Vietnam: Sweeping reform to securities market

By Trang Nguyen  – Associate | Attorney at Law

In November 2019, the National Assembly passed the new Law on Securities No. 54/2019/QH14 (“New Law”), effective from 01 January 2021. The New Law will completely replace the current Law on Securities No. 70/2006/QH11 as amended by the Law No. 62/2010/QH12 (“Current Law”). The New Law is said to be a radical improvement to regulations on securities market in Vietnam, and is expected to overcome those shortcomings observed for the past 10 years.

One of the remarkable points of the New Law is the imposition of stricter qualifications to become a public company. In particular, in order to become a public company, the required minimum paid-up charter capital of a company will be VND30 billion, in which at least 10% voting shares must be held by at least 100 shareholders other than major shareholders. The Current Law requires the minimum paid-up charter capital of a public company to be VND10billion and held by 100 shareholders only. The current public company which fails to reach such conditions after the effective date of the New Law shall be reverted to be non-public.  Alternatively, a non-public company may also become a public company after its successful initial public offering (“IPO”).

With respect to public offering, the New Law set out separately conditions for IPO and follow-on public offer, rather than the same conditions for both under the Current Law. For IPO, the conditions on charter capital, profit and accumulated loss before IPO and minimum voting shares to be offered in an IPO are more stringent than those provided in the Current Law. In particular,

  • The company must have paid-up charter capital of at least VND30billion (VND10billion is required under Current Law);
  • There must be profit in two preceding years (one year is required under Current Law), and no accumulated losses till the year of IPO.
  • At least 15% of the company’s voting shares must be sold (or at least 10% with the company having charter capital of VND 1,000 billion or more) to at least 100 investors other than major shareholders; and
  • Major shareholders must commit to hold at least 20% of the company’s charter capital within at least one year from the completion date of the IPO.

The subscription price shall be deposited on an escrow account during IPO process and be released only upon the completion of IPO. Furthermore, the company’s shares are also demanded to be listed on the Stock Exchange after the IPO. For follow-on public offer, it is required below conditions:

  • The company must have paid-up charter capital of at least VND30billion;
  • There must be profit in preceding year, and no accumulated losses till the year of follow-on public offer;
  • The total par value of offered shares shall not exceed the total par value of outstanding shares, excepting the case that the unsold shares are guaranteed to be subscribed by an underwriter.

If a public offering is to raise capital for project, at least 70% of the total offered shares must be issued. The company must prepare a plan to make up the short fall of the capital intended to be raised from such public offering for the project’s implementation.

Regarding private placement, only strategic investors and professional securities investors are allowed to participate in private placement of a public company under the New Law. The lock-up period will be three years for strategic investors, or one year in case of professional securities investors, except for transfers among professional investors or so ruled by the court/arbitration or in case of inheritance. As compared with the Current Law, the scope of professional investors under the New Law covers further, among others, the company with charter capital over VNDN100 billion, the listed company, individual having securities practice certificate, individual having portfolio of listed shares valued at VND2billion, or individual having yearly taxable income of VND1billion or more.

The New Law also introduce certain new regulations on listing and registration for trading, securities depository, registration of securities, securities settlement and clearance, information disclosure, protection of client’s assets, securities investment funds, and sanctions.

https://www.inhousecommunity.com/article/vietnam-sweeping-reform-securities-market/

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New Labour Code taking effect on January 1, 2021

By Nguyen Thu Huyen – Partner, Attorney at law

The participation in the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA) poses numerous requirements on the reform of laws, including labour laws.

Specifically, the members of the CPTPP and EVFTA are requested to adopt and maintain the rights as set out in the 1998 International Labour Organisation (ILO) Declaration, however, Vietnam is yet to ratify the remaining two core conventions of the ILO, which are Convention No. 87 regarding freedom of association and protection of the right to organise, and Convention No. 105 regarding abolition of forced labour. On that basis, Vietnam’s National Assembly ratified the new Labour Code on November 20, 2019 to replace the Labour Code 2012 and pave the way for the full implementation of the 1998 ILO Declaration. The new Labour Code will officially take effect from January 1, 2021 with the following notable provisions.

