Core knowledge library

Legal handbook

Quick-reference definitions, legal bases and practical guidance on the core concepts of Vietnam's Personal Data Protection Law No. 91/2025/QH15, Investment Law No. 143/2025/QH15, the Law on Enterprises and their implementing decrees.

Processing notice

What is a privacy notice in Vietnam? Personal data processing notice content and an example

A personal data processing notice, commonly called a privacy notice in Vietnam, is content that explains to individuals which data is processed, for what purpose, which entity is responsible, and the related rights and obligations. This is a functional description of the notice; providing information does not by itself replace the data subject's consent.

Data subject

Who is a data subject in Vietnam? Definition and examples

A data subject in Vietnam is the person whom personal data reflects, under Clause 5, Article 2 of Personal Data Protection Law No. 91/2025/QH15. In a customer file, the person whose information is recorded is the data subject; the company that holds the file does not thereby become the subject of that information.

Basic data

What is basic personal data in Vietnam? Categories and plain examples

Basic personal data in Vietnam is information reflecting a person's personal identity and background that commonly appears in transactions and social relationships. Examples include full name, date of birth, phone number and contact address. This category must still be protected when it is collected, used or shared.

Biometric data

What is biometric data in Vietnam? Examples and how to protect it

Biometric data in Vietnam is information about an individual's physical attributes and distinctive, stable biological characteristics used to identify a person. Fingerprints, irises and facial features are common examples. It is sensitive personal data under Decree 356/2025/ND-CP.

Core concept

What is personal data in Vietnam? The definition under Law 91/2025/QH15

Under Clause 1, Article 2 of Law 91/2025/QH15: 'Personal data is digital data or information in other forms that identifies or helps identify a specific person.' Personal data comprises basic personal data (Article 3 of Decree 356/2025/ND-CP) and sensitive personal data (Article 4 of Decree 356/2025/ND-CP).

Sensitive data

What is sensitive personal data in Vietnam? The list in Article 4 of Decree 356/2025

Sensitive personal data in Vietnam is personal data closely tied to an individual's privacy which, if infringed, directly affects the lawful rights and interests of agencies, organisations and individuals (Clause 3, Article 2 of Law 91/2025/QH15); the detailed list is set out in Article 4 of Decree 356/2025/ND-CP.

DPO staffing

What is a DPO? Must a business appoint a DPO in Vietnam?

A DPO in Vietnam (personal data protection unit/officer) is a dedicated role responsible for monitoring compliance with data protection law, advising management, developing internal rules and acting as the point of contact with the specialised personal data protection authority (the A05 Department, Ministry of Public Security).

DPIA dossier

What is a DPIA in Vietnam? When must a DPIA report be prepared under Law 91/2025?

A DPIA in Vietnam (personal data processing impact assessment) is the analysis and assessment of risks that may arise in processing personal data, so that measures can be applied to mitigate them and protect personal data (Clause 12, Article 2 of Law 91/2025/QH15). The dossier is prepared from the start of processing and submitted within 60 days.

Cross-border data transfer

What is a cross-border data transfer in Vietnam? Conditions and the dossier filed with the A05 Department

Under Clause 1, Article 20 of Law 91/2025/QH15, a cross-border transfer of personal data covers: transferring personal data stored in Vietnam to a storage system located outside Vietnam; an agency, organisation or individual in Vietnam transferring personal data to an organisation or individual abroad; or using a platform outside Vietnam to process personal data collected in Vietnam.

Sanctions and penalties

Data protection fines in Vietnam: penalties for personal data violations under the latest Decree 330/2026/ND-CP

Decree No. 330/2026/ND-CP (issued and in force from 19 August 2026) sets out the framework of administrative penalties in the fields of cybersecurity and personal data protection, with a maximum fine of VND 3 billion for organisations; by exception, unlawful buying and selling of personal data may be fined up to 10 times the proceeds, and certain cross-border personal data transfer violations (Clause 3, Article 56) may be fined 1–5% of total revenue in the Vietnamese market for the preceding financial year, within the overall cap of 5% of the preceding year's revenue (Point b, Clause 4, Article 7).

Legal roles

Controller vs processor in Vietnam under Law 91/2025/QH15

A controller is an organisation or individual that decides the purposes and means of processing personal data. A processor is an organisation or individual that processes data on behalf of the controller under a data processing contract or agreement (DPA).

