Q&A

(i)Changing the organizational structure, reorganizing labor;

(ii)Changing the product or product structure;

(iii)Changing the process, technology, machinery and equipment for production and business associated with the production and business lines of the employer.

(i)Economic crisis or recession;

(ii)Implementing the State’s policies when restructuring the economy or implementing international commitments.

(i)Judgments, decision to be enforced include:

•Judgments and decisions or parts of judgments and decisions of first-instance courts which are not appealed or protested according to appellate procedures;

•Judgments and decision of appellate courts;

•Cassation or reopening trial decision of courts;

•Civil judgments and decisions of foreign courts, and foreign arbitral awards which have been recognized and permitted for enforcement in Vietnam by Vietnamese courts;

•Competition case-handling decision of the Chairperson of National Competition Committee or the Council for handling of the competition restraint-related case, decisions on handling of complaints against of competition case-handling decision of the Chairperson of National Competition Committee or the Council for settlement of complaints about the competition case-handling decision, that involved parties are unwilling to enforce or do not file a lawsuit to a court after 15 days from the date on which the decision takes effects;

•Awards or decisions of commercial arbitrations;

•Bankruptcy settlement decisions of courts.

(ii)The following judgments and decisions shall be enforced immediately though they may be appealed or protested:

•Judgments and decisions on alimony, salary or wage, severance allowance, job-loss allowance, working capacity loss allowance or compensation for loss of life, health or mental harm, reemployment of dismissed employee;

•Decisions on application of provisional urgent measures.

(i)30 days from the date the judgments and decisions take effect for the following judgments and decisions:

•Judgments, decisions or parts of judgments, decisions of first-instance court which are not appealed or protested under appellate procedures;

•Judgments, decisions of appellate courts;

•Cassation or reopening trial decision of courts;

•Civil judgments and decisions of foreign courts, and foreign arbitral awards which have been recognized and permitted for enforcement in Vietnam by Vietnamese courts;

•Bankruptcy settlement decisions of courts must transfer judgments, decisions to the competence civil judgment enforcement agency.

(ii)15 days from the date the judgment and decisions take effect for the judgments, decisions on alimony, salary or wage, severance allowance, job-loss allowance, working capacity loss allowance or compensation for loss of life, health or mental harm, reemployment of dismissed employee.

(iii)Decisions on application of provisional urgent measures must be transferred to competence civil judgment enforcement agency immediately after issuing.

•Full name and address of the requester;

•Name of the civil judgment enforcement agency requested to enforce the judgment;

•Full names and addressed of the judgment creditor and judgment debtor;

•Information on assets, judgment execution conditions of the judgment debtor if any;

•Contents of the judgment requested to be enforced;

•Date of making the request;

•Signature or fingerprint of the requester; in case the requester is legal entity, its written request must be appended by the signature of its legal representative and its seal.

•The judgment enforcement requester has no right to request judgment enforcement or the contents of the written request for judgment enforcement are irrelevant to the contents of the judgment or decision; judgments, decisions do not arise rights, obligations of involved parties under the 2008 Law on Enforcement of Civil Judgments in case such judgments, decisions do not specify particular enforcement debtors and enforcement obligations;

•The civil judgment enforcement agency requested to enforce the judgment is incompetence to do so;

•The statute of limitations for requesting judgment enforcement has expired.

•Fines, retrospective collection of illicitly earned money and assets; court fees;

•Refund of money, assets to involved parties;

•Confiscation into the state budget or destruction of material evidence and assets; other amounts must be collected into the state budget;

•Decision on application of provisional urgent measures;

•Decision on settlement bankruptcy of the courts.

•3% of the money or value of assets received if it exceeds twice the base salary of public officers, public employees and armed forces’ personnel specified by the State but not exceeding VND5,000,000,000;

•VND150,000,000 plus 2% of the money or value assets received in excess VND5,000,000,000 if the money or value of assets received is exceeding VND5,000,000,000 but not exceeding VND7,000,000,000;

•VND190,000,000 plus 1% of the money or value assets received in excess VND7,000,000,000 if the money or value of assets received is exceeding VND7,000,000,000 but not exceeding VND10,000,000,000;

•VND220,000,000 plus 0.5% of the money or value assets received in excess VND10,000,000,000 if the money or value of assets received is exceeding VND10,000,000,000 but not exceeding VND15,000,000,000;

•VND245,000,000,000 plus 0.01% of the money or value assets received in excess VND15,000,000,000 if the money or value of assets received is exceeding VND15,000,000,000.

(i)The judgment creditor shall be exempt from paying the enforcement fee if he/she:

a.Is eligible for war veteran benefits;

b.Has been confirmed by the People’s Committee of the commune where he/she resides that he/she is living alone; is disable or chronically sick and be confirmed by the health facility of the district or a superior health facility;

c.After the civil judgment enforcement issues decision on not having enough condition to enforce the judgment and the judgment creditor verifies this.

(ii)The judgment creditor might have the enforcement fee reduced as follows:

a.Up to 80% reduction if the judgment creditor is facing financial difficulties as specified in Clause 2, Article 22 of Decree No. 62/2015/ND-CP and such difficulties are confirmed by the People’s Committee of the commune where he/she resides or by his/her employer;

b.30% reduction of the enforcement fee proportional to the money obtained from liquidation of the judgment debtor’s property which is verified by the judgment creditor and the civil enforcement agency is able to liquidate the property to execute the judgment without having to take forcible measures, unless the property is specified in the judgment, decision of the Court or the award of the Arbitration.

c.20% reduction of the enforcement fee in the case specified at Item (ii).b if forcible measures must be taken, unless the property is specified in the judgment, decision of the Court or the award of the Arbitration.

•The judgment debtor has no income or has low incomes which can only ensure his/her minimum living standards and persons whom he/she shall nurture, and has no properties for judgment enforcement or has properties but the value of such properties are sufficient only for paying expenses for judgment enforcement or such properties are not allowed to distrained or handled for judgment enforcement under the law;

•The judgment debtor is obliged to return specific objects, but these objects no longer exist or are irreparably damaged; to return papers are not able to be recovered or reissued, provided that involved parties has no other agreements;

•The address or place of residence of the judgment debtor or the minor consigned to other persons for nurturing cannot be identified.

In case judgment debtor are unable to execute judgment:

•At least once every 6 months, enforcers must verify condition for judgment enforcement. In case judgment debtor who is unable to execute judgment due to be imprisoned with the remaining serving time of at least 2 years or new address or place where the judgment debtor resides cannot be identified, the verification must be conducted at least once a year.

•After 2 times of verification, if the judgment debtor is still unable to execute judgment, civil judgment enforcement agency shall notify in written verification result to the judgment creditor. Re-verification shall be conducted only when having new information on the judgment debtor’s conditions for judgment enforcement.

(i)The order of payment of money collected from the judgment enforcement is as follows:

a.Expenses of judgment enforcement and an equivalent amount with the average rental for 1 year in the locality if the coerced property is the sole residence of the judgment debtor and he/she becomes unable to rent or to build a new house;

b.Alimony; salary, wage, severance allowance, job-loss allowance and working capacity loss allowance; compensation for loss of life, damage to health or mental harms;

c.Court fees and charges;

d.Other payable under judgments, decisions.

(ii)In case of handling assets in pledge or mortgage whereby pledgee or mortgagee is judgment creditor or in case of selling assets that the judgment or decision decided to be distrained to secure the fulfillment of a specific obligation, the sum of money collected from selling pledged, mortgaged or distrained shall be paid first of all to pledgee and mortgagee or party with secured obligation after subtracting all the expenses at Item (i).a.

In case of handling assets in pledge or mortgage whereby pledgee and mortgagee are not the judgment creditor, such pledgee or mortgagee shall be paid before other payables.

(iii)The order of payment of money collected from the bankruptcy judgment or decision is executed under the law on bankruptcy.

