Rajah & Tann Regional Round-Up
your snapshot of key legal developments in Asia
Issue 2 - Apr/May/Jun 2021

Code of Conduct on Social Networks Attached to Decision No. 874/QĐ-BTTTT

On 17 June 2021, the Minister of Information and Communications issued Decision No. 874/QĐ-BTTTT together with the Code of Conduct on social networks ("Code of Conduct"), which took effect on the same date. The Code of Conduct applies to social networks' users, including individuals, organisations, officials, public employees and workers in government agencies, regulatory authorities and social network service providers. 

The Code of Conduct sets out rules of conduct of organisations and individuals using social networks, including conducting oneself or behaving in an appropriate manner in line with the moral and cultural values and fine traditions of the Vietnamese nation. It provides "rules" which social networks should adhere to, such as (i) having clear terms and conditions (T&Cs); (ii) putting in place measures for the detection and removal of contents that violate the laws; and (iii) providing support to "vulnerable" users.

While the rules set out in the Code of Conduct are numerous, the provisions are only recommendatory and instructive. The Code of Conduct is not a legal instrument and as such, violation of the rules – on its own – is not capable of attracting sanctions. 

Guidance on Security Interests

On 15 May 2021, Decree 21/2021/ND-CP (guiding the Civil Code on security for fulfilment of obligations) "Decree 21") came into force. Decree 21 provides more detailed provisions on the manner in which security interests may be created.

The new decree specifies the requirements parties should meet in describing the collateral of the security transactions, including the specific contents of such descriptions. However, despite such details, Decree 21 allows for general freedom of contract among parties regarding the creation of security interests. Non-compliance with the requirements on descriptions will not be fatal to the validity of the agreement, and the contractual relationship of the parties can still be recognised, provided that they do not contravene the basic principles of civil law or breach the conditions for a valid civil transaction.

Decree 21 also sets out the procedures that parties should follow in enforcing security interests. These include mandatory contents of enforcement notices and the manner of service of the notice.

Decree 31/2021/ND-CP Detailing and Guiding the Implementation of a Number of Articles of the Law on Investment 2020

On 26 March 2021, the Government issued Decree 31/2021/ND-CP ("Decree 31") to detail and guide the implementation of some of the articles of the Law on Investment 2020. It lays down detailed provisions on investment procedures, with salient features as follows:

a.    New Concept of Market Access Restriction

Decree 31 publishes a "negative list" of prohibited or restricted business lines. For those industries and businesses for which Vietnam has not yet given international commitments on market access, and for which no market access restrictions are provided under law, foreign investors will be treated as domestic investors for market access purposes. While it remains to be seen how this will be implemented in practice for unregulated sectors, it potentially opens new doors for foreign investors that invest in areas that are not specifically listed in the "negative list".

b.    Investment incentives

Decree 31 adds more business lines and sectors that can enjoy investment incentives. These include product distribution chains of small and medium enterprises ("SMEs"), (i) of which at least 80% of participating enterprises are SMEs; (ii) with at least 10 locations to distribute goods to consumers; and (iii) at least 50% of the chain's revenue is generated by SME's participating in the chain.

c.    New requirements to submit in-principle agreement in applications for M&A procedure

In addition to the documents required under the former laws to obtain approval for foreign investors to acquire or invest in Vietnamese companies (often called an "M&A approval"), Decree 31 introduces a requirement for investors to submit an in-principle agreement for capital contribution/shares acquisition/ capital transfer. Therefore, parties are required to execute a preliminary agreement for their transactions before seeking M&A Approval.

Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.


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