Asia Counsel Insights gives readers a concise insight into legal and business developments in Vietnam. This edition has news on decree on penalties on breaches of the securities laws; proposed changes to the decree on corporate bonds and a new proposed decree on multi-level marketing; and proposed changes to conditional business sectors.

1. ASIA COUNSEL INSIGHTS
17 November 2016
Asia Counsel Insights provide an
overview of the key trending legal
and business issues in Vietnam and
how they may impact your
business. Please enjoy your read.
Key Dates
 15 November 2016: Regulations
on Rules of Origin in ASEAN
Trade in Goods Agreement
takes effect.
 1 January 2017: increased
minimum wage takes effect.
Official Law Firm Partner of the
Vietnam Basketball Association
Business
Maritime service price listing
The Government issued Decree No.
146/2016/ND-CP dated 2 November
2016 regulating the listing of prices
and surcharges of container
shipping services and other services
at seaports. Highlights are:
 Shippers and their authorized
entities are allowed to charge
shipping service fees and
surcharges as listed only.
Charging unlisted fees or higher
fees are not permitted.
 Any increase of shipping fees
and surcharges must not take
effect earlier than 15 days after
such increase is listed.
 Seaport service providers,
shippers and their authorized
entities must notify the
Vietnamese Maritime
Administration of their website
where service fees are listed.
Decree 146 takes effect from 1 July
2017.
Investment
Amended list of conditional business
lines
A new draft Law on Investment
proposes to amend the conditional
business lines in appendix 4 of the
current Law. The following industries
and trades is proposed to be
eliminated from the list of conditional
business lines:
 Insurance agency training services
 Services of training in construction
projects management
 Land use right auction services
 Investment project assessment
consultancy services
 Tendering agency services
 Manufacture of gold bullion,
export raw gold and import raw
gold for manufacture of gold
bullion
 Plastic surgery services
 Land survey and assessment
consultancy services
 Festival organization services
 Strategic environment assessment,
environmental impact assessment,
environmental protection planning
consultancy services
 Refuse collection, transport,
processing services
 Production of animal feed
 Conformity certification and
declaration services.
The following business lines will be
made conditional:
 Overseas study consultancy
services
 Educational quality control services
 Registration and maintenance of
internet .vn domain name services
 Construction and repair of fishing
vessels
The draft law is to be discussed and
proposed to be passed by the National
Assembly by the end of the year.
The purpose of appendix is for the
Government to have the power to set
conditions on foreign investment in
these sectors.
About Asia Counsel
Asia Counsel is a dynamic international corporate and commercial law firm dedicated to serving clients in Vietnam. Our partners have over nine years of
experience in working on complex and challenging matters in Vietnam. We are committed to helping clients achieve their business strategies and providing
outstanding legal services.
If you have any questions on any of the items discussed above, please do not hesitate to contact us.
Christian Schaefer
Managing Partner
E christian@asia-counsel.com
Minh Duong
Partner
E minh@asia-counsel.com
Asia Counsel Vietnam Law Company Limited, Level 5, 18 HBT Building, 16-18 Hai Ba Trung Street, Ben Nghe Ward, District 1, Ho Chi Minh City

2. ASIA COUNSEL INSIGHTS
17 November 2016
Vietnam Fact Box
On 11 November 2016, the
National Assembly passed
the national budget for 2017.
Accordingly, the total
revenue for the national
budget balance is VND
1,212,180 billion, the total
expenditure for national
budget balance is VND
1,390,480 billion. The total
loan of national budget is
VND 340,157 billion.
The deficit of national budget
is VND 178,300 billion,
equivalent to 3.5% GDP,
including VND 172,300 billion
for central-level budget
deficit and VND 6,000 billion
for local-level budget deficit.
Source: quochoi.vn
Technology
Draft Law on Technology Transfer
The new Law on Technology
Transfer currently published for
comments is proposed to be
adopted in the next 3rd session of
the National Assembly. The
proposed new provisions under the
draft include:
 Investment projects using
technologies included in the List
of technologies of which
transfer is restricted and projects
possibly having adverse impact
on environment shall be subject
to technological assessment
before being approved.
 Technology transfer
agreements which must be
registered shall be effective
upon the issue of the
registration certificate.
 Cross-border technology
transfer and domestic
technology transfer involving
state-owned capital must be
registered.
 Transfer of technologies
between a parent company
and its subsidiary or between
affiliated entities must be
audited in term of transfer price.
Trading
Draft Decree on Multi-Level
Marketing
On 15 November 2016, the
Government published a draft
decree on multi-level marketing
(MLM) for public comments. The
draft sets forth a number of new
conditions that a MLM company
must satisfy, including:
 Having a template contract for
participation in MLM and a set
of transparent operation
principles, rewarding plan and
training program.
 Having a system of IT facilities
with servers located in Vietnam
to manage the participating
salespersons network;
 Having a website to provide
information of the company
and its MLM activities;
 Having a communication
system for receiving and
resolving questions and
complaints from participating
salespersons; and
 Maintaining an escrow deposit
of at least 5% of its charter
capital but not less than
VND10billion at a commercial
bank.
Securities
Amended Administrative Penalties
On 1 November 2016, the Government
issued Decree No.145/2016/ND-CP
amending a number of articles of
Decree No. 108/2013/ND-CP on
administrative penalties in securities
sector. Decree 145 stipulates a number
of additional acts that are subject to
monetary penalties such as:
 VND50-70 million for failure to open
an escrow account, transfer the
proceeds from private placement to
the escrow account or use the
proceeds before the State Securities
Commission confirms completion of
the placement;
 VND400-700 million for creation of
fake documents in a private
placement;
 VND70-100 million for using treasury
stocks for guarantee measures or
capital contribution.
Decree 145 also includes a new section
on administrative penalties for violations
of anti-money laundering regulations by
securities companies, fund
management companies and securities
exchanges.
The amendments will take effect from 15
December 2016.
Corporate Finance
Draft Decree on issuance of corporate bonds
On 26 September 2016, the Government issued the draft decree on the issuance of
corporate bonds which will replace Decree No. 90/2011/ND-CP. Proposed changes
include:
 Issuers are no longer required to have a profitable business outcome in the
preceding year.
 An additional condition for domestic issuance is that the issuer have paid in full all
principal and interest of bonds issued in the previous tranche and must not have
any debt due in the last three consecutive years.
 Issuers are allowed to build one plan for issuing bonds in multiple tranches to meet
their financing demand.
 Issuers are obligated to disclose information to owners of bonds biannually and on
an extraordinary basis in special cases.