•The judgment debtor falls seriously ill as certified by a medical establishment of district or higher level, or has entirely or partly lost his/her civil act capacity under a court decision;

•Judgment debtor’s address has not yet been identified, or judgment debtor cannot fulfill by itself its obligations under the judgment or decision for plausible reason;

•Involved parties agree to postpone the judgment enforcement; the agreement on postponement must be made in writing which clearly states the postponement duration and bears the signatures of involved parties; in this duration, the judgment debtor shall not bear the interest arising from the postponed judgment enforcement, unless otherwise agreed by involved parties;

•Assets for judgment enforcement are accepted by the Court for handling under Article 74 and 75 of Law on Enforcement of Civil Judgment; the value of distrained assets defined in Article 90 of Law on Enforcement of Civil Judgment is equal or lower than enforcement expenses and secured obligations upon the reduction of their prices under regulation;

•The judgment enforcement is in the period for competence agencies to explain judgment and decision and respond to recommendations of civil judgment enforcement agency under Point b, Clause 2, Article 170 of Law on Enforcement of Civil Judgment;

•Assets recipients, persons assigned to nurture involved parties have been properly informed twice of the receipt of assets a to-be-nurtured persons but fail to show up to receive;

•The transfer of rights and obligations for judgment enforcement according to Article 54, Law on Enforcement of Civil Judgment has not been made due to force majeure circumstances or objective obstacles;

•Distrained assets cannot be sold, and judgment creditor refuses to receive them for judgment enforcement under Clause 3, Article 104 of Law on Enforcement of Civil Judgment;

•Upon receiving requests of persons with protesting competence for cassation or reopening to the judgment, decision of the Court.

(i)The judgment enforcement is suspended in the following cases:

a.Upon receiving decisions on judgment enforcement suspension from persons competent to protest judgment or decision under cassation or reopening procedure.

b.Upon receiving court’s notice of acceptance o application for opening of bankruptcy procedure for judgment debtor.

(ii)The judgment enforcement is discontinued in the following cases:

a.The judgment debtor dies without estate or after his/her death, his/her obligations under judgment or decision must not be transferred, as prescribed by law, to his/her heirs;

b.The judgment creditor dies but his/her rights and interests under the judgment or decision must not be transferred to his/her heirs or he/she dies without heirs;

c.The involved parties have written agreement or the judgment creditor has a written request to discontinue a part or whole of his/her rights and interests relating to the judgment or decision, unless the judgment enforcement discontinue affects rights and interest of a third party;

d.The judgment or decision is partially or wholly quashed; unless the buyer of assets through auction pay fully for purchasing assets but judgment of decision is protested, amended or quashed, civil judgment enforcement agency shall continue the asset handover, including coercive judgment enforcement for handling assets to purchaser, except when asset auction results are cancelled in accordance with law or involved parties reach another agreement;

e.The judgment debtor being an organization is dissolved and has no assets while, under the law, its obligations must not be transferred to another organization;

f.There is a decision on exemption the judgment enforcement obligation;

g.The Court has decided to open bankruptcy procedure for the judgment debtor;

h.The minor who had been consigned to another person for nurturing under judgment or decision dies or has become an adult.

•Blockading bank account;

•Temporarily seizing assets and papers;

•Suspending registration, transfer or change in the current state of assets.

•Deduction of money on accounts; recovery and handle the money and valuable papers of judgment debtor;

•Subtraction of incomes of judgment debtor;

•Distraint and handling of assets of judgment debtor, including also those held by third parties;

•Exploitation of assets of judgment debtors;

•Forcible transfer of objects, property rights and papers;

•Forcible performance or non-performance of certain job by judgment debtor.

•Do not proceed measures to coerce judgment enforcement from 10:00 PM to 6:00 AM of the following day, or weekends and holidays as provided by law and in other special cases specified by the Government.

•Do not proceed measures to coerce judgment enforcement by mobilizing forces for 15 days before and after Lunar New Year’s Eve; traditional days for beneficiaries of incentive policies who are judgment debtors, and in other cases that threaten social or political order or local traditions.

(i)The judgment debtor must pay the following expenses for coercive judgment enforcement:

•Expense for notification of coercive judgment enforcement;

•Expense for purchasing materials and fuel; hiring equipment for protection and medication, and equipment for fire and explosion prevention; and other necessary equipment for judgment enforcement;

•Expense for asset valuation, assessment and auction; expense for asset revaluation, except for the expense for revaluation upon judgment creditor’s request, except for revaluation due to violations of valuation regulations;

•Expense for rent, safekeeping and preservation of assets; expense for loading, unloading and transportation of assets; expense for employment of workers and cost of building partitions or dismantlement; expense for hired measurement and placement of landmarks for coercive judgment enforcement;

•Expense for seizure of assets and papers;

•Payment for persons directly participating in and protecting coercive judgment enforcement.

(ii)The judgment creditor must pay the following expenses for coercive judgment enforcement:

•The expense for revaluation upon judgment creditor’s request, except for revaluation due to violations of valuation regulations;

•Part or the whole of expense for building partitions or dismantlement in case judgment or decision requires judgment creditor to bear this expense.

(iii)The state budget shall pay the following expenses for coercive judgment enforcement:

•Expense for revaluation of assets due to violations of valuation regulations;

•Expense for verification of judgment execution conditions;

•Other necessary expenses under the Government’s regulations;

•Involved parties are entitled to exemption or reduction of expenses for coercive judgment enforcement under the law.

(i)In case of failing to identify the proportion of asset ownership or land use rights of the judgment debtor in the common assets for judgment enforcement, the enforcer shall notify to the judgment debtor and co-owners of assets or land use rights so they can know and reach an agreement on division of common assets or request to Court to settle the case under the civil procedure.

Past 30 days after receiving the notification, it no agreement between the co-owners or the agreement violates the laws or the co-owners cannot reach an agreement or they do not request the Court to settle the case, the enforcer shall notify the judgment creditor of his/her right to request the Court to identify the proportion of asset ownership or land use rights of the judgment debtor in the common assets according to the civil procedure.

Past 15 days after receiving the notification, if the judgment creditor fails to request the Court to settle the case, the enforcer shall request the Court to identify the proportion of asset ownership or land use right of the judgment debtor in the common assets according to the civil procedure.

The enforcer shall handle the assets according to the Court’s decision.

(ii)Distrained assets under common ownership of which ownership proportions of co-owners have been identified shall be handled as follows:

a.For dividable common assets, the enforcer shall apply coercive measures regarding the asset proportion owned by the judgment debtor.

b.For undividable common assets or in case the division considerably reduces the asset value, the enforcer may apply coercive measures regarding all assets and pay to other co-owners the value of asset proportions under their ownership.

(iii)Co-owners have the preemptive right to buy the asset ownership proportion of the judgment debtor in the common assets.

Before the first-time sale of the asset ownership proportion in the common assets, the enforcer shall notify and determine a time limit for co-owners to buy the asset ownership proportion of the judgment debtor at determined prices within 3 months for real estate and 1 month for movables. For subsequent asset sales, the time limit is 15 days after the valid notification is made.

Within 5 working days after the time limit for preemptive right expires, if co-owners do not buy assets, the assets may be sold under the law.

•Under the agreement of the involved parties;

•Under the judgment or decision which requires such deduction;

•Enforcement of judgments on alimony, periodical judgment enforcement, sums of money to be collected in judgment enforcement being small or other assets of judgment debtors being insufficient for judgment enforcement.

(i)Assets banned under the law; assets are used in service of defense, security and public interests; assets allocated from the state budget to agencies and organizations.

(ii)The following assets of judgment debtor being individual:

a.Quantities of food to meet essential needs of judgment debtor and his/her family during the period having no new incomes or yields;

b.Quantities of medicines needed for disease prevention and treatment for judgment debtor and his/her family;

c.Necessary tools of disabled people and tools used for taking care of sick people;

d.Ordinary worshipping objects according to local customs;

e.Essential working tools of small value and used as major or sole equipment of living of judgment debtor and his/her family;

f.Utensils necessary for the daily life of judgment debtor and his/her family.

(iii)The following assets of judgment debtor being enterprise, cooperative or production, business or service establishment:

a.Quantities of medicines needed for disease prevention and treatment for employees; food, foodstuff, tools and other assets used for serving meals for employees;

b.Kindergartens, schools, medical establishments and other equipment, and assets owned by these establishments and used for non-commercial purposes;

c.Devices, equipment and tools for labor safety protection, fire and explosion prevention and fighting and environmental pollution prevention and fighting.

(i)The civil enforcement agency has the right to seize the mortgaged if the following conditions are fulfilled:

a.The judgment debtor has no more assets or has assets but insufficient for judgment enforcement; and

b.The value of such assets is higher than the secured obligation and expenses of coercive enforcement.

(ii)In this case, the civil enforcement agency shall notify to the mortgagee and when handling the mortgaged assets, the mortgagee shall have the preemptive right to receive the payment.