Employee representative organizations

The new Labour Code provides regulations on the establishment of employee’s organisations which are not under the system of Vietnam trade unions. Together with trade unions, these organisations are recognised as representing labour collectives at the grassroots level and have the equal rights and obligations as trade unions. In another way, the new Labour Code now recognises the right of employees to set up their own representative organisations to promote and improve the representative efficiency and protection of the rights and interests of the employees in labour relations, to comply with the core Conventions of the ILO as the new provision shows Vietnam’s effort tend to ILO’s Convention No. 87 which is not ratified by Vietnam’s National Assembly and to facilitate the process of international integration.

Nevertheless, this new regulation may place trade unions at a disadvantage due to a decrease in the number of members, especially in the non-state sector, and the role of trade unions may be limited.

Retirement age

The retirement age was a controversial topic in the process of preparing the draft of the new Labour Code 2019 for the National Assembly to ratify. People in favour of retaining the current retirement age argued that the increase of the retirement age might lead to growth in unemployment. Eventually, the retirement age has been amended to increase gradually.

In particular, age of retirement of employees working in normal working conditions is increased from 60 to 62 for males in 2028 and from 55 to 60 for females in 2035. Starting from 2021, the retirement age of employees working in normal working conditions is at 60 years and three months of age for males and 55 years and four months of age for females, then the retirement age shall increase by three months per year for males and by four months per year for females.

This roadmap for increasing the retirement age is considered reasonable as the current retirement age is still low compared to many countries in the world such as Singapore, Japan, Germany, etc. Moreover, the current retirement age was set more than 60 years ago when the average life expectancy of Vietnamese was 45 while it has now grown to 76.6 years.

Overtime cap

One of the remarkable amendments in the new Labour Code is the adjustment in the overtime cap. It has risen to 40 hours per month as compared to 30 hours per month as stated in the Labour Code 2012.

This amendment is for the purpose of meeting business needs and increasing the competitiveness of Vietnamese employees in the context of Vietnam joining CPTPP and EVFTA. In addition, the Labour Code newly stipulates cases for employees to work overtime for no more than 300 hours per year to ensure long-term benefits for employees.

Other noteworthy regulations

Other than the above-mentioned provisions, some noteworthy regulations of the new Labour Code are as follows: (i) an additional one full paid leave day adjacent to National Day raises the number of public holidays to 11; (ii) employees are allowed to unilaterally terminate labour contracts without reasons by notifying in advance within the timeline specified by law; (iii) employers are allowed to unilaterally terminate labour contracts of employees who are absent from work without permission for a total of five consecutive working days or more without requiring the employers to dismiss the employees for termination of labour contracts; (iv) and instead of conducting dialogue at workplaces every three months, the new Labour Code adjusts this regulation to once a year.

https://www.inhousecommunity.com/article/vietnam-new-labour-code-taking-effect-january-1-2021/

RECRUITMENT ANNOUNCEMENT

31th January 2020

BIZCONSULT LAW FIRM is recognized as one of the most prestigious law firms in Vietnam. We are highly evaluated and ranked in the group of leading professional law firms in Vietnam in some key areas such as Business & Trade, Mergers & Acquisitions, Finance & Banking, Real Estate & Construction/EPC Contracts, Investment Projects (Inbound & Outbound), Intellectual Property & Franchise, Dispute Resolution & Litigation (Arbitration and Court) by international professional organizations such as Legal500 Asia Law Firms, Asian Legal Business (ALB), Getting The Deal Through (Mergers & Acquisitions Magazine), Global Legal Experts, Asia IP (Asian Intellectual Property Magazine), asialaw (Asian Law Magazine), etc… Our clients are multinational corporations, international organizations, investment funds and domestic and foreign enterprises. Please visit our website at: http://www.bizconsult.vn for more information.

