- IMMIGRATION
Law No. 23/2023/QH15 dated 24 June 2023 amending and supplementing several articles of Law on Entry and Exit of Vietnamese Citizens and Law on Entry, Exit, Transit and Residence of Foreigners in Vietnam (“Immigration Law 2023”).
On 24 June 2023, the National Assembly passed Law No. 23/2023/QH15, which amends and supplements several articles of the Laws on the Entry and Exit of Vietnamese Citizens and the Entry, Exit, Transit, and Residence of Foreigners in Vietnam. The Immigration Law 2023 came into force as of 15 August 2023. Its new regulations thereof provide many progressive changes supporting the procedures of visa registration for foreigners to enter Vietnam and procedures of passport registration for Vietnamese citizens. Specifically, some outstanding and noteworthy points of Immigration Law 2023 are as below:
Increasing the E-visa validity to 90 days
As of 15 August 2023, the validity period of an electronic visa (E-visa) has been extended from a maximum of 30 days to a maximum of 90 days, a significant expansion compared to the former immigration regulations. In addition, the issuance of E-visas will be contingent on the consideration of factors such as national defense, national security, social order, and safety, all while aligning with foreign policy and socio-economic development objectives.
At the same time, the Law also extends the list of countries and territories whose citizens are eligible for E-visas and the international border gates through which foreigners may enter and exit using E-visas shall be determined by the Government.
Supplementing the information of place of birth in the passport and cancellation of passport in case it is not received within 12 months from the appointment date
Immigration Law 2023 stipulates that the entry and exit documents must indicate following important information: (i) portrait photos; (ii) full name, including surname, middle name and first name; (iii) gender; (iv) place of birth; (v) date of birth; (vi) nationality; (vii) symbols, number of entry and exit documents; and (viii) personal identification number. Thus, from 15 August 2023, information of the place of birth is mandatory in the passport.
Besides that, new provisions regarding the cancellation of passport validity have been introduced. Accordingly, after 12 months from the date of appointment set by the competent authority, if applicants fail to receive their passports and do not provide a written explanation detailing the reasons for their delay to the competent authority, the passport-issuing authority is empowered to cancel the validity of the passport. Therefore, it is crucial for applicants to be mindful of this 12-month timeframe. If, for valid reasons, an applicant is unable to collect their passport within this period, they must promptly submit a written explanation to the passport-issuing authority.
Supplementing regulations on documents related to overseas issuance of passports
Immigration Law 2023 simplifies requirements for passport registration for Vietnamese citizens abroad, creating more convenient conditions for travel and other related procedures. Accordingly, the specific documents required for obtaining passports overseas are as follows:
- Your most recent valid regular passport; or, in the event of a lost passport, a notice of loss or a notice of receipt from the competent agency.
- A photograph of your ID Card if there have been changes in your personal information compared to the information recorded in your most recent passport.
- A copy of the Birth Certificate for individuals who are less than 14 years old.
- A copy of documents issued by Vietnamese or overseas competent authorities that establish your legal representation if you are a person who has lost their civil capacity, an individual with limited recognition or behavioral control in accordance with the Civil Code, or a person who is under 14 years of age.
Regarding items (iii) and (iv), if there’s no copy or extract version, it’s possible to submit a picture and present the original for checking and comparison.
Immigration Law 2023 has contributed to promoting administrative procedures reform and removing many bottlenecks from the entry and exit activities; leading to creating favorable conditions for entry and exit activities of citizens and foreigners; and positively contributing to the socio-economic development of our country.
- DATA PROTECTION
Decree No. 13/2023/ND-CP dated 17 April 2023 on personal data protection
On 17 April 2023, the Government introduced Decree No. 13/2023/ND-CP on personal data protection (“Decree 13”). This Decree serves as the initial, all-encompassing legal framework for personal data protection and became officially enforceable on 01 July 2023. Below are several noteworthy regulations that pertain to organizations and individuals involved in or connected to personal data processing activities in Vietnam:
Definition and classification of personal data, rights and obligations of personal data subjects
Decree 13 defines personal data as information in the form of symbols, letters, numbers, images, sounds, or equivalences on the electronic environment associated with a specific individual or supporting to identify a specific individual. Accordingly, personal data is classified into 02 groups, being (i) basic personal data; and (ii) sensitive personal data.
