M&A consultancy

Under the circumstances of the rapid development of Vietnam’s economy, the enterprises and especially the startups always have the desire to receive investment from domestic and foreign investors via M&A transactions to improve production lines, technologies, and supply chains to meet the market requirements as well as to develop in new markets. However, most of Vietnamese enterprises are facing difficulties during the negotiation and preparation of legal documents to fulfill the conditions set by investors as well as the conditions prescribed by law to enable the M&A transactions.

As an international law firm specialized in providing legal services to international and domestic enterprises in various matters from investment, corporate re-organization, real estate, labor, M&A, IPO, and intellectual property… Especially, as an expert in M&A transactions, we understand the challenges that the enterprises encounter as well as understand the desires and demands of the investors. Therefore, with our knowledge and experience, the lawyers at Apolat Legal step by step provide supports and advice to clients throughout the stages of dealing included: Legal advisory for deal structure; advice on relevant legal regulations; regulatory overview; legal diligence; consulting management re-organization; preparing/reviewing ownership and management continuity memo; negotiating, drafting / reviewing sales and purchase contracts; perform the licensing and compliance procedures in Vietnam.

From the initiation to conclusion of the transaction, Apolat Legal will always accompany and warn the clients against legal risks and issues that may arise in transactions. The protection and enhancement of our clients’ legal interests is always Apolat Legal first priority.


Le Tien Dat

Managing Partner

Phone: +84939107387
Email: dat.le@apolatlegal.com

Pham Hong Manh

Senior Partner

Phone: +84932014986
Email: manh.pham@apolatlegal.com


[Legal Updates] Ministry of Finance issued Circular to amend some Circulars on insurance business

1. Ministry of Finance issued new Circular to amend some regulations on insurance business

On 11th November 2020, Ministry of Finance issued the Circular No. 89/2020/BTC to amend and annul some contents of some Circulars on insurance business. 

Specifically, the Circular No. 89/2020/BTC amends and supplements the contents on the scope of regulation, the subject of application, and the responsibilities to prepare and submit reports of the insurance business enterprises under Circular No. 50/2017/TT-BTC dated 15th May 2017. 

Some other nobtable points includes:

  • To amend and supplement the contents on the reporting obligations of the insurance business enterprises under Article 19 of Circular No. 195/2016/TT-BTC dated 29th June 2016. 
  • To amend and supplement the guidance contents on evaluation and classification results of the insurance business enterprises under Article 7 of Circular No. 195/2014/TT-BTC dated 17th December 2014.
  • To amend and supplement the guidance contents on implementation of quarterly and annual reports on financial support for marine fishing, crew accident insurance, implementation of hull, equipment and fishing insurance grid under Circular 115/2014/TT-BTC dated  20th August 2014.

Circular No. 116/2014/TT-BTC dated 20th August 2014 and Circular No. 43/2016/TT-BTC dated 3rd March 2016 are also annulled. 

The Circular No. 89/2020/BTC will take effect from 26th December 2020.

2. Government issued new Decree to amend regulations on standards and conditions of units with public interests 

Under current regulations, Units with the public interests in the sercurities sector include large-scale public companies, listed companies, public securities issuers, securities companies, and securities investment companies, fund and fund management companies. 

Decree No. 134/2020/ND-CP dated 15th November 2020 amending and supplementing Units with public interests, including public companies, listed organizations, organizations of transaction registration, organizations offering securities to the public, securities companies, securities investment fund management companies, securities investment companies, and securities investment funds. Units with other public interests are the units with the public interest specified in Article 53 of the Law on Independent Audit. 

The Decree will take effect from 1st January 2021.

3. Two cases of being identified as a public company from 1st January 2021

Under the Law on Securities 2020, taking effective from 1st January 2021, a public company is a joint stock company in one of the following two cases: 

Case 1: A joint stock company has a paid-up charter capital of 30 billion VND or more and has at least 10% of the voting shares held by at least 100 investors who are not major shareholders. 

The joint-stock company in this case must submit a public company registration dossier to the State Securities Commission within 90 days from the date the company completes the capital contribution and has a shareholder structure that meets the above requirements. 

Case 2: A joint stock company has successfully made an initial public offering of shares through registration with the State Securities Commission according to regulations. 

Within 15 days from the date of receipt of the complete and valid application for registration of the public company (for Case 1) or receipt of the report on the completion of the offering of the joint-stock company (for Case 2), the State Securities Commission is responsible for confirming the completion of the public company registration, and at the same time announcing the name, business contents and other information related to the public company on the media of the State Securities Commission.

Download Legal Updates as a PDF here.


[News] Upcoming Webinar: Renewable Energy


Consulate General of India, Ho Chi Minh City is organizing the Webinar – “Vietnam as an attractive destination for Indian Investors in Renewable Energy” on 26th November, 2020 to promote trade and investment between India and Vietnam in Renewable energy sector.

The Webinar will witness the presence of 100+ companies, Senior Corporate Leaders and Investors from India and Vietnam. There is also a one-on-one discussion (B2B meetings) for interested candidates.