In order to meet the demand for the Company’s development, we would like to recruit new vacant positions in Ho Chi Minh City office as follows:

I. POSITION: ADVISORY LAWYER – Quantity: 01

Job description:

  • Doing legal consulting works in general;
  • Doing legal research and preparing legal memorandum; drafting legal advice at the request of senior lawyers;
  • Participating in writing legal analysis as assigned by the Company;
  • Supporting the senior lawyers, Company’s staffs in providing legal services for the clients.

Job requirements:

  • Having Lawyer’s License;
  • Having at least 03 years of legal consultancy experience in the fields of business and investment law,
  • Having good teamwork skill;
  • Having good consulting and presentation skills in Vietnamese and English;
  • Having good manner, communication and problem solving skills;
  • Knowing how to use the basic functions of word processing and presentation software (MS Word, Excel, Power Point);
  • Being responsible and being able to work under pressure;
  • Graduated from law university, economic law field with good/very good grade, master’s degree in law will have advantage in evaluating employment applications.

Benefits:

  • Being directly involved in handling work records under the guidance of the Company’s senior lawyers;
  • Working in a professional, dynamic and friendly environment;
  • Being guided and trained by Company’s senior lawyers in counseling and practicing law skills;
  • Attending national and international forums and conferences organized in Vietnam to expand knowledge and relationship;
  • Salary according to capacity/agreement;
  • Other benefits under the provisions of laws on labor and social insurance;
  • Benefits according to the Company’s regulations;
  • Career advancement opportunities.

II. POSITION: LEGAL ASSISTANT – Quantity: 01

Job description:

  • Doing legal research and preparing legal memorandum; drafting legal advice at the request of senior lawyers;
  • Participating in writing legal analysis as assigned by the Company;
  • Supporting the senior lawyers, Company’s staffs in providing legal services for the clients.

Job requirements:

  • Graduated or being a final year Law student for Legal Assistant position. Having experience in internship or working at law firm’s/lawyer’s offices is an advantage;
  • Working full-time;
  • Being good at four English skills and computer science;
  • Having good communication and teamwork skills;
  • Being honest, disciplined, dedicated to work;

Benefits:

  • Being directly involved in handling work records under the guidance of the Company’s senior lawyers;
  • Working in a professional, dynamic and friendly environment;
  • Being guided and trained by Company’s senior lawyers in counseling and practicing law skills;
  • Attending national and international forums and conferences organized in Vietnam to expand knowledge and relationship;
  • Salary according to capacity/agreement;
  • Other benefits under the provisions of laws on labor and social insurance;
  • Benefits according to the Company’s regulations;
  • Career advancement opportunities.

III. APPLICATION REQUIREMENTS FOR ALL POSITIONS:

Application dossier (in English or in Vietnamese):

  • Job application;
  • CV for the vacant position (attached with a personal photo in the last 01 year).

Submission:

  • Directly at Ho Chi Minh City office:
  • Room 1103,
  • 11th Floor, Sailing Tower
  • 111A Pasteur, District 1,
  • Ho Chi Minh City, Vietnam

Contact: If you have any questions, please contact:

  • Tran Cong Quoc – 0934778119

 

Lawyer Tran Cong Quoc received Certificate of Appreciation from World Bank Group

Doing Business 2020, a World Bank Group flagship publication, is the 17th in a series of annual studies measuring the regulations that enhance business activity and those that constrain it. Doing Business presents quantitative indicators on business regulations and the protection of property rights that can be compared across 190 economies—from Afghanistan to Zimbabwe—and over time. Subnational Doing Business studies capture differences in business regulations and their enforcement across locations in a single country.

Reference research not only for investors but also for each country, each economy in the process of improving the legal system to support businesses and promoting the commercial activities, making legal and policy factors become one of the competitive factors in attracting investment capital.

Lawyer Tran Cong Quoc of bizconsult Law Firm with long-standing legal consultancy experience in Vietnam market, is pleased to be one of the indicators participating in the research and received recognition from the World Bank for his positive contributions to part of legal assessing and comparing in the field of business and commerce of Vietnam in the overall study Doing Business 2020.