Data subject refers to the individual reflected by personal data, such subject is granted 11 (eleven) specific rights, which aim to protect their data thoroughly. Especially, the consent or non-consensual rights on allowing to processing of personal data applied to all activities in personal data processing, aiming to handle the situation in which there are more and more subjects arbitrarily collecting, analyzing and processing personal data for various purposes without informing or receiving consent from data subject.
However, Decree 13 also stipulates 05 (five) exceptions in processing personal data without consent as aforesaid, which occurred in some especially necessary circumstances such as to protect life and health of the data subject, or in case of national defense, security emergencies, dangerous epidemics, etc.
Regulations on personal data protection measures
Personal data protection measures specified in Decree 13 comprise of:
- Management measures carried out by organizations or individuals related to personal data processing;
- Technical measures carried out by organizations or individuals related to personal data processing;
- Investigation and procedural measures carried out by competent authorities; and
- Other measures as prescribed by laws.
The personal data protection authority is the Department of CyberSecurity and Hi-tech Crime Prevention under the Ministry of Public Security, which assists the Ministry of Public Security in performing state management of personal data protection.
Prohibited acts in personal data processing and responsibilities of the relevant parties
Accordingly, all regulated subjects under Decree 13 need to pay attention to the specified prohibited acts such as processing personal data contrary to the laws; in order to create information and data used against the Socialist Republic of Vietnam or take advantage of personal data protection to violate the laws. Notably, Decree 13 does not allow the sale and purchase of any data in any form, otherwise permitted by laws, to handle the illegal data trading that has been occurring widely.
Scattered in the entire Decree 13 are the specific regulations on the responsibilities of data controllers, data processors, and relevant third parties to personal data processing. Therefore, with Decree 13 coming into effect on 1 July 2023, the businesses need to commence reviewing their internal policies and privacy management practices immediately to identify the gap between their internal policies, implementing practices compared to requirements of Decree 13 to plan the respective action or changing appropriately.
With requirements for an official, direct and specific legal framework to effectively protect personal data in Vietnam, minimizing the risks and consequences of data-violating actions as well as helping in raising awareness and responsibility of all relevant parties, Decree 13 is expected to satisfy all the abovementioned requirements in the near future.
- INSURANCE SERVICE
Decree No. 46/2023/ND-CP dated 1 July 2023 detailing the implementation of several articles of Law on Insurance business (“Decree 46”)
On 1 July 2023, the Government issued Decree No. 46/2023/ND-CP detailing the implementation of several articles of Law on Insurance Business No. 08/2022/QH15 dated 16 June 2022 (“Law on Insurance business”), performing the function of concretizing the Law, Decree 46 provides several notable highlights in insurance business activities as follows:
Conditions for being granted the License for establishment and operation of insurance enterprises, reinsurance enterprises, and foreign branches in Vietnam
Insurance enterprises, reinsurance enterprises have to satisfy the conditions regarding (i) shareholders, founding members; (ii) minimum charter capital amount; (iii) employees; and (iv) organizational operation form and draft charter. Whether an insurance enterprise or a reinsurance enterprise is established under the form of a limited liability company or a joint stock company resulting in specific conditions on the capital contributing members or the capital contributing shareholder structure are regulated respectively.
In addition, non-life insurance enterprises and foreign reinsurance enterprises once establishing branches in Vietnam also need to be certified by the foreign competent authority where their headquarters are located in ensuring maintenance and satisfy financial safety conditions and not seriously violating regulations on insurance business for 03 consecutive years preceding the year of application.
Generally, Decree 46 sets out relatively strict regulations in granting the License to ensure the effectiveness and decreasing risks in course of actual operation.
Measures and grounds for calculating insurance fees need to be registered with and approved by the Ministry of Finance
Accordingly, insurance enterprises and branches of foreign non-life insurance enterprises must register and obtain approval from the Ministry of Finance for the measures and grounds for calculating insurance fees of insurance products of life insurance, health insurance, and motor vehicle insurance before implementation; exceptionally, it needs to note that the civil liability insurance of motor vehicle owners shall not be obligated by such regulations.