View tentative program

The participants can register (FREE OF CHARGE) at this link: https://forms.gle/buUd8KMyUp6BYpzm8

Access link: https://conference.quickom.com/join/33101605071166964

For further information, please contact Ms. Oanh by email wel.hcm@mea.gov.in, phone: +84 28 3744 2400- Ext. 21 or + 84 937 431 66 (Whatsapp).


[Legal Updates] The Government tightens transactions between affiliated enterprises

1. The Government tightens transactions between affiliated enterprises 

On November 05th, 2020, the Government issued Decree No. 132/2020/ND-CP regulations on tax administration for enterprises with related-party transactions replacing Decree No. 20/2017/ND-CP. The Decree clarifies the principles of analysis, comparison, and selection of independent comparables and methods of determining the price of the related-party transaction. 

Related-party transactions are transactions of buying, selling, exchanging, renting, leasing, borrowing, lending, transferring, transferring goods or providing services; borrowing, lending, financial services, financial guarantees, and other financial instruments; buying, selling, exchanging, renting, leasing, borrowing, lending, transferring, transferring tangible and intangible assets and agreeing to buy, sell, and use resources such as assets, capital, labor cost-sharing activities and sharing costs between related parties, except for business transactions for goods and services subject to the State’s price adjustment scope, which comply with the law on prices.

In addition, the Decree adds the following objects that are considered related parties: 

  • Two enterprises are run or controlled by personnel, finance, and business operations by individuals in one of the relationships: spouses; biological parents, adoptive parents, stepfather, stepmother, mother-in-law, parents-in-law; natural children, adopted children, stepchildren of husband or wife, daughter-in-law, son-in-law; siblings, siblings of the same parent, sibling of the same parent, sibling, sister-in-law, brother-in-law, sister-in-law of the same parent, same mother of the different father; paternal grandparents, maternal grandparents; grandchildren, grandchildren; aunt, uncle, uncle, uncle, and nephew; 
  • Enterprises have transactions to transfer or receive the capital transfer, contribute at least 25% of the equity of the enterprise in the tax period; borrowing, lending at least 10% of equity capital of the owner at the time of the transaction in the tax period with the operator or controller of an enterprise or with an individual in a relationship as prescribed above. 

Related transaction costs that are incompatible with the nature of the independent transaction or do not contribute to revenue or income for taxpayers’ production and business activities shall not be included in deductible expenses unless determining the income subject to corporate income tax in the period.

Thus, transactions of related parties, typically parent companies and subsidiaries, should consider current transactions and be more careful in future transactions to avoid the case of not deducting expenses and increase the annual enterprise tax of the enterprise.

Decree No. 132/2020/ND-CP dated November 05th, 2020 takes effect from December 20th, 2020 and applies from the enterprise income tax period in 2020.

2. The Decision of the Ministry of Transport of Vietnam encouraging logistics services in the maritime sector 

Decision 2094/QD-BGTVT of the Ministry of Transport has just been issued requiring the development of logistics services in the maritime sector of Vietnam as follows:

  • Supporting businesses to invest in inland ports according to the approved planning, and increase the quality of logistics services;

  • Coordinating with relevant ministries and localities in completing mechanisms and policies on land serving the development of logistics services and proposing priority to allocate sufficient land funds for post-port logistics service areas;
  • Coordinating with relevant agencies in completing legal provisions on the organization and operation of logistics services; financial mechanisms and policies to meet the needs of developing logistics services; and
  • Deploying the EDI system – An electronic processing system for administrative procedures such as: Procedures for port-related permits (notification of ships arrival / departure, notification of the use of mooring equipment …) and system Electronic transaction system at seaports. 

The Decision takes effect from November 6th, 2020.

3. The new Decree requiring class-I private hospitals must organize clinical pharmacy activities

This is the requirements of newly issued Decree 131/2020/ND-CP regulating the organization and operation of clinical pharmacy at medical examination and treatment establishments.

Accordingly, from January 1st, 2021, the following medical examination and treatment establishments must organize clinical pharmacy activities:

  • Private medical examination and treatment establishments are ranked equivalent to those of class I hospitals;
  • Hospitals, Institutes with hospital beds (hereinafter referred to as hospitals), including general and specialized hospitals of class I or higher affiliated to the Ministry of Health, provincial/municipal Department of Health or under the Ministry of National Defense, the Ministry of Public Security and other ministries and branches are assigned by the Ministry of Health to act as the technical end-line;

Decree 131/2020/ND-CP takes effect from January 1, 2021.

Download Legal Updates as a PDF here.


[News] Apolat Legal_Notable Lawfirm of year- Asialaw Profiles 2021

We are delighted to announce that Apolat Legal has been recognized as a notable law firm in construction practice at the Asialaw Profiles 2021.
In addition, Congratulation to Ms Pham Thi Thoa-Senior Partner of Apolat Legal on being commended for her efforts in helping the clients to solve legal issues.
‘’Thoa is a lawyer who has a deep understanding of the law. Thanks to her help, the project has been completed successfully. It is very fortunate to have known and worked with her.”
Detailed information of Notable Lawfirm of the year is announced at https://bit.ly/2JAYlBx .
Asialaw is one of a few prestigious independent organizations that reviews and votes the top law firms of each country and region every year in Asia. This achievement reflects efforts of all Apolat Legal’s lawyers over years through continuous learning and work, impressive strategic development, and service improvement.