Pursuant to Article 43.5 of the 2010 Commercial Arbitration Law (“CAL”), if the parties already had an arbitration agreement but do not clearly indicate a specific arbitration institution, then if a dispute arises, the parties must reach agreement on the arbitration institution to resolve the dispute.
From time immemorial, inside the “subconscious” of every Vietnamese enterprise, the corporate seal has been its inseparable asset. A document without a seal stamped on it is deemed to have not legal value. However, from Vietnam’s integration into international economy, the legislator’s mindset about the role of the corporate seal has changed
Under previous regulations, when conducting investment in Vietnam, foreign investors and foreign-invested enterprises are required to open an invested capital account in a commercial bank operating legally in Vietnam. Dependent on the form of investment, invested capital accounts are classified into direct investment capital account or indirect investment capital account.
In the operation of enterprises, signing contracts is a regular work to be done before starting any transaction. Contracts to perform commercial activities are diverse and various and are becoming more and more complex. This also means that legal risks may increase. Once such risks arise, the contracting parties will suffer not only property losses but also serious and unpredictable legal consequences. So how to control these risks before signing the contracts?
The issue of social insurance (“SI”) unpaid by Enterprises is not new, but recently this has occurred more often than not, especially when the enterprise must pay for its employees’ compulsory SI based on wages and other relevant allowances from January 1st 2016 to December 31st 2017. When SI amounts are not fully collected, in addition to the State budget being influenced, employees face a number of issues affecting their legitimate interests. This article is going to analyze such aspect and tries to propose a solution in principle for enterprises to limit and help handle this problem.
Thuan Thien Company Limited (“Thuan Thien”) is a foreign-invested enterprise operating in the chemical manufacturing field. In its financial year of 2015, due to impact of the general regional economic context, Thuan Thien suffered an accumulated loss of VND 20 billion. In order to overcome this loss, Thuan Thien’s management decides to supplement the business lines of importation and wholesale of chemical admixtures besides its chemical manufacture. However, in submitting documents to the licensing body, Thuan Thien received an official dispatch replying that “a loss-making enterprise may not add new business lines”.
The shareholders of Bao Thanh Joint Stock Company (“Bao Thanh”) are about to sign a Share Transfer Contract (“Contract”) to transfer their shares in Bao Thanh to another partner. Under the Contract, there is a prerequisite condition that for the buyer to become a member of the Board of Management, the new member structure of the Board of Management must be certified by the licensing body. Nonetheless, when Bao Thanh discusses the announcement of this new member structure of the Board of Management with the licensing body, it replies that this is the company’s internal affair and it neither administers such matter nor requests the company to make any announcement or registration.
Investing under a business cooperation contract (BCC) is considered a preminent form because this is the way to cooperate in business and to share profit or products without establishing an economic organization. This form of investment is usually chosen by domestic investors to jointly contribute capital to implement a project, especially in the field of real estate business.
In accordance with the Civil Proceeding Code, though no limitation period is applied to the request for claiming the principal arising from a loan contract, for the interests arising from the principal, the limitation period shall be only 2 years. Therefore, if enterprises or individuals for a particular reason cannot initiate a legal action within 2 years, they will be greatly affected because of losing the right to claim the arising interests. Thus, how can the limitation period be restored?
The prevailing laws provide that the right to claim for debt can be mortgaged to secure performance of civil obligations. Nevertheless, the current regulations governing this issue are still not clear. The lack of detailed regulations may not properly protect the interest of a party to a secured transaction. To be specific, the mortgagee’s right to claim for debts may be affected in cases where the mortgagor and the party obliged to pay the debt mutually agree to offset their obligations without the mortgagee’s consent.
According to the Law on Commercial Arbitration (“LOCA”), in some cases, the parties are allowed to re-submit their dispute to an arbitration center even after the Tribunal issues a decision to suspend settlement of such a case. However, a number of circumstances where the LOCA permits re-submission are limited and some relevant articles governing this matter are still ambiguous. This causes the parties some difficulties when one party wants to re-submit its claim to the same Arbitration Center after the case has been suspended.
Upon engaging in any transaction, the parties are often only concerned about whether the contractual signatory of the other party is an legally authorized representative. Nevertheless, in fact, the contract signed may be still judged to be invalid although it was signed by their legal representatives. The questions here are why it is and whether there is any solution to such an issue. The actual case below will help us consider this in detail.
As from July 01st, 2016, the Civil Procedure Code 2015 ("CPC 2015") containing lots of more progressive regulations than the old one took into effect officially. However, some courts’ inflexible application of these provisions, due to their previous interpretation and habits existed with such a code, has still caused difficulties and even infringed enterprises’ right to take legal proceedings.
Pursuant to Article 300 of Law on Commercial 2005, the breaching party is only required to pay a penalty for its contractual breach where both parties have specifically agreed upon this matter in the contract. Nevertheless, in some cases, if the parties have no agreement or the article of penalty is unclear or confusing, the dispute settlement body may not accept to apply the agreement on penalty.
Unlike the Court’s proceedings, those in Arbitration Centers for accepting and handling a lawsuit are fairly simpler. In some cases, instead of refusing a lawsuit or requesting the Claimant to supplement some documents before handling the lawsuit, the Arbitration Center accepts such a lawsuit, which leads to suspension of the case when the Claimant cannot provide the Court/Tribunal with sufficient legal ground to file a case against the other party to the Arbitration Center. Consequently, this may cause serious damages to the time and effort of both the Claimant and the Arbitral Tribunal.
Entering into property insurance policies becomes popular as the companies are required to purchase or voluntarily purchase this sort of insurance to limit their risks. A problem worthy noting is that the insured party can be refused to be paid insurance for the reason raised by the insurer that the insurance policy was terminated due to the late payment of premiums. Here, the problem sounds more complex when the insurer still receives premiums despite the late payment in fact. Therefore, the question needed to clarify is whether the insurance policy would be automatically terminated and where an insurance event occurs after the premiums paid, whether the buyer is entitled to receive insurance.
The Government has recently issued Decree 37/2015/NĐ-CP on 22 April 2015 (“Decree 37”) which provides detailed regulations as to construction contracts with many new changes, most noticeable point of which is minimum advance payment in construction contracts.