LEGAL UPDATE – DECEMBER 2019 – NEW REGULATION ON ELECTRONIC INVOICES FOR SALE OF GOODS AND PROVISION OF SERVICES

By Ha Tuan Viet
Legal Assistant

On 14 November 2019, Circular No. 68/2019/TT-BTC guiding on implementation of several articles of Decree No. 119/2018/NĐ-CP issued by the Government on 12 September 2018 regarding electronic invoices for sale of goods and provision of services (“Circular No.68”) was officially took effect. This Circular No.68 has guided and clarified the important provisions of Decree No. 119/2018/NĐ-CP which are included several noteworthy points as follows:

1. Regulations regarding the time that the application of electronic invoices must be registed

Pursuant to Clause 3 Article 26 Circular No.68, from 01 November 2020, enterprises, business organizations, other organizations, household businesses and individual businesses shall conduct the registration on application of electronic invoices in accordance with the guidance stated in Circular No.68. Hence, from 1 November 2020, enterprises shall be responsible for conducting the registration on application of electronic invoices instead of paper invoices (self-printed invoices, order-printed invoices or purchased from tax authorities).

2. Contents and issuance time of electronic invoices

Pursuant to regulations stipulated in Article 3 Circular No.68, contents of electronic invoices was amended on invoice code and invoice symbol, simultaneously, contents of electronic invoices was clearly specified on the cases and specifically fields in which electronic invoices are not required to contain the digital or electronic signatures of the buyers and sellers.

In addition, Circular No.68 has also guided and specifically certified on issuance time of electronic invoices regarding difference activities and fields, such as the sale of goods, provision of services, supplication of electricity, water, telecommunications service, television services, IT services, construction and installation, real estate business, infrastructure construction and construction of  house for sales… which are in line with Article 7, Decree 119/2018/NĐ-CP.

3. Condition of organization who provide electronic invoices services

In order to become the organizations which provide electronic invoices services, Article 23 Circular No.68 prescribes that the organizations must satisfied specific conditions regarding subjects, finance, personnel and technology, these are provisions that Decree No. 119/2018/NĐ-CP has not given in details, as follows:

a. Regarding the subjects: Having experience of creating IT solution and electronic data exchange between organizations, specifically as follows:

  • Have been operating in the IT field for at least 05 years.
  • Have deployed IT applications and systems for at least 10 organizations.
  • Have deployed electronic data exchange systems between branches of an enterprise or between organizations.

b. Regarding the finance: Having obtained the guarantee of over VND 5 billion from a credit institution legally operating in Vietnam to resolve risks and compensate damages during the period of providing services.

c. Regarding personnel:

  • There are at least 20 technicians having bachelor’s degrees in IT, of which there are staffs who have practical experience in network administration and database administration.
  • There are technicians who are employed to monitor the electronic data exchange systems and support its users 24/7.

d. Regarding technology:

  • There are processes and equipment for backing up data at the main datacenter according to Clause 1d Article 32 of Decree No. 119/2018/NĐ-CP.
  • There is a backup equipment and technical center which is located at least 20 km away from the main data center and ready to operateonce the main system occurs incident.
  • The connection for exchanging the data of electronic invoice with tax authorities must comply with the technical requirements under the Article 23 Circular No.68.

4. Transition provisions

From 1 November 2018 to 31 October 2020, the units still can apply invoices in accordance with provisions stated in Decree No. 51/2010/NĐ-CP, Decree No. 04/2014/NĐ-CP and guidance documents in case that tax authorities has not issued any notices on switching to application of electronic invoice under Decree 119/2018/NĐ-CP.

From the time of utilizing electronic invoices in accordance with Circular No.68, in case of detecting the issued invoices contains errors, an agreement in written shall be made by sellers, in which clearly states the error, then the sellers shall have to notify to tax authorities under the form No. 04 the Appendixes attached to Decree No. 119/2018/NĐ-CP and issue new invoices for replacing the invoices that contain errors.

