Attorneys from Tilleke & Gibbins’ office in Hanoi have written the Vietnam chapter for Getting the Deal Through – Licensing 2021, a comparative guide to licensing law and practice in 18 countries around the world. Licensing 2021 provides an overview of a wide range of licensing relationships, including licensing of copyrights, trademarks, and patents; software licenses; technology transfer agreements; and franchise agreements. The book also addresses issues of royalties and other payments, taxes, competition law, and termination of licensing relationships. The Vietnam chapter was authored by Linh Thi Mai Nguyen, Son Thai Hoang, and Chi Lan Dang of Tilleke & Gibbins’ trademark team, along with corporate and commercial attorney Tu Ngoc Trinh, who has extensive experience in franchising and competition law. The Vietnam chapter is available below as a PDF. Tilleke & Gibbins also contributed the Thailand chapter to Licensing 2021. To browse all 18 jurisdictions covered by the guide, please visit the Getting the Deal Through website.

Thailand’s long-awaited new Trade Competition Act B.E. 2560 (2017) (TCA) came into effect on October 5, 2017, and the legislation’s extensive reforms of both substantive and procedural rules from the preceding version of the law have been both effective and revolutionizing. Significantly, the TCA lays out an efficient structure for the Trade Competition Commission (TCC) and grants independence to its administrative office, the Office of Trade Competition Commission (OTCC). Consequently, enforcement of this law—which had been almost absent in the past 20 years—is picking up pace. This article will examine the ongoing developments under this law in recent years, and will highlight its current application by discussing some of the TCC’s latest guidelines. TCC: A Developer-Regulator Since its establishment in 2018, the TCC has proven that its role and responsibilities are beyond those of a conventional regulator and law enforcer. The OTCC, with the support of its ad hoc subcommittees, have been actively monitoring the conduct of business operators and the level of competition in various markets and sectors, and the commission is well recognized for its publicizing of the TCA and establishment of new regulations under the law. Through various channels and platforms, a series of regulations, reports on market conditions, press releases, rulings, and precautionary statements have been published, and the TCC’s spokesperson often appears in the media to educate the public. To streamline the exchange of information and collaboration, the TCC and the OTCC have entered into an MOU with six sectoral regulators, including the Securities and Exchange Commission of Thailand, the Office of Insurance Commission, and others. The TCC has also exercised its pre-emptive power to prevent suspicious trade practices and transactions. Prohibitive warnings have been issued against potential infringement, such as unfair trade practices by food delivery platform operators and a proposed merger by

The COVID-19 pandemic has resulted in a significant increase in the popularity of electronic meetings among businesses across the world, as physical meetings became unfeasible due to government lockdowns and regulations limiting gatherings to limit the risk of further spreading the disease. In Thailand, this turn of events has resulted in the promulgation of a new electronic meeting law to modernize rules that facilitate the convening of corporate entities’ statutory meetings as required under Thai law. Electronic meetings in Thailand have been permitted to some degree since June 27, 2014, when the Announcement of the National Council for Peace and Order No. 74/2557 on Teleconferences through Electronic Means B.E. 2557 (2014) first allowed the practice, subject to various restrictions. However, many companies considered two strict requirements under this announcement to be impractical: at least one-third of the quorum for the electronic meeting had to physically attend the meeting at the designated meeting venue, which implies that no more than two-thirds of the quorum could choose to attend the meeting via electronic means; and all participants of the electronic meeting (whether attending electronically or in person) had to be physically present in Thailand at the time of the meeting, which effectively prohibited overseas participation. New Rules for Electronic Meetings The new electronic meeting law, the Royal Decree on Teleconferences through Electronic Means B.E. 2563 (2020), came into effect on April 19, 2020, replacing the 2014 order and relaxing its most onerous limitations in order to facilitate meetings of directors and shareholders via electronic means during the COVID-19 pandemic. The key relaxations codified by the royal decree include allowing all attendees to attend meetings via electronic means, such as by phone or videoconferencing, from anywhere in the world. Furthermore, there is no longer a physical attendance requirement, and notices (and enclosures)

When Vietnam’s new Law on Enterprises of 2020 (2020 LOE) came into effect on January 1, 2021, the implementing regulations for corporate matters guiding the now-repealed Law on Enterprises of 2014 ceased their effectiveness, per principles under the laws on promulgation of legislative documents. As a result, governmental bodies and enterprises have been awaiting the issuance of new implementing regulations that will apply to the 2020 LOE. The first major guidance arrived on January 4, 2021, when the government issued Decree No. 01/2021/ND-CP on enterprise registration (Decree 01), which replaces Decree No. 78/2015/ND-CP dated September 14, 2015 (Decree 78) on the same matter. This article discusses some notable points of Decree 01 in comparison to Decree 78. Operating Status of Enterprises Decree 01 sets out seven possible legal statuses under which an established enterprise may be classified in its profile on the National Business Registration Portal (NBRP), which is available for public access: Active; Business temporarily suspended; No longer in business at the registered address; Enterprise registration certificate revoked due to decision issued by tax authority; In dissolution process, divided, merged, or acquired; In bankruptcy process; and Dissolved, bankrupt, or ceased to exist. By default, the status of a company is active. The status will be updated to one of the other options in the NBRP when the respective licensing procedures are completed at the provincial Department of Planning and Investment (e.g., for temporary suspension of business or initiation of dissolution process), or according to the decision of the relevant authorities (e.g., for bankruptcy). The previous Decree 78 did not provide detail on the available status options. The common statuses observed on the NBRP before the enactment of Decree 01 were “active,” “business temporarily suspended,” “locked” (akin to the current “in dissolution process”), and “dissolved.” This change will make