The document summarizes recent legal updates in Vietnam related to labor, foreign investment, and priority projects. Some key points include: - Collective bargaining must occur at least annually and collective labor agreements will be reviewed by labor authorities. - Foreign investment in stocks will require listed companies to check ownership limits and sectors but further guidance is pending. - Unemployment benefits are calculated based on the average of the last 6 months of work and cannot exceed 5 times the minimum wage. - Projects applying high technology, energy, minerals, or exports can receive government guarantees if approved by the National Assembly or encouraged under investment law.

1. Rechtsanwalt in Vietnam - Oliver Massmann - Lawyer in Vietnam
- Vietnam - Legal Update August 2015
1. Circular No. 29/2015/TT-BLDTBXH issued by the Ministry of Labour, War
Invalids and Social Affairs guiding Government’s Decree 05/2015/ND-CP on
collective bargaining, collective labor agreement and handling with labour disputes
(“Circular 29”)
Issuance date: 31 July 2015
Effective date: 15 September 2015
Under Circular 29, collective bargaining must be conducted at least once a year. Particularly, the
next collective bargaining is required to take place within twelve (12) months from the last
collective bargaining.
With regard to collective labour agreement, the relevant labour authorities must make a
management book for collective labour agreements in accordance with the standard form set out
in an Annex to Circular 29.
Within 15 days upon receiving the collective labour agreements, the relevant labour authority is
required to review them to see if the contents of the collective labour agreement are illegal
pursuant to Vietnamese law. In case there are unlawful contents and/or the signatory is
unauthorized, the following steps must be taken:
(i) Should the collective labour agreement has not yet come into force, such unlawful
contents must be amended and/or supplemented, then be re-submitted to the relevant
labour authorities.
(ii) Should the collective labour agreement has been effective, the relevant labour authority
must ask the court to declare such collective labour agreement to be invalid and then keep
the relevant parties informed.
It is also worth noting that in case illegal strike causes damage(s) for the employer but the trade
union leading the strike does not agree with the contents of compensation request issued by the
employer, such trade union is allowed to get back to the employer with a written request to
arrange negotiation of the items with which the trade union disagrees.
Within three (03) working days from the date of receipt of such request from trade union, the
employer must discuss with the trade union the proposed time, place, and attendants of the
negotiation meeting. In case no agreement is reached, either parties may request a court
settlement.

2. In principle, this negotiation meeting must be recorded by a minutes where agreed and non-
agreed items are specifically addressed with confirmation signatories of the attendants. If the
parties reach an agreement, they are responsible for implementing the agreed matters.
2. Circular 123/2015/TT-BTC issued by Ministry of Finance guiding foreign
investment in Vietnamese stock market (“Circular 123”)
Issuance date: 19 August 2015
Effective date: 1 October 2015
At first glance, in spite of promulgating Circular 123 guiding Government’s Decree
05/2015/ND-CP on foreign ownership limit (FOL) ratios in listed enterprises in Vietnam,
investors still need to wait for another guidance by the Ministry of Planning and Investment on
the list of conditional business activities applicable for foreign investors.
Under Circular 123, a target listed company is responsible for checking the maximum statutory
FOL with respect to its business activities; the list of conditional business sectors; international
treaties and relevant local regulations as well.
For those listed companies which are allowed to have up to 100% foreign ownership but still
wish to limit this ratio, such FOL ratios are required to be officially addressed in the charter of
such listed companies.
In addition, Circular 123 describes the procedures and application dossier together with standard
forms for a target listed company to report the FOL to the State Securities Commission.
Nonetheless, Circular 123 does not provide enough guidelines for target listed firms to scale up
foreign ownership, so they also have to wait for the Ministry of Planning and Investment’s list of
conditional business sectors, which is not yet available. To the best of our awareness, the
Ministry of Planning and Investment is now working on investment conditions for foreign
investors and will publicize them soonest possible as required by the Government. We will keep
posted of any further development in this regard.
Finally, Circular 123 introduces the procedure for foreign stock-investors to register online
transaction codes. Also, from 1 October 2015, English documents shall be not required to be
translated into Vietnamese – which is to minimize burdens for those who would like to join the
stock market in Vietnam.
3. Circular 28/2015/TT-BLDTBXH by Ministry of Labour, War Invalids and Social
Affairs guiding Law on Employment and Government’s Decree 28/2015/ND-CP
regarding unemployment insurance (“Circular 28”)
Issuance date: 31 July 2015
Effective date: 15 September 2015