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LEGAL UPDATE – DECEMBER 2019 – NEW REGULATION ON PENALTIES FOR LAND-RELATED ADMINISTRATIVE VIOLATIONS


By Pham Quoc Kien
Legal Assistant

On 19 November 2019, the Government has promulgated Decree No. 91/2019/ND-CP on the penalties for land-related administrative violations (“Decree 91”). This decree shall come into effect on 05 January 2020 and replace Decree No. 102/2014/ND-CP dated 10 November 2014 (“Decree 102”). Decree 91 not only instructs in more detail than Decree 102 but also supplement some notable features as follows:

1. Adding definition and penalties with respect to the act of “land destruction”

The term “land destruction” is defined in Law on Land 2013, however such term is not mentioned in Decree 102 and thus causing difficulties in applying penalties on the violation of land destruction. Acknowledging this limitation, Decree 91 has clearly defined the term “land destruction” and corresponding penalties for this violation.

Specifically, Clause 1 Article 15 Decree 91 regulates the action of deforming the land or reducing land quality, the monetary penalties are ranged from VND 2,000,000 to VND 150,000,000 based on the deformed area. The monetary penalties amount is applicable to individuals and shall be double in case the violation is committed by organizations. Furthermore, violating individual/organization is obliged to restore the land to condition prior the violation and the land shall be revoked in case such violator fails to abide the penalties.

2. Supplementing the remedial measures:

In Decree 102, the remedial measures are regulated scatteredly throughout the documents and mainly consisted of 03 (three) measures: obliged to restore the land condition prior to the violations; obliged to return the unlawful gain; and obliged to return the received land. However, Decree 91 has elaborated in detail the remedial measures, specifically there are 17 (seventeen) remedial measures mentioned in Clause 3 Article 5 of this Decree (e.g. obliged to implement land-related administrative procedures, obliged to fulfil land-related financial duty, obliged to complete the construction investment according to the prevail regulation). Furthermore, Article 7 of Decree 91 has also specified the corresponding methods to calculate the amount of unlawful gain for each violation.

3. Supplementing the statute of limitation

Currently, the statute of limitation on land-related administrative violation is in accordance with regulations of Laws on administrative violation 2012. Decree 91 has clearly regulated that the statute of limitation on land-related administrative violation is 02 years, and also specified the method to determine the beginning and ending of each violation.

4. Supplementing the violation of organization investing in real-estate trading project (“Investor”) for not implementing the application procedure for Certificate of Land use rights, Ownership of house and other properties associated with land

Previously, this violation and its penalties is regulated in Decree 139/2017/ND-CP dated 27 November 2017 (“Decree 139”). This regulation is replaced by Article 31 Decree 91, consequently, with respect to the Investor’s violation for not implementing the application procedure for Certificate of Land use rights, Ownership of house and other properties associated with land for the purchaser and/or lessee of house, construction works, the assignee of land use rights, or not provide or insufficiently provide documents to the before-mentioned individuals for self-implementation, depend on the violation duration (from 50 days to more than 12 months) and violation degree (from under 30 to more than 100 apartments, construction works, land lots), the monetary penalty maybe up to 1,000,000,000 per project.

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BIZCONSULT LAW FIRM CONTRIBUTED COMMENTS AT THE CONFERENCE “COLLECTING COMMENTS ON DRAFT LAWS AND DRAFT RESEARCH REPORTS ON CASE LAW DEVELOPMENT IN VIETNAM”

On December 9, 2019, the Conference “Collecting comments on draft laws and draft research reports on case law development in Vietnam” by the Supreme People’s Court in collaboration with the European Union within the framework of the program “Strengthening the law and justice in Vietnam” (EU JULE) took place in Hanoi. The Conference was chaired by Assoc. Prof. Dr. Nguyen Hoa Binh, Secretary of the Party Central Committee, Chief Justice of the Supreme People’s Court. Presenting at the Conference are Deputy Chief Justices of the Supreme People Court, Judges of the Supreme People Court, heads of the SPC’s subordinate units, Chief Justices of the Provincial Courts and experts from Hanoi Law University, The People’s Police Academy, Vietnam Lawyers Association … On the side of UNDP in Vietnam, there is Mrs. Caitlin Wiesen – UNDP Representative in Vietnam.