•The value of assets of judgment debtor is much larger than the judgment execution obligation and these assets can be exploited for judgment enforcement.

•The judgment creditor agrees with coercive exploitation of assets for judgment enforcement if the exploitation of assets does not affect the rights and interests of third parties.

(i)For assets formed before judgment debtor receives judgment enforcement decision, enforcer shall request asset owners to voluntarily move their assets and return land use rights to judgment debtors. In case asset owners fail to voluntarily move their assets, enforcer shall guide asset owners and judgment debtor to reach agreement in writing on an asset handling method. Within 15 days after the guidance is provided, if these parties still fail to reach agreement, the enforcer shall handle these assets together with land use rights in order to assure rights and legitimate interests of judgment debtors and owners of assets attached to land.

In case asset owners are land lessees or recipients of land use rights contributed as capital by judgment debtor without forming new legal entities, asset owners may continue signing land lease contracts or contracts on contribution of land use rights as capital with auction winners or recipients of land use rights for the remaining term of contracts they have signed with judgment debtor. In this case, before handling land use rights, enforcer shall notify bidders and persons requested to receive land use rights of the right of owners of assets attached to land to proceed with the signing of contracts.

(ii)For assets formed after judgment debtors receive judgment enforcement decisions, enforcers shall request asset owners to voluntarily move their assets to return land use rights to judgment debtor. If 15 days after being requested, asset owners still fail to move their assets or their assets are immovable, enforcer shall handle these assets together with land use rights.

For assets formed after seizure, if asset owners fail to move their assets or their assets are immovable, these assets shall be dismantled. Enforcer shall organize the dismantlement unless land use right recipients or land use right auction winners agree to purchase these assets.

(iii)Owners of assets attached to land of judgment debtor may be refunded from the sale of assets or receive back assets in case these assets have been dismantled but shall bear seizure, valuation, auction and dismantlement expenses.

•Performing decision on prohibiting or forcing the involved parties to do certain acts; consigning minors to individuals or organizations for care, fostering, nurturing and educating; suspending enforcement of decisions on dismissal of employees: Coercive performance of the obligation to do/not to do certain jobs; coercive consignment of minors to assigned fosterers under judgment or decision; coercive reemployment of employees;

•Performing decision on forcing the performance of part of the alimony obligation or the obligation to pay compensation for loss of life or damage to health; forcing employers to make advance payments of salary, wage, labor accident or occupation disease compensations to employees: Coercive deduction of money on accounts; recovery and handling of money and valuable papers of judgment debtor, including also those held by third parties; forcible transfer of objects, property rights and papers;

•Performing interim measures on seizing of disputed assets: coercive measures on handling of disputed assets upon performing coercive measures.

•Performing decision on prohibiting the transfer of property rights to disputed assets; change of the current state of disputed assets; blockading accounts at banks or other credit institutions: Security measures on blockade of accounts, seizure of assets and papers, suspension of registration or transfer of ownership or change in the current state of assets.

•Performing decision on permitting the harvest and sale of cash crops or other commodity products: Coercive measures: seizing and handling the assets of judgment debtor, including the assets held by third parties, valuating the seized assets, revaluating the seized assets, handing over assets for judgment enforcement, selling the seized assets.

(i)In case the cassation or reconsideration decision upholds legally effective judgment or decision:

a.In case cassation or re-opening decision upholds legally effective judgments or decision which has not yet been enforced or have been partially enforced: continue the judgment enforcement;

b.In case the judgment or decision has been completely enforced: notify such to the Court which have made cassation or re­opening rulings, the Procuracy at the same level and involved parties.

(ii)In case the cassation or reconsideration decision upholds lower-level court’s lawful judgment or decision which has been quashed or modified:

a.In case cassation decision upholds lower-level court’s lawful judgment or decision which has been quashed or modified, enforcement shall be conducted under this cassation decision and lower-level court’s lawful judgment or decision which has been quashed or modified.

b.For parts of lower-level court’s judgment or decision which has not been quashed or modified and not yet been enforced, Head of civil judgment enforcement agency shall issue decision on continued judgment enforcement; If these parts have been completely enforced, Head of civil judgment enforcement agency shall notify such to the Court which has made cassation decision, the Procuracy at the same level and involved parties.

c.For parts of court judgment or decision quashing or modifying lower-level court’s judgment or decision which has been partially or completely enforced, involved parties may reach agreement on return of assets or restoration of property rights.

In case assets for judgment enforcement being movables subject to compulsory ownership registration or real estate are still in their operational conditions, the return of these assets to their owners shall be coerced.

In case assets have been lawfully transferred to third parties for bona fide possession through auctions or sold to persons who have become, under judgments or decisions of competent state agencies, owners of these assets but then no longer own these assets due to the fact that judgments or decisions are quashed or modified or the state of assets subject to judgment enforcement has been changed, original owners of these assets may not receive back their assets but may have the value of these assets refunded.

In case of claims for damages, agency that has made judgment or decision which has been quashed or modified shall settle it under the law.

(iii)In case the cassation or reconsideration decision quashes legally effective judgment or decision:

a.In case the cassation or reconsideration decision quashes legally effective judgment or decision and order that first-instance or appellate procedures must be held again, judgment enforcement shall be conducted under new legally effective first-instance judgment or decision or new appellate judgment.

b.In case the cassation or reconsideration decision quashes legally effective judgment or decision and stop the handling of the cases and the property part of quashed judgment or decision has been partially or completely enforced, Item (ii).c must be complied with.

•The judgment enforcement will be suspended after the Court accepts the petition on opening the bankruptcy procedures.

•The judgment enforcement will be canceled after the Court opens the bankruptcy procedures.

(i)04 types of enterprises:

a.Limited Liability Company, including Limited Liability Company with Two or More Members and Single-member Limited Liability Company;

b.Joint Stock Company;

c.Partnership; and

d.Private Enterprise.

(ii)04 types of investments:

a.Investment in establishment of economic organizations: for this type of investment, the investors are allowed to establish enterprises, i.e. economic organizations (as aforementioned types of enterprises) after obtaining the Investment Registration Certificates for investment projects in Vietnam;

b.Investment in the form of contribution of capital to, or purchase of shares or capital contributions at economic organizations;

c.Investment in the form of PPP contract, in which PPP contract is known as an investment contract in the form of public-private partnerships signed between competent state agencies and investors, enterprises of projects to run investment projects;

d.Investment in the form of BCC which is signed between investors for business co-operation to share profits, products without establishment of economic organizations.

•Whole investment projects implemented inside industrial parks, export-processing zones, hi-tech parks or economic zones: The Export Processing zone, Industrial Park, Hi-tech Park, Economic Zone Authority.

•Investment projects implemented both inside and outside industrial
parks, export-processing zones, hi-tech parks or economic zones: The Department of Planning and Investment.

(i)Requesting the approval from the National Assembly:

a.Projects with great environmental impacts or a latent possibility of causing serious environmental impacts, including:

•Nuclear power facilities.

•Change of use purposes of land under national parks, nature reserves, landscape protection areas and scientific research and experiment forests of 50 hectares or larger; headwater protection forests of 50 hectares or larger; wind-break, sand-break and tide-break protection forests, sea encroachment forests and environmental protection forests of 500 hectares or larger; production forests of 1,000 hectares or larger.

b.Land-using projects requiring change of use purpose of 500 hectares or larger of paddy fields with 2 or more crops per year.

c.Relocation and resettlement projects involving 20,000 or more people in mountainous regions or 50,000 or more people in other regions.

d.Projects requiring application of special mechanisms and policies required to be decided by the National Assembly.

(ii)Requesting the approval from the Prime Minister:

a.Projects falling into one of the following cases, regardless of their capital sources:

•Relocation and resettlement of 10,000 or more people in mountainous regions or 20,000 or more people in other regions.

•Building and commercial operation of airports; air transport.

•Building and commercial operation of national seaports.

•Petroleum prospection, exploitation and processing.

•Betting and casino business.

•Cigarette production.

•Development of infrastructure of industrial parks, export-processing zones and functional sub-zones in economic zones.

•Building and commercial operation of golf courses.

b.Projects other than those prescribed in Item (ii).a above which are capitalized at VND5,000 billion or more.

c.Projects of foreign investors in the sea transport, provision of telecommunications services with network infrastructure, forest plantation, publishing, press, establishment of wholly foreign-owned science and technology organizations and science and technology enterprises.

d.Other projects subject to the Prime Minister’s authorization in deciding the investment policy or investment in accordance with law.

