Cambodia, Laos, Myanmar, and Vietnam present attractive options for foreign direct investment (FDI). As all of these countries look toward the end of the COVID-19 pandemic, FDI will play an important part in their continued economic development. Specialists from Tilleke & Gibbins in these countries have written chapters in the Foreign Investment Review 2022, published by Lexology Getting the Deal Through, about the framework for FDI in each jurisdiction to provide investors and entrepreneurs with clear guidance for their business operations in Southeast Asia. Specifically, the chapters cover the following topics: Law and Policy: Government policies and practices, main laws and their scope of application (including details on investment promotional measures), definitions, rules for state-owned enterprises and sovereign wealth funds, relevant authorities and oversight, and national interest provisions. Procedure: Jurisdictional thresholds, national interest clearance, securing approval, the review process for competition clearance and associated penalties, involvement of authorities, facilitation of clearance, and post-closing regulatory powers. Substantive assessment: Substantive tests for clearance, authorities’ consultation with other countries and other relevant parties, transactional prohibitions and objections, mitigating arrangements and challenges to a decision, and protection of confidential information. Recent cases, updates, and trends: Relevant recent case law, key recent and ongoing developments. A PDF of each chapter is available on Tilleke & Gibbins’ individual pages for the Cambodia, Laos, Myanmar, and Vietnam chapters of Foreign Investment Review 2022. To browse the full guide for all 29 jurisdictions, please visit the Getting the Deal Through website.

On January 28, 2022, the government of Vietnam issued Decree No. 15/2022/ND-CP guiding the tax reduction and exemption policies to support post-pandemic recovery (Decree 15). Decree 15 was issued to implement the National Assembly’s Resolution No. 43/2022/QH15 dated January 11, 2022, on fiscal and monetary policies for the recovery of the national economy from the complications of the ongoing COVID-19 pandemic. Notably, Decree 15 sets out tax relief for value-added tax (VAT) and corporate income tax (CIT). Various kinds of goods and services will be entitled to a reduced VAT rate of 8% (instead of the current 10%) for the period from February 1 until December 31, 2022. The reduction is applicable for both methods of VAT payment (i.e., the deduction method and the direct method). It is worth noting, however, that telecom services, banking and financial services, real estate business, as well as goods and services subject to special consumption tax are not eligible for this relief measure. Details of the goods and services which are not entitled to VAT rate reduction are listed in the appendices attached to Decree 15. With regard to CIT, grants and donations of enterprises and organizations to COVID-19 control operations in Vietnam will be deducted from taxable income when calculating the CIT of the tax period of 2022. The amount of grants or donations must be confirmed in writing (including via electronic means) by the receiving authority or agency. Decree 15 takes effect on February 1, 2022. It should be noted that there may be further guiding circulars after the enactment of the decree. Therefore, it is recommended that businesses keep a close watch on any further implementing guidance of Decree 15.

Thailand’s Board of Investment (BOI) recently published BOI Notification No. Sor. 8/2564, which extends the scope of investment promotion covering electronic vehicle (EV) industry manufacturers to include the production of “automotive platforms” for electric vehicles, and creates a new category of BOI promoted activities covering the manufacture of electric bicycles (E-bikes). Automotive Platforms The following investment promotion categories have been extended: 4.24 – Manufacture of Battery Electric Vehicles 4.26 – Manufacture of Electric Battery Tricycles 4.27 – Manufacture of Electric Battery Busses and Trucks These categories now include the manufacture of “automotive platforms”—which must include an energy storage system, charging module, and front and rear axle module—benefiting from similar tax incentives and subject to additional conditions, as detailed below. New BOI Promotional Category for E-Bike Production The BOI has also introduced a new category, No. 4.28, covering the manufacture of E-bikes. Projects under this category will be eligible for a three-year CIT exemption with an additional one-year exemption if certain criteria are met. Applications for this category must cover the manufacture of E-bikes, the manufacture or sourcing of electric batteries, and a management plan for used batteries. In addition to the general conditions for EV projects (industrial standards, manufacturing timelines, etc.), the BOI has also imposed the following conditions specific to E-bike projects: E-bike frames must be produced from light-weight materials such as aluminum alloy, chromium–molybdenum alloy steel (chrome moly), titanium alloy, and carbon fiber; and E-bike batteries must adopt environmentally-friendly technology. Interestingly the BOI allows E-bike production lines to jointly use manufacturing lines for ordinary bicycles. However, the sale of ordinary bicycles is regarded as non-BOI-promoted income and will not be entitled to BOI tax incentives. These new provisions, intended to stimulate both local and foreign investments in the electric automotive industry, seem to complete the BOI promotion

The popularity of the franchise business model has grown rapidly in mainland Southeast Asia in recent years, with some of the world’s top brands becoming common sights in the commercial districts and shopping malls of major regional cities in Cambodia, Laos, Myanmar, Thailand, and Vietnam. Although these countries have not yet enacted franchising-specific laws, certain features of each country’s regulatory regime impact franchising. As such, well-prepared franchise business operations have comfortably adapted to each country’s regulatory framework, and the growth is poised to continue even as the global retail sector redesigns and redoubles its efforts in the wake of the COVID-19 pandemic. In fact, the franchise business model, which is both global and local at the same time, may offer retail entrepreneurs a solution in their quest to meet the challenges of the new retail economic realities. This article explains the legal frameworks that impact the franchise business model in Cambodia, Laos, Myanmar, Thailand, and Vietnam. For each country, this article discusses relevant regulatory considerations for franchise agreements, how to protect intellectual property rights, and judicial and arbitral procedures for resolving disputes that might arise between a franchisor and a franchisee. The full article can be downloaded through the button below.   © 2021. Originally published in the Franchise Law Journal, Vol. 41, No. 2, Fall 2021, by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association or the copyright holder.