Security techniques

What is data de-identification in Vietnam? Standards for data trading under Law 91

De-identification of personal data is the process of altering or deleting information to create new data that cannot identify, or cannot help identify, a specific individual. Personal data that has been de-identified is no longer personal data (Clause 1, Article 2 of Law 91/2025/QH15), although the ban on re-identifying it still applies.

Incident response

What is a data breach? The 72-hour rule for data breach notification in Vietnam under the 2025 PDPL

A data breach is an information security event that leads to personal data being destroyed, lost, altered, disclosed, transferred or accessed without authorisation. The 72-hour notification obligation applies when a violation is likely to harm national defence, national security or social order and safety, or to infringe the life, health, honour, dignity or property of data subjects; the business must notify the A05 Department (Ministry of Public Security) no later than 72 hours after detecting the violation.

Employee data

What is employee personal data in Vietnam? Rules on processing employee data under the PDPL

Employee (HR) data is the set of basic and sensitive personal data of job applicants, current employees and former staff that an employer collects and processes for recruitment, entering into contracts, HR management, payroll, insurance and settling entitlements when the employment relationship ends, as governed by Article 25 of the Personal Data Protection Law No. 91/2025/QH15.

Contracts & documents

What is a data processing agreement in Vietnam? Mandatory DPA clauses under the PDPL

A data processing agreement in Vietnam (DPA) is a mandatory agreement or contract concluded between the controller and the processor (Clause 8, Article 2 and Article 37 of Law 91/2025/QH15) that clearly states the parties' responsibilities, rights and obligations, the scope and purpose of processing and the security measures; when data is transferred to a third party, the parties must also conclude a transfer agreement under Clause 1, Article 7 of Decree 356/2025/ND-CP. Clauses such as audit rights are recommended based on common practice.

Audio and video recording

CCTV data protection in Vietnam: installing cameras under the PDPL (Law 91/2025), rules and penalties

Installing surveillance cameras under the PDPL means collecting, recording audio and video of, and processing the images and sound of individuals in public places or on the premises of offices and business establishments. It must comply with Personal Data Protection Law No. 91/2025/QH15; for recording in public places and public activities, Article 32 sets the cases in which recording needs no consent, the notice obligation, purpose limitation and the retention period.

Consent exceptions

5 cases of processing without consent in Vietnam under Article 19

Processing without consent in Vietnam is a special legal mechanism under Clause 1, Article 19 of the Personal Data Protection Law No. 91/2025/QH15 that allows controllers and processors to collect and process personal data without the data subject's consent in 5 statutory cases, including urgent situations, national security, state management activities and the performance of an agreement/contract.

Compliance records

What is a record of processing activities? A business guide to RoPA in Vietnam

A record of processing activities (RoPA) is an internal governance document that comprehensively inventories every activity of collecting, storing, using, sharing, transferring and destroying personal data within an organisation. Law 91/2025/QH15 does not set out a separate obligation called a 'RoPA', but the practical accountability obligations — the impact assessment dossier under Article 21, the responsibilities of the parties under Article 37, proving consent and producing documents during inspections and audits — make maintaining a data inventory a de facto mandatory foundation.

Children's data

Children's personal data in Vietnam: protection under Article 24 of the PDPL (Law No. 91/2025/QH15)

Protection of children's personal data in Vietnam is a specific legal regime set out in Article 24 of the Personal Data Protection Law No. 91/2025/QH15 and the 2016 Law on Children. It establishes strict oversight, a double consent rule requiring the consent of both the parent and a child aged 7 or over (Article 24 applies it to publishing or disclosing the child's private life; Point c, Clause 1, Article 60 of Decree 330/2026/ND-CP penalises processing without it generally), and an obligation to stop processing and delete or destroy the data when the person who consented withdraws consent or a competent authority so requests, in order to keep children's private lives safe online.

Prohibited acts

Selling personal data in Vietnam: when is it prohibited and when is it a lawful transfer?

Selling personal data in Vietnam is prohibited under Clause 6, Article 7 of the Personal Data Protection Law No. 91/2025/QH15 (PDPL), unless another law provides otherwise. A transfer of personal data in one of the six cases listed in Clause 1, Article 17 of the PDPL is not treated as buying or selling personal data, whether or not a fee is charged.

