drafting and reviewing dossiers and other necessary documents. The quality of works by our team is confirmed by the presence of more and more well-known world-wide players in these fields in the client database.

10.CORPORATE & COMMERCIAL:

Our Corporate & Commercial Practice provides the full range of legal services to corporate clients in various industries. We advise clients on corporate compliance and regulatory issues related to their business operations.

Type of services

Corporate secretarial services

Compliance matters and regulatory issues;

Commercial contracts and related contractual matters:

Labour & employment issues:

Licensing, agency and distributorship:

Incorporation of companies & investment vehicles in offshore jurisdictions

11.Insolvency & Restructuring

Insolvency and restructuring is often a combative area of law with commerce and financial acumen. We are proud of the best and most-well-known team in Vietnam with an intensive engagement in restructuring a number of big SOE corporations and companies with foreign capital in Vietnam.

Type of services

Together with our business consulting team, we offer a wide range of services in this area, covering:

• Legal due diligence;

• Insolvency and legal advice;

• Corporate restructuring, including conversion of a company from this type to the other type, reconstruction of the management bodies, merger, consolidation, split, separation;

• Dissolution, liquidation, bankruptcy;

• Public announcement, disclosure and compliance.