At the conference, Lawyer Nguyen Trong Nghia – Master of Civil and Commercial Law, Republic of France, Partner of Bizconsult Law Firm contributed comments and proposed solutions for precedents development in Vietnam. According to Mrs. Caitlin Wiesen, UNDP and the international community were very interested in the issue of recognition and enforcement foreign arbitral awards in Vietnam and were looking forward to having a case law in this area in the near future. This content was proposed by bizconsult when delivering the presentation.

Bizconsult’s litigation lawyers are paying attention to and attempting to attend other seminars and contribute opinions, ideas to the drafts … on the fields and issues related to the procedural law of Vietnam.

https://tapchitoaan.vn/bai-viet/thoi-su/hoi-thao-ve-phat-trien-an-le-tai-viet-nam

Legal issues on peer-to-peer lending business In Vietnam

By Ha Thi Hai.

Peer-to-peer (P2P) lending has been growing rapidly in Vietnam, along with the develop­ment of financial technology. There are a number of such enterprises using online platforms to con­nect borrowers and lenders, including Tima.vn, Vaymuon.vn, Fungo.vn and Lendbiz.

What is the principal legal framework of Vietnam for P2P lending business?

As a general principle under the Law on Investment of Vietnam, P2P lending is neither a prohibited nor a conditional business line. This is probably the most favourable legal basis for P2P lending to be conducted in Vietnam in the current context.

With no specific regulation promulgating P2P lending, it may be considered as an e-commerce trading platform, with the “buyer, seller” being the borrower and lender, and “goods, services” being lending activity. However, continuous lending for profit is deemed banking activity and is restricted to credit institutions pursuant to Vietnamese laws. On the other hand, it is prohibited by law to take advantage of the name of e-commerce business activities for illegal capital raising from other traders, organisations and individuals. This is probably the reason why almost all P2P lending businesses fail to register as an e-commerce trading platform in Vietnam.

In practice, because P2P lending companies and all other companies in Vietnam have to register their business activities, P2P lending companies in Vietnam mostly register as investment consultancy, information search services via contracts, financial consultancy supporting services, brokerage activities, etc.

In the current context, what legal issues may a P2P lending company in Vietnam be faced with?

First of all, regarding business activities that are not governed by laws and imply potential risks to the society that may not be managed by state agencies, there is a possibility that the Vietnamese state agencies will consider risk-mitigating measures or enact a regulatory framework for the purpose of management. In fact, the State Bank of Vietnam is currently developing a plan to allow a number of companies that have good financial capacity to pilot P2P lending businesses. After that, the State Bank of Vietnam may add P2P lending to the group of conditional business lines to tighten its management.

The second issue relates to loan interest. As there is no governing regulation, the lending interest rate in civil transactions through P2P lending under the Civil Code 2015 shall be agreed by the parties, but must not exceed 20 percent per year of the loan. It is noted that if the interest rate in a civil transaction is five times higher than the maximum interest rate specified in the Civil Code, earns an illegal profit of from VND30 million to under VND100 million or recommits this offence despite the fact that he/she has incurred an administrative penalty or has an unspent conviction for the same offence, it may constitute a crime of usury in civil transactions under the Criminal Code.

The third matter is responsibilities of P2P lending business to the loan. Due to the absence of legal provisions governing the P2P lending business and responsibilities of P2P lending companies, in the current context, the responsibilities of P2P lending company in case the borrower fails to pay the debt based on the civil laws and the agreements signed between the parties, as well as the rules and regulations of the P2P lending platform which are developed and published on their websites. Therefore, if the agreements, rules and regulations are not well prepared, loans are not well managed, KYC appraisal procedure is absent or not reliable enough, it shall easily lead to an increase of bad debts and complaints about the responsibilities of P2P lending companies when bad debts arise.