(iii)Requesting the approval from provincial-level People’s Committees:

a.Projects entitled to land allocation or land lease by the State not through auction, bidding or transfer; projects requiring change of land use purposes, except projects implemented in industrial parks, export-processing zones, hi-tech parks or economic zones in conformity with approved master plans.

b.Projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer.

(iv)Besides, there are other projects requiring investment approval under the 2019 Law on Public Investment.

(i)The investor’s financial statement of the last 2 years;

(ii)Financial support commitment of parent company;

(iii)Financial support commitment of financial institution;

(iv)Guarantee for the investor’s financial capacity; or

(v)Document explaining the investor’s financial capacity.

(i)Not falling in any of the cases subject to operation termination prescribed in Article 48.1, the 2014 Law on Investment;

(ii)Satisfying the investment conditions applicable to foreign investors in case the project is transferred to a foreign investor and is in an industry or trade subject to conditional investment applicable to foreign investors

(iii)Satisfying the conditions prescribed in the law on land and law on real estate trading, in case the project is transferred together with land use rights; and

(iv)Satisfying the conditions prescribed in the Investment Registration Certificate or prescribed in other relevant laws (if any).

(i)The investor decides to terminate the project’s operation;

(ii)Under the termination conditions prescribed in the contract or enterprise charter;

(iii)The expiry of project’s operation term;

(iv)The project falls in one of the cases prescribed in Article 47.2 and 47.3 of the 2014 Law on Investment and the investor is unable to overcome the difficulties for operation suspension;

(v)The investor has the land for project implementation acquired by the State or is not allowed to continue using the investment location and fails to carry out procedures for change of investment location within 6 months from the date of issuance of the decision on land acquisition or disallowing the continued use of the investment location;

(vi)The project has ceased operation and past 12 months from the date of cessation, the investment registration agency cannot contact the investor or its lawful representative;

(vii)The investor fails to execute or is not able to execute the project after 12 months according to the schedule registered with the registry office and is not permitted to extend the project execution schedule as prescribed in Article 46, the 2014 Law on Investment; or

(viii)Under a court decision or judgment or an arbitral award.

(i)Being legally established as prescribed in this Code and relevant laws;

(ii)Having an organizational structure prescribed in Article 83 of this Code;

(iii)Having property independent from other natural and juridical persons and bears liability by its own property;

(iv)Participating independently in legal relations in its own name.

(i)State agencies, units of people’s armed forces using state assets to establish business enterprises to make profits for their own organizations or units;

(ii)Cadres, civil servants and public employees as prescribed by the laws on cadres, civil servants and public employees;

(iii)Officers, non-commissioned officers, career army men, national defense workers and public employees in agencies and units of the People’s Army; officers, career non-commissioned officers in agencies and units of the People’s Public Security of Vietnam, except those who are appointed to act as authorized representatives to manage the State-contributed capital in the enterprises;

(iv)Managers and professional managers in state enterprises, except those appointed as authorized representatives to manage the State-contributed capital in other enterprises;

(v)Minors; persons whose civil act capacity is restricted or lost; organizations without juridical person status;

(vi)Persons being examined for penal liability, serving prison sentences or administrative handling decisions at compulsory detoxification establishments or compulsory educational institutions or persons banned from conducting business, holding certain posts or performing certain jobs related to business under Court decisions; other cases prescribed in the laws on bankruptcy and corruption prevention and combat.

(i)Heads of Branches of the same foreign investor;

(ii)Heads of Branches of other foreign investors;

(iii)Legal representatives of the same foreign investor or other foreign investors;

(iv)Legal representatives of economic organizations established under the Vietnam law.

•The name in Vietnamese: Including the form of enterprise and the proper name.

•The name in foreign languages: which is translated from Vietnamese into a foreign language of the Latin script system. When translated into a foreign language, the proper name of an enterprise may be kept unchanged or translated according to its meaning.

•The abbreviate name: which is an abbreviation of either Vietnamese name or name in a foreign language.

•Using names which are identical or confusingly similar to the name of a registered enterprise.

•Using the name of a state agency, people’s armed forces unit, political organization, socio-political organization, socio-politico-professional organization, social organization or socio-professional organization as the whole or part of the proper name of an enterprise, unless it is consented by such agency, unit or organization.

•Using words, phrases and symbols which contravene national historical traditions, culture, ethics and fine customs.

(i)Owner of Private Enterprise;

(ii)General Partner;

(iii)Chairperson of the Member’s Council, Member of the Member’s Council, President;

(iv)Chairperson of the Board of Directors, Member of the Board of Directors;

(v)Director or General Director; and

(vi)Persons holding other managerial positions who are competent to enter into the company’s transactions on its behalf in accordance with the company charter.

(i)To exercise the assigned rights and perform the assigned obligations in an honest, prudent and best manner in order to best protect the lawful interests of the company;

(ii)To be faithful to the interests of the company; not to use business information, know-how and opportunities of the company; not to abuse their positions and titles, and assets of the company for personal benefits or for the benefits of other organizations or individuals;

(iii)To notify the company in a timely, sufficient and accurate manner of the enterprises of which they and their affiliated persons are owners or in which they have controlling shares or contributed capital amounts;

(iv)To exercise other rights and perform other obligations in accordance with law and the company charter.

(i)As for Limited Liability Companies with Two or More Members, the members of companies have the right to file lawsuits against managers.

(ii)As for Joint Stock Companies, the shareholder or a group of shareholders owning at least 1 percent of the number of ordinary shares for 06 consecutive months have the right to file lawsuits against managers.

(i)Limited Liability Company: the time limit for capital contribution is 90 days from the date of issuance of the Enterprise Registration Certificate.

(ii)Joint Stock Company: the time limit to make payment for the registered shares is 90 days from the date of issuance of the Enterprise Registration Certificate, unless otherwise provided in the company charter or the share purchase registration contract.

(iii)Partnership: the time limit is committed by members.

(iv)Private Enterprise: there is no time limit for capital contribution because an individual who is the owner of Private Enterprise must take responsibility for all activities of the private enterprise by all of his/ her property, i.e. the property of the owner of the Private Enterprise is also the property of the Private Enterprise.

(i)Holding more than 50 percent of the charter capital or total ordinary shares of such company;

(ii)Having the right to directly or indirectly decide the appointment of a majority or all of members of the Board of Directors and Director or General Director of such company;

(iii)Having the right to decide the amendment and supplementation of the charter of such company.

(i)Organizations who are members of Limited Liability Companies with Two or More Members owning at least 35% of the charter capital can authorize maximum 03 representatives;

(ii)Organizations who are shareholders of Joint Stock Companies owning at least 10% of the total amount of ordinary shares can authorize maximum 03 representatives.

(i)Shareholders, authorized representatives of shareholders who own 10% or more of the total amount of ordinary shares of the company and their affiliated people;

(ii)Members of the Board of Directors, Director or General Director and their affiliated people;

(iii)Enterprises prescribed in Article 159.2, the 2014 Law on Enterprise.

(i)Members, authorized representatives of members, Director or General Director, legal representatives of company;

(ii)Managers of parent companies, people having competence in appointing managers of parent companies;

(iii)Affiliated people of whom mentioned in Items (i) and (ii) above.

(i)Limited Liability Companies may be converted into Joint Stock Companies by the following methods:

a.Conversion with neither mobilizing other organizations and individuals to contribute additional capital nor selling the capital contributions to other organizations and individuals;

b.Conversion by mobilizing other organizations and individuals to contribute capital;

c.Conversion by selling all or part of the capital contributions to one or a number of other organization(s) and individual(s);

d.Projects requiring application of special mechanisms and policies required to be decided by the National Assembly.

(ii)Joint Stock Companies may be converted into Single-Member Limited Liability Companies by the following methods:

a.A shareholder acquires all the shares or capital contributions of all the remaining shareholders;

b.An organization or individual that is not a shareholder acquires all the shares of all shareholders of the company;

c.There remains only one shareholder of the company within a period exceeding the time limit that Joint Stock Companies must ensure the minimum shareholders as provided in Article 110, the 2014 Law on Investment.