Data subject rights

Right to erasure in Vietnam: when personal data must be deleted or destroyed under Article 14 of the PDPL

The right to erasure in Vietnam is the data subject's right to ask the controller to delete their personal data (Point d, Clause 1, Article 4 of the Personal Data Protection Law No. 91/2025/QH15). Article 14 of the PDPL sets out six cases in which personal data must be deleted or destroyed, when a request may be refused, and a duty to delete securely so the data cannot be restored without authorisation. Under Article 5 of Decree 356/2025/ND-CP, the business must act within 20 days.

Legal principles

Data protection principles in Vietnam: the six principles in Article 3 of the PDPL

The data protection principles in Vietnam are the six principles in Article 3 of the Personal Data Protection Law No. 91/2025/QH15 (PDPL). All collection and processing of personal data must follow them: comply with the law; process only within a specific, clear scope and purpose; keep data accurate and store it only as long as the purpose requires; apply institutional, technical and human measures together; proactively prevent and handle violations; and balance national interests with the lawful rights and interests of organisations and individuals.

Business conditions

Personal data processing services in Vietnam: the 9 licensed service types and business conditions under Decree 356

Personal data processing services in Vietnam are the nine service types listed in Article 21 of Decree 356/2025/ND-CP, such as operating software that processes data on a controller's behalf, credit scoring and personal data analytics. A business that provides personal data processing services in Vietnam must meet the conditions in Article 22 and obtain a certificate of eligibility from the Ministry of Public Security before it starts.

Data transfers

Transfer of personal data in Vietnam: the six lawful cases and the transfer agreement under Law 91/2025

A transfer of personal data in Vietnam means passing personal data from one organisation or individual to another, or between departments of the same organisation, so that the recipient can continue processing it. Article 17 of the Personal Data Protection Law No. 91/2025/QH15 allows a transfer of personal data only in six cases, and Article 7 of Decree 356/2025/ND-CP requires a written transfer agreement for most of them.

Data subject rights

Withdrawal of consent in Vietnam and restriction of processing: what businesses must do under Article 10 of Law 91/2025

Withdrawal of consent in Vietnam is the data subject's right to require a business to stop processing personal data they had previously agreed to; restriction of processing is a request to limit processing when the data subject doubts its scope, purpose or accuracy. Under Article 10 of Law 91/2025/QH15 and Clause 2, Article 5 of Decree 356/2025/ND-CP, the business must respond within 2 working days and act within 15 days.

Security and data safety

Data protection measures in Vietnam: what businesses must apply under Law 91/2025 and Decree 356

Data protection measures in Vietnam are the managerial measures (policies, assignment of responsibility, training, periodic assessment) and technical measures (access control, authentication, encryption, monitoring, backup) that controllers and processors must apply to prevent infringement of personal data. Law 91/2025/QH15 sets a general standard of appropriate measures (Point c, Clause 1, Article 37); Decree 356/2025/ND-CP names specific measures only for defined contexts such as sensitive data, big data and cloud computing.

Data lifecycle

Personal data retention period in Vietnam: how long can you keep data under Law 91/2025?

The personal data retention period in Vietnam is how long a business may keep personal data before it must delete or destroy it. Law 91/2025/QH15 sets no single period: data may be kept only for a period appropriate to the processing purpose unless the law provides otherwise (Clause 3, Article 3), and must be deleted or destroyed once the purpose is achieved or the statutory retention period ends (Points b and c, Clause 1, Article 14).

Foreign investment

What is an FDI company in Vietnam? The foreign-invested enterprise (FIE) explained

An FDI company in Vietnam is the everyday name for what the Investment Law calls an economic organisation with foreign investment capital (a foreign-invested enterprise, or FIE). Law 143/2025/QH15 defines it as an economic organisation that has a foreign investor as a member or shareholder (Clause 22, Article 3), with no minimum percentage. The 50% line only decides which procedures apply when that company invests further (Clause 1, Article 20).

Investment licensing

Investment registration certificate in Vietnam: what an IRC is and when you need one

The investment registration certificate in Vietnam (IRC) is a paper or electronic document recording the investor's registered information about an investment project (Clause 11, Article 3 of Investment Law 143/2025/QH15). It is mandatory for projects of foreign investors and of companies with more than 50% of charter capital held by foreign investors (Clause 1, Article 26), and must be obtained before the project starts (Clause 2, Article 29).

M&A due diligence

What is due diligence in Vietnam? Legal due diligence for M&A and investment

Due diligence in Vietnam is the review a buyer or investor carries out on a target company, project or asset before committing to a deal, to verify information, find risks and support pricing and negotiation. Vietnamese law does not define the term; it is a transaction practice. Legal due diligence is the part in which lawyers review the target's legal status, licences, contracts, employment, assets and disputes.