The fourth is the issue of payment. A number of P2P lending businesses act as payment intermediaries between borrower and lender for the purpose of controlling information of the loan and fee collection. This activity may face the risk of being considered as a payment intermediary business, which must be licensed by the State Bank of Vietnam. The provision of payment intermediary services without a licence of the State Bank of Vietnam may be subject to administrative fines and confiscation of proceeds.

Fifth, regarding anti-money laundering, organisations conducting financial activities are currently required to comply with very strict anti-money laundering regulations by the Law on Anti- Money Laundering. P2P lending activities that have not been governed by anti-money laundering regulations may lead to the risk that the P2P lending business is unable to control money laundering activities that may arise in loan transactions and potential risks from these money laundering activities.

Learning from the lesson of the explosion of uncontrolled P2P lending in China, leading to the collapse of hundreds of P2P platforms in 2018 and the recent trend of redirection of some P2P lending platforms to Vietnam, the Government will issue legal regulations in the coming time to manage, control, prevent risks and other forms of corruption from P2P lending in Vietnam. Therefore, during this time, P2P lending investors need to do research on relevant Vietnamese regulations carefully to orient their business activities and to avoid the risks of violating the laws. Investors may also consider proactively submitting their business plans to the SBV for consideration and approval to legally pilot this business activity.

LEGAL UPDATE – NOVEMBER 2019 – INSURANCE BUSINESS LAWS

NEW REGULATIONS ON INSURANCE BUSINESS LAWS

By Nguyen Thu Trang

Legal Assistant

Law on Insurance Business, after nearly 20 years of implementation, has brought positive effects to the development of economy and society in Vietnam. In order to meet the commitments in the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), Law No. 42/2019/QH14 dated 14 June 2019 on amendment and supplement of a number of articles of Law on Insurance Business and Law on Intellectual Property (“Law No. 42”) was ratified by the National Assembly. Law No. 42 will officially take effect from 1 November 2019, in which some notable provisions on insurance business are as follows:

1. Supplement of regulations on insurance auxiliary service

This type of insurance business is newly stated by laws, in particular, insurance auxiliary service is an integral part of insurance business activities, implemented by insurance enterprise, insurance brokerage enterprise, other organizations and individuals for profit purpose. This service consists of 5 activities: insurance consultancy, insurance risk assessment, actuarial analysis, insurance loss assessment and insurance claim assistance.

According to Clause 2, Article 3 of Law No. 42, insurance auxiliary service is supplemented to List of conditional business lines specified in Annex 4 of the amended Law on Investment.

2. Supplement of regulations on provision of insurance auxiliary service

Insurance consultancy as an independent insurance auxiliary service is different from insurance products sale consultancy implemented by insurance agents and insurance brokerage enterprise under current Law on Insurance business, therefore, Law No. 42 supplements definition and provides conditions for qualifications of individual who provides insurance consultancy service in of Clause 4, Article 1 Law No. 42 (Clause 1, Article 93b). Accordingly, in addition to conditions for legal capacity, individual who provides insurance auxiliary service is required to have bachelor’s degree or higher majoring in insurance or bachelor’s degree or higher in another major and a certificate of training in insurance consultancy.

Moreover, organization providing insurance auxiliary services is required to fulfill the conditions for legal status of entity and conditions for individual providing insurance auxiliary service as stated in of Clause 4, Article 1 Law No. 42 (Clause 2, Article 93b) above.

In order to create conditions for organizations and individuals currently engaging in insurance auxiliary service to have time to fulfill the conditions for provision of that service and to ensure the sanctions, Clause 1, Article 4 of Law No. 42 states that such organizations and individuals shall have 1 year to meet the above conditions.

3. Professional liability insurance to be mandatory when providing insurance auxiliary service

Clause 4, Article 1 Law No. 42 (Clause 3, Article 93a) states that individuals providing insurance consultancy service is obliged to purchase professional liability insurance for provision of insurance consultancy service; insurance auxiliary service providers shall also purchase professional liability insurance in accordance with each type of insurance auxiliary service.

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