Besides, in case of having adjustments on the measures or grounds for charging fees or the principles, conditions or provisions of insurance products resulting in affecting the measures or grounds for charging insurance fees, then the insurance enterprises and branches of foreign non-life insurance enterprises also need to submit the adjustment and implementing registration dossier to the Ministry of Finance.
Being promulgated to specify the regulations of Law on Insurance business, Decree 46 has satisfied part of expectations during the past time from many objects such as credit institutes, insurance enterprises or brokers on having a comprehensive and clear legal framework for the insurance business activities; and the most important point is the suitability with related legal system and development orientation as well as actual need of the market in the following years to ensure the best interests for all parties involved in insurance business; Decree 46 officially takes effect as of 1 July 2023.
- BANKING AND FINANCIAL SERVICES
1. Circular No. 06/2023/TT-NHNN dated 28 June 2023 amending and supplementing several articles of Circular No. 39/2016/TT-NHNN of the Governor of the State Bank of Vietnam regulating lending activities of credit institutions and foreign bank branches to clients.
On 28 June 2023, the Governor of the State Bank issued Circular No. 06/2023/TT-NHNN (“Circular 06”) to amend and supplement several articles of Circular No. 39/2016/TT-NHNN on lending activities of credit institutions and foreign bank branches to clients (“Circular 39”) with 03 main contents: (i) supplementing loan purposes that do not allow to lend; (ii) supplementing requirements for internal regulations in lending and loan management; and (iii) creating a legal framework for loans approved via electronic transmissions to create more favorable conditions for clients to approach bank loans. Below are specific updates for each of the aforementioned contents:
Supplementing capital needs are not allowed to lend
Accordingly, compared to the provisions of Circular 39, Circular 06 supplemented 04 (four) potential risky capital needs that credit institutions are not allowed to lend, specifically:
- To deposit money;
- To pay for capital contributions, purchase, receive transfer of capital contributions of limited liability companies, partnerships or joint stock companies that have not been listed on the stock market, registered for trading on the system Upcom transaction system;
- To pay for capital contributions according to capital contribution/investment cooperation/business cooperation contracts to implement investment projects that were unsatisfied for operation at the time of deciding to loan; and
- For financial compensation, unless the loan satisfied of 02 conditions set out by Circular 06.
However, in the context of still having many difficulties in economy, to avoid creating more barriers to business having reasonable lending needs, especially while the Government has issued Resolution No. 33/2023/NQ-CP to carry out some solutions to facilitate capital flows for the real estate market, on 23 August 2023, Circular No. 10/2023/TT-NHNN was issued to suspend the enforcement of Clauses 8, 9 and 10 Article 8 of Circular No. 39 (i.e suspension of enforcement for loan needs No. (2), (3), (4) abovementioned) from 1 September 2023 until having new legislation regulating these contents.
Internal regulations of credit institutions on lending and loan management are established in more strict manner
Based on the laws, credit institutionsare allowed to set out its internal regulations on lending and loan management that are appropriate to the characteristics of its business operations, but still need to ensure contain some minimum content as prescribed by Circular 39, which are tightly adjusted by Circular 06 in more detailed, typically as follows:
- Concerning regulations on lending conditions, it is necessary to prescribe specific criteria to determine whether lending needs are used for legal purposes and have a feasible capital-using plan, having the financial capacity to pay the loan;
- Supplementing regulations regarding conditions on lending without security measures, decentralizing authorities in deciding lending without security measures;
- Supplementing regulations aim to manage lending for investment and trading securities; purchasing and trading real estate.
The establishment of the abovementioned requirements contributes to ensuring safety, efficiency, risk limitation arising in lending activities of credit institutions to the clients, controlling clients’ use of capital for the right purpose, and improving credit quality while still ensuring compliance with actual needs.
Supplementing regulations on personal lending by electronic transmissions
Accordingly, to implement this form of lending, the credit institutions need to satisfy the minimum requirements such as (i) having solutions and technical technology to ensure accuracy, security, and safety in the process of collecting, using and checking information and data; (ii) having measures to check, compare, update and verify information and data; (iii) having measures to monitor, identify, measure and control risks; having plans to handle risks; and (iv) assigning particular responsibilities to each related individuals and departments. Therefore, with the new regulations, credit institutions can implement lending by electronic transmissions in accordance with the laws without being afraid of legal risks.