(iii)Joint Stock Companies may be converted into Limited Liability Companies with two or more members by the following methods:

a.Conversion with neither mobilizing other organizations and individuals to contribute capital nor transferring shares to other organizations and individuals;

b.Conversion by mobilizing other organizations and individuals to contribute capital;

c.Conversion by transferring all or part of shares to other capital-contributing organizations and individuals;

d.Combination of the above methods.

(i)Offering to sell such capital to other members in proportion to their contributed capital amounts in the company on the same terms;
To revoke the effective judgment or decision and uphold the lawful judgment or decision of the Court at lower level which has been revoked or modified.

(ii)Transferring to non-members under the same offering conditions applicable to the remaining members only when the remaining members do not purchase or only purchase a part of the capital within 30 days from the offering date.

(i)An indefinite-term labor contract is a contract in which the two parties do not determine the term and the time of termination of the contract;

(ii)A definite-term labor contract is a contract in which the two parties determine the term and the time of termination of the contract within less than 36 months from the effective date.

(i)Name and address of the employer or of the legal representative;

(ii)Full name, date of birth, gender, residence address, number of identity card or other legal papers of the employee;

(iii)Job and workplace;

(iv)Term of the labor contract;

(v)Salary, form of salary payment, deadline for salary payment, salary-based allowances and other additional payments;

(vi)Regimes for promotion and salary raise;

(vii)Working time, rest time;

(viii)Labor protection equipment for the employee;

(ix)Social insurance, health insurance and unemployment insurance;

(x)Training, retraining and occupational skill improvement.

(i)In writing and made in 02 copies, one kept by the employee and the other kept by the employer.

(ii)By electronic means in the form of data messages in accordance with the law on electronic transactions which has validity as a written labor contract.

(iii)In verbal with the labor contract having term of under 01 month, unless:

a.Contract entered into with a group of employees who are full 18 years old or more.

b.Contract entered into with the person who is under 15 years old.

c.Contract entered into with domestic helper.

(i)A labor contract with persons employed as directors of State-invested enterprises.

(ii)A labor contract with the elderly.

(iii)A labor contract with foreign employees who work in Vietnam.

(iv)Extension of the labor contract with employees who are in their tenure as members of board of a employees’ representative organization while their labor contracts expire.

(i)It does not exceed 180 days for the enterprise manager position as prescribed by the Law on Enterprises, the Law on Management and Use of State Capital Invested in Business and Production at the Enterprise;

(ii)It does not exceed 60 days for positions which require professional and technical qualifications of collegial or higher level;

(iii)It does not exceed 30 days for positions which require professional and technical qualifications of intermediate level, or for technical workers and skilled staff;

(iv)It does not exceed 06 working days for other types of jobs.

(v)If an employee does not agree to temporarily perform a job which is not stated the labor contract for more than 60 accumulated workdays within 01 year and has to stop working, the employer must pay the salary for work stoppage.

(i)The employee is called up for military service or participates in the Militia and Self-Defense Force;

(ii)The employee is held in custody or detention in accordance with the criminal procedure law;

(iii)The employee is subjected to a decision on application of the measure of consignment to a reformatory, compulsory drug detoxification center or compulsory education institution;

(iv)The female employee is pregnant in accordance with Article 138 of the 2019 Labor Code;

(v)The employee is appointed to be the manager of a one-member limited liability company in which the State holds 100% of the charter capital;

(vi)The employee is authorized to exercise the rights and responsibilities of the owner representative for the State capital in the enterprise;

(vii)The employee is authorized to exercise the rights and responsibilities of the enterprise for the enterprise’s capital invested in another enterprise;

(viii)Other cases as agreed upon by both parties.

(i)The labor contract expires, unless the case that the labor contracts shall be extended until the end of tenure of the employees who are members of board of a employees’ representative organization and their labor contracts expire.

(ii)The work stated in the labor contract has been completed.

(ii)Both parties agree to terminate the labor contract.

(iv)The employee is sentenced to imprisonment but is not entitled to a suspended sentence or does not fall into the case of being released as prescribed in Article 328.5 of the Criminal Procedure Code, or is sentenced to death or is prohibited from performing the job stated in the labor contract under an effective judgment or decision of the Court.

(v)The foreign employee working in Vietnam is expelled under the effective judgments or decisions of the Court, decisions of competent State agencies.

(vi)The employee dies; is declared by the Court to have lost civil act capacity, be missing or dead.

(vii)The individual employer dies or is declared by the Court to have lost civil act capacity, be missing or dead. The institutional employer terminates operation or declared by the business registration agency of the People’s Committee at provincial level to have no legal representative, authorized person performing the rights and obligations of the legal representative.

(viii)The employee is dismissed.

(ix)The employee unilaterally terminates the labor contract.

(x)The employer unilaterally terminates the labor contract.

(xi)The employer lays off the employee in case of structural and technological change or due to economic reasons; splitting, separating, consolidation, merger; selling, leasing, converting enterprise type; transferring asset ownership, rights to use assets of an enterprise or a cooperative.

(xii)The labor permit of a foreigner employee working in Vietnam expires.

(xiii)The probation is unsatisfactory to the requirements stated in the labor contract or one party cancels the probation agreement.

(i)When the employee illegally terminates labor contract, the legal consequences are:

a.Not to be entitled to a severance allowance.

b.To compensate the employer half of a month’s salary in accordance with the labor contract and an amount equivalent to the salary in accordance with the labor contract for those days without prior notice.

c.To reimburse training costs to the employer.

(ii)When the employer illegally terminates labor contract, the legal consequences are:

a.To reinstate the employee in accordance with the entered labor contract; to pay the salary, social insurance, health insurance and unemployment insurance premiums for the days during which the employee was not allowed to work, and an additional amount equal to at least 02 months’ salary in accordance with the labor contract.

After being reinstated, the employee shall reimburse the received severance allowances and job-loss allowances if any to the employer.

In case the position or job agreed in the labor contract is no longer vacant and the employee still wishes to work, both parties shall negotiate to modify and supplement the labor contract.

b.If violating the time of prior notice, the employer shall pay an amount equivalent to salary in accordance with the labor contract for those days without prior notice.

c.In case the employee does not wish to continue working, in addition to the compensation stated in Item (ii).a, the employer shall pay a severance allowance in order to terminate the labor contract.

d.In case the employer does not want to reinstate the employee and the employee agrees, in addition to the compensation stated Item (ii).a and the severance allowance, the two parties shall negotiate on an additional compensation to the employee which must be at least equal to 02 months’ salary in accordance with the labor contract in order to terminate the labor contract.

(i)The whole contents of the labor contract are illegal;

(ii)The individual enters into the labor contract ultra vires or violates the principles of entry into labor contracts prescribed in Article 15.1, the 2019 Labor Code;

(iii)The job agreed in the labor contract is prohibited by law.

(i)The rights, obligations and benefits of the parties must be settled according to the applicable collective labor agreements; in case the collective labor agreements are not available, the provisions of laws are applied;

(ii)The two parties must modify and supplement the part of the labor contract which is declared invalid to conform with the collective labor agreement or the labor law.

(i)To inform and guide the outsourced employee to understand its internal labor regulations and other regulations.

(ii)Not to discriminate between the outsourced employee and its own employees regarding working conditions.

(iii)To negotiate with the outsourced employee on working at night or overtime as prescribed in the 2019 Labor Code.

(iv)To negotiate with the outsourced employee and the outsourcer in order to officially employ this outsourced employee in case the labor contract between the outsourced employee and the outsourcer has not yet expired.

(v)To return to the outsourcer the outsourced employee who fails to meet the requirements as agreed or who violates labor discipline.

(vi)To provide evidence of the outsourced employee’s violation of labor discipline for the outsourcer to consider and discipline such employee.

(i)The salary according to the job or title: salary in salary scale, payroll formulated by the employer.

(ii)Salary allowance which is an amount to make up for working conditions, work complexity, living conditions, level of labor attraction that are not taken into account or not adequately included in the salary corresponding to the job or title;

(iii)Other additional payments which are amounts in addition to salary and allowances related to the job or title stated in the labor contract, except for bonus, payment for mid-shift meals; assistances, allowances for employees not related to the job or title stated in the labor contract.

(i)On normal days, at least equal to 150%;

(ii)On weekends, at least equal to 200%;

(iii)On public holidays, paid leave days, at least equal to 300%, excluding the salary for public holidays, paid leave days of employees who receive daily salary.