3. Under Circular 28, the monthly entitlement amount for unemployment insurance is equal to 60
per cent of the ‘regular salary’. As such, ‘regular salary’ of an unemployed staff is calculated as
the average rate of six (6) latest continuous months prior to his/her unemployment.
In case the unemployment insurance is interruptedly contributed during such six (6) latest
continuous months, ‘regular salary’ will be deemed as the average rate of six (6) latest months
where unemployment insurance is contributed.
It is also worth noting that the entitlement for unemployment insurance every month cannot
exceed five (5) times of the statutory minimum wage as set out by the Government at the time of
termination of labour contract.
4. Official Letter No. 5122/BKHDT-PC by the Ministry of Planning and Investment on
implementing the 2014 Law on Investment (“Official Letter 5122”)
Issuance date: 24 July 2015
Effective date: 24 July 2015
Official Letter 5122 regulates the following matters:
- Dealing with application dossiers received before the effectiveness of the 2014 Law on
Investment;
- Granting investment registration certificate to projects that are not subject to the approval
of investment policies;
- Procedures to amend the Investment License, Investment Certificate (concurrently serves
as Business Registration Certificate);
- Procedures to establish branches, representative offices of enterprises; and
- Supplements to business lines of foreign invested enterprises.
Discussed below are major points related to the above matters.
Application dossiers received before the effectiveness of the 2014 Law on Investment
If these application dossiers are already qualified for the issuance of the Investment Certificate
(IC), based on the investor’s written agreement on the issuance of the Investment Registration
Certificate (IRC), the investment registration authority will issue the IRC pursuant to the 2014
Law on Investment. For other application dossiers, the investors are required to amend the
dossiers in accordance with the 2014 Law on Investment, except otherwise required by such law.
Procedures to amend the Investment License, IC (concurrently serves as the Business
Registration Certificate)
If there are only amendments to the business registration content, enterprises will carry out the
procedures to apply for issuance of the Enterprise Registration Certificate (ERC) at the business
registration authority pursuant to the 2014 Law on Enterprises. Business registration contents in

4. the Investment License and IC will be invalid from the issuance of the ERC. Details on
investment project in the IC remain valid.
In case the change in business registration contents derives from the capital contribution,
purchase of shares and stocks by foreigners pursuant to 2014 Law on Investment, the investors
will register such transactions before carrying out procedures to apply for the ERC.
In case there are only amendments to details of the investment project, enterprises will carry out
the procedures to apply for issuance of the IRC at the investment registration authority pursuant
to the 2014 Law on Investment. Business registration contents in the Investment License and IC
remain valid.
If the changes to the IC affect both the business registration and investment project contents, the
relevant enterprise registration procedures shall be conducted prior to the relevant investment
registration procedures. This order also applies when enterprises requests the issuance of the IRC
and ERC in replace of the Investment License and the IC.
5. Decision No. 34/2015/QD-TTg by the Prime Minister on promulgating the list of
programs and projects prioritized for consideration of being granted Government’s
guarantee (“Decision 34”)
Issuance date: 14 August 2015
Effective date: 30 September 2015
Pursuance to Decision 34, prioritized programs and projects include:
- Projects applying high technology, projects in energy sectors, exploiting, processing
minerals or goods manufacturing, supplying export services for the purposes of
developing the country’s economy and society which satisfy the following conditions:
o Being important projects whose investment policies are approved by the National
Assembly according to the Law on Public Investment; and
o Being in areas that the Government encourages investment according to the Law
on Investment.
- Programs, projects in energy sectors, exploiting, processing minerals type A:
o Investment in power infrastructure, investment in new construction of power
plants, power distribution and transmission;
o Investment in oil refinery plants.
- Programs and projects encouraged for investment include:
o Investment projects in construction transport infrastructure (highways) with total
investment capital of VND 10 billion and more;
o Projects developing public transport: Investment in the purchase of air planes
according to the Government’s approved plan;
- Other special programs decided by the Government.
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5. Please do not hesitate to contact Mr. Oliver Massmann under omassmann@duanemorris.com if
you have any questions on the above. Oliver Massmann is the General Director of Duane Morris
Vietnam LLC.
THANK YOU VERY MUCH!