Enterprise registration

What is a beneficial owner in Vietnam? The 25% test, filing duties and fines

A beneficial owner in Vietnam is one or more individuals who directly or indirectly own or ultimately control a company with legal entity status, excluding individuals representing state capital (Article 17 of Decree 168/2025/ND-CP, as replaced by Article 3 of Decree 296/2026/ND-CP, in force from 23 July 2026). The individual is found in sequence: first anyone owning 25% or more of the charter capital or voting shares; failing that, anyone with actual control; failing that, the manager with the greatest authority. The company must declare this to the business registration office and keep it up to date.

Merger control

What is economic concentration in Vietnam? Merger control thresholds, review and fines

Economic concentration in Vietnam is the merger (absorption), consolidation, acquisition or joint venture of enterprises (Clause 1, Article 29 of Competition Law No. 23/2018/QH14). The law does not ban every such deal; it prohibits only a concentration that has or may have a significant anti-competitive effect on the Vietnamese market (Article 30). Parties that meet a notification threshold must file with the National Competition Commission before completing the deal (Article 33), or face fines under Decree 75/2019/ND-CP as amended by Decree 102/2026/ND-CP.

Corporate governance

What is a legal representative in Vietnam? Who can serve, duties and absences

A legal representative in Vietnam is the individual who acts for a company in the rights and obligations arising from its transactions and represents it before an arbitrator or court (Clause 1, Article 12 of Law on Enterprises 59/2020/QH14). A limited liability company or joint stock company may have one or more legal representatives, but there must always be at least one who resides in Vietnam (Clauses 2 and 3, Article 12). The legal representative is personally liable for loss to the company caused by breaching the duties of honesty, care and loyalty (Article 13).

Commercial contracts

Penalty for breach of contract in Vietnam: the 8% cap and how to draft a penalty clause

A penalty for breach of contract in Vietnam is a sum the breaching party pays the other party under an agreement in the contract. In a commercial contract the penalty for one breach, or the total for several breaches, may not exceed 8% of the value of the part of the contractual obligation that was breached (Article 301 of the Commercial Law 2005). In an ordinary civil contract the parties agree the amount, with no general cap, unless a related law says otherwise (Clause 2, Article 418 of the Civil Code 2015). A penalty can be claimed only if the contract has a penalty clause (Article 300 of the Commercial Law; Clause 1, Article 418 of the Civil Code).

Investment

What is a representative office in Vietnam? Two types, powers and how it differs from a branch

What is a representative office in Vietnam? A representative office is a dependent unit, not a legal entity, that acts only as an authorised representative for the interests of the company or foreign trader that set it up and may not earn income directly (Clause 6, Article 3 and Clause 1, Article 18 of Law on Commerce 36/2005/QH11; Clause 2, Article 44 of Law on Enterprises 59/2020/QH14; Clause 1, Article 84 of Civil Code 91/2015/QH13). Vietnamese law has two types with two different procedures: the representative office of a foreign trader needs a licence under Decree 07/2016/ND-CP, while the representative office of a company already established in Vietnam, including a foreign-invested company, is only registered with the provincial business registration office (Article 45 of the Law on Enterprises; Article 30 of Decree 168/2025/ND-CP).

M&A

What is M&A in Vietnam? Deal forms, governing laws and rules for foreign buyers

What is M&A in Vietnam? M&A (mergers and acquisitions) is the market term for a transaction that moves ownership or control of a company, project or assets from one party to another. Vietnamese law does not define the term and has no single M&A statute; it regulates each deal form separately: buying shares or capital contributions under Articles 52, 120 and 127 of the Law on Enterprises 59/2020/QH14 and, for a foreign buyer, Article 21 of the Investment Law 143/2025/QH15; buying an investment project under Article 34 of the Investment Law; and mergers and consolidations under Articles 200 and 201 of the Law on Enterprises. A deal that meets the thresholds also needs merger control notification under the Competition Law 23/2018/QH14.

Contracts

Force majeure in Vietnam: definition, exemption from liability and clause drafting

Force majeure in Vietnam is an event that occurs objectively, could not have been foreseen and cannot be overcome even though every necessary measure within the party's means has been taken (Clause 1, Article 156 of Civil Code 91/2015/QH13). A party that fails to perform because of it bears no civil liability unless the parties agree otherwise or the law provides otherwise (Clause 2, Article 351). In commercial dealings the party in breach is exempt from liability but must prove the event and notify the other side immediately in writing (Articles 294 and 295 of Commercial Law 36/2005/QH11).