(i)Rest time during working hours:

a.Daily rest time of 30 minutes in case of a shift of 8 consecutive hours or of 6 consecutive hours in case of an extremely hard, hazardous or dangerous job;

b.Daily rest time of 45 minutes in case of working at night with conditions mentioned above;

c.Daily rest time of 30 minutes if the employees work for 10 hours or more including overtime hours;

(ii)Breaks as required by the nature of jobs.

(iii)Rest time which is necessary during the working process for physiological needs of humans and included in labor norms.

(iv)Daily rest time of 60 minutes for female employees who are nursing their under-12-month infants.

(v)Daily rest time of 30 minutes for female employees during their menstruation periods.

(vi)Time of work stoppage not due to the employees’ fault.

(vii)Time for occupational safety and hygiene training, learning.

(viii)Time for meeting, learning and training as required or agreed by employers.

(ix)Time for meeting, learning and training of part-time trade union officers as summoned by higher-level trade unions in accordance with the law on trade unions;

(x)Working time is daily reduced at least one hour for elderly employees in the last year before their retirement.

(i)Time of apprenticeship and job training to work for employers as committed in apprenticeship or job training contracts.

(ii)Time of probation under labor contracts before working for employers;

(iii)Time of paid leaves for personal reasons;

(iv)Time of unpaid leaves agreed by employers, provided that the aggregated time of unpaid leaves does not exceed 1 month;

(v)Time of leaves due to occupational accident or disease, provided that the aggregated time of these leaves does not exceed 6 months;

(vi)Time of illness leaves, provided that the aggregated time of these leaves does not exceed 02 months;

(vii)Time of maternity leaves as provided in the law on social insurance;;

(viii)Time of leaves for trade union activities as provided in the law on trade unions;

(ix)Time of work stoppage or layoff not due to the employees’ fault;

(x)Time of suspension from work;

(xi)Time of being held in temporary custody or detention before returning to work after competent state agencies conclude that detainees are not guilty.;

(i)Warning;

(ii)Prolongation of the salary increase period for no more than 06 months;

(iii)Demotion;

(iv)Dismissal.

(i)An employee who causes damage to tools and equipment or has other acts causing damage to the assets of the employer;

(ii)An employee who loses tools, equipment or assets of the employer or other assets assigned to him/her by the employer or uses the supplies in excess of the permitted norms.

(i)Social Insurance: The employer’s payment rate is 17.5%, the employee’s is 8%;

(ii)Unemployment Insurance: The employer’s payment rate is 1%, the employee’s is 1%;

(iii)Health Insurance: The employer’s payment rate is 3%, the employee’s is 1.5%.

(i)To timely provide first aid and emergency for employees getting occupational accidents, and make advance payment for first aid, emergency care and medical treatment for employees getting occupational accidents or diseases;

a.The time-based salary or position-based salary in salary scale and payroll established by the employer under the law on labor. For employees received product-based salary or piecework salary, the salary shall be calculated under the time basic in order to calculate the product unit price or the piecework salary.

b.The salary allowances which are to make up factors regarding the working conditions, the work complexity, the living conditions, and the employee attraction level which is not included or incompletely included in the contractual salary, such as: title, position allowance, responsibility allowance, allowances for hard, toxic or dangerous work, seniority pay, area-based allowance, travelling allowance, attraction allowance and similar allowances.

c.Other additional payments which are specific amount and the contractual salary mentioned in the labor contract and paid regularly in each period of salary payment.

(ii)To pay all medical expenses for first aid, emergency, and medical treatment for victims of occupational accidents or diseases until their health conditions become stable, specifically as follows:

a.Co-payment expenses and expenses which are not covered by health insurance for employees participating in health insurance;

b.Expenses for medical assessment for determination of the level of working capacity decrease for employees whose working capacity is concluded to have decreased by under 5% and who are recommended by the employer to a Medical Assessment Council for medical assessment to determine the level of working capacity decrease;

c.All medical expenses for employees without health insurance;

(iii)To pay full salary to employees who get occupational accidents or diseases during their leave for medical treatment and working function rehabilitation;

(iv)To compensate for employees who get occupational accidents which are not entirely due to their fault and for employees who get occupational diseases as follows:

a.At least 1.5 months’ salary in case the employee’s working capacity decreases between 5% and 10%; the employer must additionally pay 0.4 month’s salary for every additional 1% of working capacity decrease from 11% to 80%;

b.At least 30 months’ salary in case the employee’s working capacity decreases 81% or more or for relatives of the employees who die of occupational accidents or diseases;

(v)To pay an allowance equaling at least 40% of the amount prescribed in Item (iv) above corresponding to the level of their working capacity decrease to employees who get occupational accidents due to their fault;

(vi)To recommend employees who get occupational accidents or diseases for medical assessment for determining the level of their working capacity decrease so that they can have medical treatment, health recovery and working function rehabilitation in accordance with law;

(vii)To provide compensation and allowance for victims of occupational accidents and diseases within 5 days after the Medical Assessment Council makes conclusions on the level of working capacity decrease or the Occupational Accident Investigation Union announces minutes of the occupational accident investigation in case of fatal occupational accidents;

(viii)To assign appropriate work based on conclusions of the Medical Assessment Council to employees who get occupational accidents or diseases after medical treatment and function rehabilitation in case they continue working;

(ix)To prepare dossiers for employees to obtain the occupational accident or disease regime from the Occupational Accident and Disease Insurance Fund;

(i)The Labor Mediator;

(ii)The Labor Arbitration Council;

(iii)The People’s Court.

(i)The strike does not fall into any cases prescribed in the 2019 Labor Code.

(ii)The strike is not organized and led by the employees’ representative organization.

(iii)The strike violates regulations on procedures and formalities to conduct strikes in accordance with the 2019 Labor Code.

(iv)When the collective labor dispute is being settled by competent agencies, organizations and individuals under the 2019 Labor Code.

(v)The strike is conducted in case where a strike is prohibited.

(vi)The strike occurs when there is the decision to postpone or cancel the strike issued by competent agencies.

•Disputes among parties which arise from commercial activities.

•Disputes among parties at least one of whom conducts commercial activities.

•Other disputes among parties which are stipulated by law to be settled by arbitration.

•Agreement made through communication between the parties by telegram, fax, telex, email, or other forms provided for by law;

•Agreement made through exchange of written information between the parties;

•Agreement recorded in writing by a lawyer, notary public or competent institution at the request of the parties;

•In their transactions, the parties refer to a document such as a contract, document, company charter or other similar documents which contains an arbitration agreement;

•Agreement made through exchange of petitions and self-defense statements which reflect the existence of an agreement proposed by a party and not denied by the other party.

•Disputes arise in the fields beyond the arbitration’s jurisdiction.

•The arbitration agreement maker has no competence under the law.

•The arbitration agreement maker has no civil act capacity under the Civil Code.

•The form of the arbitration agreement is incompliant with the law.

•A party is deceived, intimidated, or compelled while making the arbitration agreement and requests a declaration that such arbitration agreement is invalid.

•The arbitration agreement breaches prohibitions specified by law.

•The parties have an agreement to resolve their disputes at a specific arbitration center which has now shut down without any arbitration center that inherits its cases, and the parties fail to reach an agreement on another arbitration center to resolve their disputes.

•The parties have an agreement on appointment of a specific arbitrator in an ad hoc arbitration to resolve disputes, but when the dispute arises, because of force majeure events or objective difficulties, such arbitrator cannot resolve the case, or the arbitration center or court cannot find a substitute arbitrator as agreed by the parties, and the parties also fail to reach an agreement to select a substitute arbitrator.

•The parties have an agreement on appointment of a specific arbitrator in an ad hoc arbitration to resolve disputes, but when the dispute arises, such arbitrator refuses the appointment or the arbitration center refuses the arbitrator appointment, and the parties also fail to reach an agreement to select a substitute arbitrator.

•The parties have an agreement to resolve their disputes at a specific arbitration center but an arbitration rules of another arbitration center, which is different from the arbitration rules of the agreed arbitration center, is applied, the charter of the arbitration center selected by both parties does not allow the application of arbitration rules of other arbitration center, and the parties fail to reach an agreement on substitute arbitration rules.

•The goods/service seller and consumers have an overall agreement on provision of goods/services that contain arbitration terms drafted by the seller, but when the dispute arises, the consumers refuse to have the dispute resolved by an arbitral tribunal.

•For disputes involving no foreign element, the language to be used in arbitral proceedings is Vietnamese, except disputes to which at least one party is a foreign-invested enterprise. When a disputing party cannot use Vietnamese, it may use an interpreter.