When in need of borrowing capital, clients must send to the credit institutions documents and data proving duly eligibility for loans and other documents, data subject to the credit institutions’ instructions. The outstanding loan amount for an individual serving living purposes, who has been identified with information duly verified as prescribed in laws shall not exceed VND100,000,000 at a credit institution.
Not only supplementing such new regulations, but Circular 06 also amends and supplements several other provisions to be appropriate with this lending form to create more favorable conditions for credit activities can operate safely and effectively.
It can be seen that Circular 06 has performed various roles from constituting the legal framework to ensure credit safety, minimizing risks in lending activities and loan management to specifying policy of digital transformation of the banking industry with clear regulations. These new points are expected to facilitate credit capital flows into manufacturing and business activities, recovering and developing the economy as well as encourage the credit institutions to apply digital technology in credit activities, simplifying the procedure in credit activities, creating more favorable conditions for citizens and businesses to access the loans, Circular 06 officially takes effect as of 1 September 2023.
2. Circular No. 30/2023/TT-BTC dated 17 May 2023 guides the registration, depository, exercise of rights, transfer of ownership, transaction payment and organization of the trading market for corporate bonds offered for sale individually in the domestic market
Circular No. 30/2023/TT-BTC issued on 17 May 2023 provides detailed regulations guiding the registration, depository, exercise of rights, transfer of ownership, transaction payment and organization of the trading market for corporate bonds offered for sale individually in the domestic market (“Circular 30“), below are some summarized contents from Circular 30:
Regarding registration and depository of privately placed corporate bonds
The privately placed corporate bonds must be collectively registered at the Vietnam Securities Depository and Clearing Corporation (“VSDC”) by the issuing enterprise with information of enterprises, privately placed corporate bonds and owner of privately placed corporate bonds in accordance with template prescribed; make an amendment in case of changing and responsible for the truthfulness, precision, completeness and timeliness of such information.
Concerning depositing privately placed corporate bonds, investors open depository accounts at depository members to deposit privately placed corporate bonds at VSDC or register information to use the depository account in case of have an account already. As the investors are in need of trading on the transactional system of privately placed corporate bonds, the depository member must register the duly updated information about depository account of that investor with VSDC.
Regarding the transfer of ownership of privately placed corporate bonds
Circular 30 provides detailed regulations on cases of right transferring as follows:
- Case 1: VSDC carries out the transfers the ownership of privately placed corporate bonds in case of buying and selling transactions on the transactional system of privately placed corporate bonds;
- Case 2: VSDC carries out the transfers the ownership of privately placed corporate bonds outside the transactional system of privately placed corporate bonds, such as donating, inheriting, or transferring ownership according to judgments or decisions of the court, arbitration or judgment enforcement agency, dividing of marital assets or ensuring of collateral assets such as privately placed corporate bonds, etc.
Concerning Case 2 above, the transferring party must deposit for privately placed corporate bonds before transferring the ownership, unless such party is missing, dead, or residing abroad and cannot be contacted or has been divided, separated, merged, merged or dissolved, etc.
Regarding payment of privately placed corporate bonds transaction
Payment for privately placed corporate bond transactions is conducted through settlement banks based on the payment obligations confirmed by VSDC. To facilitate this process, depository members and entities directly managing accounts must establish deposit accounts in their names at these settlement banks for transactions involving privately placed corporate bonds, whether they are for self-trading, domestic brokerage, or foreign brokerage purposes.
The payment process is summarized as follows:
- Following the completion of a privately placed corporate bond transaction, the Hanoi Stock Exchange shares the transaction results with VSDS for payment processing.
- VSDC reviews the transaction’s validity, reserves the number of sold bonds, and communicates the valid transaction results to depository members and organizations directly managing accounts for their confirmation.
- Upon receiving this confirmation, VSDC determines the payment obligation and conveys this information to relevant parties and the designated settlement banks.
It’s important to note that payments for privately placed corporate bond transactions are conducted through instant payment methods, ensuring that settlement occurs on the same day as the transaction.
The comprehensive guidelines established by Circular 30 are expected to provide a solid foundation for the growth and stability of the privately placed corporate bond trading market. This, in turn, is anticipated to make a continual and substantial contribution to the economic development of the country. Circular 30 came into official effect on July 1, 2023.