Investment

Conditional business lines in Vietnam: list, forms of conditions and how to check

Conditional business lines in Vietnam are business lines in which an investor may operate only after meeting conditions needed for national defence, security, social order and safety, social ethics or public health (Clause 1, Article 7 of Investment Law 143/2025/QH15). The list exists in three versions over time: the original Appendix IV with 198 lines, a 142-line list under Government Resolution 66.17/2026/NQ-CP from 1 July 2026 to the end of 28 February 2027, and a 137-line list under Law 24/2026/QH16 from 1 March 2027.

Labour

What is a work permit in Vietnam? Who needs one, how it differs from a visa, and the penalties

What is a work permit in Vietnam? It is the document issued by a competent Vietnamese state authority that a foreign employee must hold in order to work in Vietnam, unless the person falls within the cases not subject to a work permit in Article 154 of the Labour Code 45/2019/QH14 (Point d, Clause 1, Article 151). A permit normally lasts up to 2 years and can be extended once for up to 2 years (Article 155); the procedure follows Decree 219/2025/ND-CP, which replaced Decree 152/2020/ND-CP on 7 August 2025 (Clause 2, Article 35), and members of the International Financial Centre apply Decree 325/2025/ND-CP in addition.

Corporate governance

Corporate legal department in Vietnam: is one required, in-house or outsourced?

A legal department in Vietnam (known locally as phap che) is the function that advises management on legal issues in a company's organisation, management and business activity; Vietnamese law describes a legal affairs organisation in Clause 2, Article 2 of Decree 55/2011/ND-CP, and that decree applies to state-owned enterprises (Article 1). In the texts LexData checked, the Law on Enterprises 59/2020/QH14 does not require a private or foreign-invested company to set one up, but the legal representative and managers remain personally liable for breaching the duties of honesty and care (Article 13, Article 165). Whether to run an in-house team, retain outside counsel or combine both is a governance choice, not a statutory duty.

Investment

Charter capital in Vietnam: contribution, changes and how it differs from investment capital

Charter capital in Vietnam is the total value of assets that the members or owner of a limited liability company have contributed or undertaken to contribute on establishment, and for a joint stock company the total par value of shares sold or registered for purchase on establishment (Clause 34, Article 4 of Law on Enterprises 59/2020/QH14). The committed amount must be paid in full within 90 days of the date the Enterprise Registration Certificate is issued (Clause 2, Article 47; Clause 2, Article 75; Clause 1, Article 113). For a foreign investor's project, charter capital does not have to equal the project's investment capital (Clause 5, Article 72 of Decree 96/2026/ND-CP).

Investment

Investment policy approval in Vietnam: which projects need it, who decides and the procedure

Investment policy approval in Vietnam is the decision by a competent state body to approve a project's objectives, location, scale, schedule and duration, the investor or the method of selecting one, and any special mechanism or policy (Clause 1, Article 3 of Investment Law 143/2025/QH15). Only the projects listed in Article 24 need it, and the decision belongs to the National Assembly, the Prime Minister, the chairperson of the provincial People's Committee or a zone management board (Article 25). A project in scope must be approved before it is carried out (Clause 1, Article 29); this is a separate step from the investment registration certificate (IRC).

Law comparison

GDPR vs Vietnam PDPL: what the GDPR is and how Law 91/2025 differs

GDPR vs Vietnam PDPL is a comparison of two separate laws. The GDPR is Regulation (EU) 2016/679, applicable in the European Union since 25 May 2018 (Article 99), and it is not an obligation in Vietnam as such; it can reach a Vietnamese company only through Article 3, that is, an establishment in the EU, offering goods or services to people in the EU, or monitoring their behaviour in the EU. In Vietnam the obligations come only from Law No. 91/2025/QH15 on Personal Data Protection (in force since 1 January 2026) and its decrees, which share several concepts with the GDPR but differ on legal bases, filings with the authority, response times, breach notification and penalties.