•For disputes involving foreign elements or disputes to which at least one party is a foreign-invested enterprise, the parties shall reach agreement on the language to be used in arbitral proceedings. If they have no such agreement, the arbitral tribunal shall decide on the language to be used in arbitral proceedings.

•Date of making;

•Name and address of the requester; name and address of the witness (if any);

•Summary of dispute;

•Grounds and evidence (if any);

•Specific request of the requester and the value of dispute;

•Name and address of the person whom the plaintiff selects as arbitrator or requests for designation as arbitrator.

•Before the tribunal makes an arbitral award, the parties may withdraw their claim or counterclaim.

•Institutional arbitration means a form of dispute settlement at an arbitration center under the 2010 Law on Commercial Arbitration and rules of proceedings of such arbitration center.

•Ad hoc arbitration means a form of dispute settlement under the 2010 Law on Commercial Arbitration and the order and procedures agreed by the parties.

•The arbitrator is a relative or representative of one party;

•The arbitrator has an interest related to the dispute;

•There is a clear ground to conclude that the arbitrator is neither impartial nor objective;

•The arbitrator was a conciliator, representative or lawyer of one party before the dispute is brought to arbitration for settlement, unless such is consented in writing by the parties.

•Verifying matters;

•Collecting evidence;

•Summoning witnesses;

•Applying interim urgent measures;

•Resolving dispute of parties.

•Prohibiting any change in the status of assets under dispute;

•Prohibiting or forcing any disputing party to commit one or more certain acts to prevent acts which adversely affect the process of arbitral proceedings;

•Distraining assets under dispute;

•Requesting preservation, storage, sale, or disposal of any asset of one disputing party or all disputing parties;

•Requesting temporary money payment between the parties;

•Prohibiting transfer of the rights to assets under dispute.

•The individual plaintiff or defendant is dead without any heir of his/her rights and obligations;

•The institutional plaintiff or defendant has terminated its operation, gone bankrupt, or has been dissolved, consolidated, merged, divided, split up or reorganized without any agency or institution taking over its rights and obligations;

•The plaintiff withdraws his/her petition or is regarded as having withdrawn his/her petition, unless the defendant requests the settlement of the dispute to be continued;

•The parties agree to terminate the dispute settlement;

•A court has decided that the dispute falls beyond the tribunal’s jurisdiction, or there is no arbitration agreement, or the arbitration agreement is invalid or unrealizable.

•There is no arbitration agreement, or the arbitration agreement is invalid;

•The tribunal or arbitral proceedings is/are incompliant with the parties’ agreement or the 2010 Law on Commercial Arbitration;

•The dispute falls beyond the tribunal’s jurisdiction, when an arbitral award contains the details falling beyond the tribunal’s jurisdiction, such details shall be cancelled;

•The evidence provided by the parties on which the tribunal bases to issue the award is counterfeit, an arbitrator receives money, assets, or other material benefits from one disputing party, thus affecting the objectivity and impartiality of the award;

•The award contravenes the fundamental principles of Vietnamese law.

•Arbitration award of a foreign country which is a signatory to an international treaty about recognition and enforcement of foreign arbitral award together with Vietnam;

•Foreign arbitration awards other than the awards of foreign countries which are signatories to an international treaty about recognition and enforcement of foreign arbitral award together with Vietnam, will be based on principle of reciprocity.

•The parties of the arbitration agreement do not have capacity to conclude such agreement according to law applicable to each party;

•The arbitration agreement is not legally effective according to the law of a country which is chosen to be applied or according to the law of where the award is made in case the parties cannot choose a law to be applied to such agreement;

•The award debtors being agencies, organizations and individuals are not promptly and conformably notified of the appointment of arbitrators and of procedures for resolving the disputes at foreign arbitration, or due to other plausible reasons, such agencies, organizations and individuals cannot exercise their procedure rights;

•The foreign arbitrator’s award over a dispute is not requested to be settled by any parties or exceeds the request of parties of the arbitration agreement. If it is able to separate the parts of the decision on the matter which are requested and not requested to be settled at foreign arbitrator, the decision on the matter requested to be settled may be recognized and enforced in Vietnam;

•Composition of foreign arbitration and/or procedures for settlement of disputes conducted by foreign arbitrator is not conformable to the arbitration agreement or to the law of the country where the foreign arbitrator’s award has been made, in case the arbitration agreement does not provide for such matters;

•The foreign arbitrator’s award has not taken compulsory legal effect on parties;

•The enforcement of the foreign arbitrator’s award has been canceled or terminated by a competent agency of the country where such award is made or the country of the law that is applied;

•Under the Vietnamese law, the dispute shall not be settled under arbitration procedures;

•The recognition and enforcement of the foreign arbitration award contravene the fundamental principles of Vietnamese law.

(i)Person/Entity has the right to file a petition of bankruptcy procedure:

–Any creditor of unsecured debts, creditor of partly secured debts has the right to file a petition for initiation of bankruptcy procedure after 03 months from the payment due date for the debts which the enterprise does not pay;

–Any employee, internal trade union, the superior trade union if the internal trade union is not established has the right to file a petition for initiation of bankruptcy procedure after 03 months from the day on which the enterprise has to pay salaries and other debts to the employee which the enterprise does not pay;

–Any shareholder or any group of shareholders owning at least 20% of ordinary shares for at least 06 consecutive months has the right to file the petition when the joint stock company is insolvent;

–Any shareholder or any group of shareholders owning under 20% of ordinary shares for at least 06 consecutive months has the right to file a petition for initiation of bankruptcy procedure when the joint stock company is insolvent if it is mentioned in company’s charter.

(ii)Person has obligation to file a petition for initiation of bankruptcy procedure:

–Legal representative of enterprise, owner of private enterprise, president of the board of directors of joint stock company, president of board of members of multi-member limited liability company, owner of single limited liability company, general partner of partnership has obligation to file a petition for initiation of bankruptcy procedure when the enterprise or cooperative is insolvent.

(i)Petition for initiation of bankruptcy procedure filed by creditor must have these contents:

a.Date of making;

b.Name of the People’s Court with jurisdiction to settle bankruptcy;

c.Name and address of the requester;

d.Name and address of the enterprise for which bankruptcy procedure are requested to be initiated; evidence to request bankruptcy procedure;

e.Due debts.

(ii)Petition for initiation of bankruptcy procedure filed by employee, internal trade union must have these contents:

a.Date of making;

b.Name of the People’s Court with jurisdiction to settle bankruptcy;

c.Name and address of the requester;

d.Name and address of the enterprise for which bankruptcy procedure are requested to be initiated; evidence to request bankruptcy procedure;

e.The total salary and other due debts not yet paid by the enterprise to employees.

(iii)Petition for initiation of bankruptcy procedure filed by shareholder, group of shareholders must have these contents:

a.Date of making;

b.Name of the People’s Court with jurisdiction to settle bankruptcy;

c.Name and address of the requester;

d.Name and address of the enterprise.

e.Evidence to request bankruptcy procedure.

(i)The requester is not the one specified in Article 5, the 2014 Law on Bankruptcy.

(ii)The requester fails to modify or supplement the petition under Article 34, the 2014 Law on Bankruptcy.

(iii)Another people’s court has initiated bankruptcy procedure for the insolvent enterprise or cooperative.

(iv)The requester withdraws the petition under Clause 2, Article 37 of the 2014 Law on Bankruptcy.

(v)The requester fails to pay bankruptcy fee or advance court fee for bankruptcy procedure, except when he/she is not required to do so.

•The civil judgment enforcement must suspend the judgment enforcement procedure that enterprise is a judgment debtor, except the judgment or decision forces insolvent enterprise to pay compensation for life, health, honor or pay salaries to employees.

•People’s Court or Arbitration shall suspend the settlement of civil, business, commercial or labor cases related to the property obligation in which the enterprise is a party. The Court must separate and suspend the civil part in a criminal or administrative case related to the property obligation in which the enterprise or cooperative is a party.

•Competent agencies and organizations shall suspend the handling of security assets of enterprise for secured creditors.