Contracts

NDA in Vietnam: validity, penalties and how to draft one

An NDA in Vietnam is a non-disclosure agreement: a civil contract under which the receiving party promises to keep information confidential and use it only for an agreed purpose. Vietnam has no separate law on NDAs; its force comes from freedom of contract (Clause 2, Article 3, Article 385 and Clause 1, Article 398 of Civil Code 91/2015/QH13), while trade secrets are protected separately under the Law on Intellectual Property (Clause 23, Article 4, Articles 84 and 127).

Contracts

Framework agreement in Vietnam: legal effect, drafting and how it differs from an MOU

A framework agreement in Vietnam is the usual English rendering of what Vietnamese businesses call a hop dong nguyen tac: a document that fixes the general terms of a continuing supply or cooperation relationship, with each transaction then closed by a specific contract, purchase order or annex. Civil Code 91/2015/QH13 has no contract type by that name (Article 402 lists only the main types), so whether the document binds depends on its content, not its title: an agreement that creates rights and obligations is a contract (Article 385) and must meet the validity conditions in Article 117. Only public centralised procurement has a statutory definition of a framework agreement (Article 54 of the Law on Bidding).

Dispute resolution

Commercial arbitration in Vietnam: arbitration agreements, set-aside and enforcement of awards

Commercial arbitration in Vietnam is a method of resolving disputes that the parties have agreed on and that is conducted under the Law on Commercial Arbitration (Clause 1, Article 3 of Law 54/2010/QH12, the Arbitration Law). A dispute goes to arbitration only if the parties have an arbitration agreement (Article 5), the proceedings are private unless the parties agree otherwise (Clause 4, Article 4) and the award is final (Clause 5, Article 4). The text to read is consolidated text 60/VBHN-VPQH of 15 August 2025, in which Law 81/2025/QH15 changed which courts support arbitration.

Corporate

Company dissolution in Vietnam: conditions, procedure, tax and employees

Company dissolution in Vietnam is the legal process by which a company ends its operations and its existence. A company may dissolve only if it can pay all its debts and other property obligations and is not in a dispute before a court or arbitral tribunal (Clause 2, Article 207 of Law on Enterprises 59/2020/QH14). A company that is already insolvent is different: its legal representative must file for bankruptcy under the Law on Rehabilitation and Bankruptcy 142/2025/QH15, unless a rehabilitation petition has been filed.

Contracts

What is an MOU in Vietnam? Is a memorandum of understanding legally binding?

An MOU in Vietnam (memorandum of understanding) is a document in which two or more parties record what they have agreed at the start of a cooperation or negotiation. Vietnamese law has no separate category called an MOU, so its effect depends on each clause and on what the parties really intended: some parts are mere statements of intent, some are binding commitments the parties agreed (such as confidentiality, exclusive negotiation or a penalty; Clause 2, Article 3 of Civil Code 91/2015/QH13), alongside the statutory duty to keep confidential information confidential during contract formation (Clause 2, Article 387), and the whole document may be treated as a contract if it records an agreement on rights and obligations (Article 385).

Corporate governance

Company charter in Vietnam: required contents, who signs, amendment and legal effect

A company charter in Vietnam is the document of rules that sets out how a company is organised, managed and run; the Law on Enterprises does not define it. Under Clause 1, Article 24 of Law on Enterprises 59/2020/QH14 it consists of the charter filed at registration and any later amended or supplemented version. Limited liability companies, joint stock companies and partnerships must file a charter with their registration dossier (Clause 2, Articles 20, 21 and 22), and Clause 2, Article 24 lists 13 groups of main contents, which the law does not call mandatory.

M&A

Shareholders agreement in Vietnam: enforceability, the charter and common clauses

A shareholders agreement in Vietnam (SHA) is a contract between shareholders, sometimes with the company as a party, on funding, governance, share transfers and exit. The Law on Enterprises 59/2020/QH14 has no provision on it; it takes effect as a civil contract (Clause 2, Article 3 and Article 385 of Civil Code 91/2015/QH13) and binds only its signatories (Clause 2, Article 401), while the company itself runs on its charter (Article 24 of the Law on Enterprises).

M&A

Preference shares in Vietnam: the three statutory classes and how investors use them

Preference shares in Vietnam are shares of a joint stock company that carry rights different from ordinary shares: more votes, a higher or fixed dividend, or the right to have the company redeem the capital contributed. The Law on Enterprises 59/2020/QH14 names three classes, dividend preference, redeemable preference and voting preference shares, and allows other classes set by the charter and securities law (Clause 2, Article 114). Every joint stock company must have ordinary shares (Clause 1, Article 114).

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