(i)To manage assets, supervise business operations, conduct liquidation of assets of insolvent enterprise or cooperative which cover:

a.Verifying, collecting, managing documents and evidence related to operation of such enterprise or cooperative.

b.Making lists of assets, creditors, and debtors.

c.Preserving assets, preventing the sale or transfer of assets without permission of judge, preventing the disbursement of assets, maximizing the asset value of such enterprise or cooperative upon the sale and liquidation of assets.

d.Supervising the operation of such enterprise or cooperative under the law.

e.Hiring individuals and organizations to perform jobs under the law.

f.Proposing to a judge the sale of assets of such enterprise or cooperative to cover bankruptcy expenses.

g.Selling assets under decisions of judge to cover bankruptcy expenses.

h.Organizing the asset valuation and liquidation in accordance with the 2014 Law on Bankruptcy, reporting to the civil enforcement agencies and notifying related bankruptcy procedure participants about the assignment to individuals and organizations to conduct the liquidation of assets.

i.Remitting the collected amounts into bank account opened by People’s Court and competent civil enforcement agencies.

(ii)To represent enterprise or cooperative in case such enterprise or cooperate have no legal representative.

(iii)To request judge to:

a.Collect documents, evidence.

b.Declare a transaction is invalid and making decision to recollecting the assets of enterprise or cooperative which are sold or transferred illegally.

c.Apply provisional urgent measures, apply administration sanction, forward dossier to competent criminal agency for handling under the law.

•He/she/it breaches his/her/its obligations under the 2014 Law on Bankruptcy.

•There is a ground to believe that he/she/it is not impartial while performing his/her/its tasks.

•A force majeure circumstance renders him/her/it unable to perform his/her/its tasks.

(i)After initiating bankruptcy procedure, asset management officer, asset management and liquidation enterprise shall propose to the judge the settlement of secured debts which have been suspended under Clause 3, Article 41 of the 2014 Law on Bankruptcy, the judge will consider and handle as follows:

a.In case collaterals are used for carrying out procedures for resumption of business operation, security assets shall be handled according to the resolution of the creditors’ meeting.

b.In case collaterals are not used or unnecessary for carrying out procedure for resumption of business operation, collaterals shall be handled within the time limit stated in the contracts, for the secured contracts that have become due. For secured contracts that have not become due, before declaring enterprise or cooperative bankrupts, the People’s Court shall suspend the performance of these contracts and settle secured debts.

(ii)In case the collaterals are in danger of being destroyed or having their value significantly decreased, asset management officer, asset management and liquidation enterprise shall request the judge to immediately handle such collaterals.

(iii)The handling of collaterals shall be conducted as follows:

a.Secured debts arising before the People’s Court accepts the petition on initiation of bankruptcy procedure are paid by the corresponding collaterals.

b.In case the collaterals are not enough to pay debts, unpaid debts shall be paid during liquidation procedure of assets of enterprise or cooperative; if the value of collaterals is larger than debts, the difference will be added to the value of assets of enterprise or cooperative.

a.Bankruptcy expenses.

b.Salaries, severance allowances, social insurances, health insurances owed to employees; other interests under labor contracts, and collective labor agreements.

c.Debts arising after initiation of bankruptcy procedure in order to the resumption of the business operation of the enterprise or cooperative

d.Financial obligations toward the State; unsecured debts payable to creditors on the list of creditors; secured debts not yet paid because the value of security debts is insufficient to pay.

•Transactions are involved in the transfer of assets not at market prices.

•Transactions are to convert unsecured debts to secured ones or partially secured with assets of enterprises or cooperative.

•Transactions are payment or beneficial clearing for one creditor for an undue debt or larger than a due debt.

•Donations of assets.

•Transactions are not for business operation of enterprise or cooperative.

•Other transactions for the purpose of disbursing assets of enterprise or cooperative.

•Assets and property rights held by the enterprise or cooperative at the time the Court issues a decision to initiate bankruptcy procedure.

•Assets and property rights acquired after the Court issues a decision to initiate bankruptcy procedure.

•Value of collaterals in excess of secured debts payable by the enterprise or cooperative to secured creditors.

•Value of land use rights of the enterprise or cooperative determined under the law.

•Assets recovered from acts of hiding or disbursing assets of the enterprise or cooperative.

•Assets and property rights recovered from invalid transactions.

•Other assets specified by law.

(i)The following individuals have right to attend creditors’ meeting:

•Creditors named on the list of creditors.

•Employees’ representatives and trade union representatives who are authorized by employees.

•Guarantors who have already paid debts for insolvent enterprise or cooperative.

(ii)The following individuals have obligation to attend creditors’ meeting:

•Those who have filed petitions for initiation of bankruptcy procedure.

•Owner or legal representative of insolvent enterprise or cooperative.

(i)Being attended by creditors who represent at least 51% of unsecured debts. Creditors who do not attend the creditors’ meeting but have sent to the judge their written opinions on the content prescribed at Clause 1, Article 83, the 2014 Law on Bankruptcy before the date the meeting is held shall be regarded as attending the meeting.

(ii)Being attended by asset management officer, asset management and liquidation enterprise assigned to settle the petition for initiation of bankruptcy procedure.

(i)Requesting termination of the settlement of the petition on initiating bankruptcy procedure in case prescribed at Clause 1, Article 86, the 2014 Law on Bankruptcy;

(ii)Requesting application of measures to restore the business operation of the enterprise or cooperative;

(iii)Requesting declaration of bankruptcy of the enterprise or cooperative.

•Such enterprise or cooperative has fulfilled the restoration plan of business operation;

•Such enterprise or cooperative cannot implement the restoration plan of business operation;

•The time limit for implementing the restoration plan of business operation is over but the enterprise or cooperative remains insolvent.

(i)Within 15 days after receiving the report on results of the creditors’ meeting, the Court issues a decision on declaration of bankruptcy to the enterprise or cooperative when:

•Creditors’ meeting fails to meet the conditions on convene despite it is reconvened for the second time;

•The creditors’ meeting fails to meet the proportion to vote for approving the resolution;

•The restoration plan of business operation is not approved at the creditors’ meeting.

(ii)Within 15 days after receiving resolution of creditors’ meeting on requesting the declaration of bankruptcy under Point c, Clause 1, Article 83 of the 2014 Law on Bankruptcy, the Court considers on declaration bankruptcy of enterprise or cooperative.

(iii)Within 30 days after issuing a notice to bankruptcy procedure participants that the case is settled according to the simplified procedure, the Court shall consider and declare the enterprise or cooperative bankrupt in the following cases:

•Petition for initiation of bankruptcy procedure is filed under Clause 3 and 4, Article 5 of the 2014 Law on Bankruptcy but the insolvent enterprise or cooperative has no money or other assets to pay the bankruptcy fee and advance bankruptcy expenses;

•Petition for initiation of bankruptcy procedure has been accepted but the insolvent enterprise or cooperative has no assets to pay bankruptcy expenses.

•Petition for initiation of bankruptcy procedure is filed under Clause 3 and 4, Article 5 of the 2014 Law on Bankruptcy but the insolvent enterprise or cooperative has no money or other assets to pay the bankruptcy fee and advance bankruptcy expenses;

•Petition for initiation of bankruptcy procedure has been accepted but the insolvent enterprise or cooperative has no assets to pay bankruptcy expenses.

•If the bankruptcy declaration decision is not issued yet, assets obtained under the effective judgement or decision shall be added up to the enterprise’s or cooperative’s assets;

•If the bankruptcy declaration decision has been issued, assets obtained under the effective judgement or decision shall be divided according to the bankruptcy declaration decision.

•The enterprise or cooperative that is declared bankrupt has no assets to be liquidate or divided;

•The assets of the enterprise or cooperative that is declared bankrupt have been completely divided;

•The head of civil enforcement agency shall report the settlement of the bankruptcy case to the Court and notified related individuals, agencies, and organizations the suspension on enforcement of the bankruptcy declaration decision.

•Those who hold the position of president, director, general director and member of the board of directors in enterprises with 100% state capital which are declared bankrupt shall be prohibited from holding such positions in any state enterprises from the date their enterprises are declared bankrupt.

•Those who act as representatives of state capital at state-invested enterprises which are declared bankrupt shall be prohibited from holding management positions in any state-invested enterprises.

•If holders of management position in enterprises or cooperatives which are declared bankrupt intentionally violate the provision of Clause 1, Article 18, Clause 5, Article 28 and Clause 1, Article 48 of the 2014 Law on Bankruptcy, the judge shall consider and decide to deprive them of the right to establish, or act as managers of, enterprises and cooperatives within 03 years from the date bankruptcy declaration decisions are issued.