Vietnam

Global Vietnam Lawyers would like to introduce our valued readers to an article by Mr. Do Duc Anh titled “Balancing Risks and Responsibilities in Providing Medical Services” published in The Saigon Times, No.42-2025 (1.818) on October 16, 2025. *** In an era where the “win-win” approach to business cooperation is widely embraced, some enterprises still opt for a self-serving path—securing benefits for themselves while shifting risks onto others. A common method of risk shifting involves one party drafting an agreement and persuading the other to sign it. Once signed, the latter often bears the brunt of any potential disputes. For example, in the field of medical service provision, many patients report being asked to sign documents before undergoing surgery, stating they must accept full responsibility for any risks and waive the right to sue the doctor or medical facility. In some cases, patients are presented with pre-written medical service agreements containing complex clauses, which—according to their understanding—seem to favor the healthcare provider. Key points to know about medical service agreements Under the 2023 Law on Medical Examination and Treatment, there is no legal requirement for patients to sign a medical service agreement. Any such agreement may be made on the voluntary basis and governed by the provisions of the 2015 Civil Code. Here are some important considerations for patients in case they need to make a decision. What if a patient does not agree to sign a medical service agreement? This is a matter that healthcare providers should clearly communicate to their customers. Specifically: Will the medical facility refuse to provide the service if no contract is signed? Or, in the absence of a signed contract, will both parties proceed with the treatment based on the posted service fees and the provisions of the Law on Medical Examination and Treatment and its guiding regulations? If time and health conditions permit, patients are encouraged to ask the medical facility for clarification on these points. Are there any regulations releasing healthcare practitioners from professional liability? Yes, there are. Medical practitioners are protected by law and will not held liable for adverse medical events if they have followed all legal and professional regulations[i]. Is it legally required that a patient must sign a waiver accepting full responsibility before surgery? No. Vietnamese law does not require patients to do so to accept surgical risks in order to undergo surgery. However, informed consent is required for invasive procedures, as stipulated in Article 65 of the 2023 Law on Medical Examination and Treatment. The Ministry of Health’s Circular 32/2023/TT-BYT provides a form titled “Consent Form for Surgery, Procedures, and Anesthesia”, which includes two clear options for patients to choose and write down: (i). Agree to undergo surgery, procedures, and anesthesia, and use this form as evidence. (ii). Decline surgery, procedures, and anesthesia, and use this form as evidence. This form requires signatures from three parties: the surgeon, the anesthesiologist, and the patient. Importantly, the form does not contain any clause requiring the patient to accept personal liability for health damages, nor does it require a commitment not to file complaints or lawsuits.[ii] If a patient signs the written commitment to accept full responsibility and waive the right to file lawsuits, is this commitment form valid? To determine whether the commitment holds legal weight, we must clarify if the patient has signed this document of his/her own free will? Did the patient have an opportunity to negotiate or discuss the terms with the medical facility beforehand? What was the patient’s physical and mental conditions during the signing process? And many other factors. However, there are certain legal provisions to note: a written commitment (essentially a civil transaction) may be deemed invalid if it does not meet the requirement of being “made voluntarily” or if the person making the commitment lacks awareness or control over their actions at the time of signing.[iii] What happens if a patient refuses to sign the commitment form? This is a point that healthcare facilities should clearly explain to patients. Also, patients have the right to request clarification on the following points: (i). Can the medical facility add extra content to the commitment form beyond what is prescribed in official templates? (ii). According to the law, which commitments are mandatory for patients? (iii). Which commitments are optional for patients? A transparent, two-way discussion helps both parties understand each other better, streamlining paperwork and allowing the treatment process to begin promptly. When a patient arrives at the hospital with a willingness to fulfill their legal obligations—such as respecting hospital rules, complying with procedures, and covering treatment costs[iv]—then both the medical facility and the patient should prioritize what truly matters: delivering and receiving quality healthcare. In closing It’s difficult to guarantee that full consensus will be reached in every case. When that happens, patients themselves should assess their health conditions before making decisions. If they have read the “Consent Form for Surgery, Procedures, and Anesthesia” issued under Circular 32/2023/TT-BYT by the Ministry of Health, they can use that as a reference—clearly stating which parts they agree to when signing. From a broader perspective, state management agencies should conduct regular audits to ensure that healthcare facilities apply commitment forms and agreements in a consistent and standardized manner. It is crucial that no unauthorized content is added that could disrupt the balance between a patient’s right to receive medical care and a provider’s right to legal protection. [i] Article 42.1 The 2023 Law on Medical Examination and Treatment [ii] https://thuvienphapluat.vn/phap-luat/ho-tro-phap-luat/mau-giay-cam-ket-chap-thuan-phau-thuat-thu-thuat-va-gay-me-hoi-suc-01bv2-theo-thong-tu-322023ttbyt-136369.html [iii] Articles 117, 122, 128 The 2025 Civil Code [iv] Article 17 The 2023 Law on Medical Examination and Treatment

Global Vietnam Lawyers would like to introduce our valued readers to an article by Mr. Le Quang Vy titled “Law on protection of author rights in works generated by Artificial Intelligence (AI)”. This article was originally published in The Saigon Times, issue No.37-2025 (1.813) on September 11, 2025. *** Amid the stormy development of Artificial Intelligence (AI) in this modern material world, the intellectual property laws in countries around the world in general and Vietnam in particular are facing regulatory gaps. These gaps pose a multitude of challenges for lawmakers in protecting intellectual property rights. Unlike rights in rem (the owner's rights over their tangible property) or rights in personam (the creditor's rights over the debtor), intellectual property rights concern intangible assets — specifically, the author rights over inventions and innovations. The value of intangible assets lies in what is derived from human creative activity. Can a work generated by AI be protected by law in terms of its author rights? If so, who would be the rightful holder of such rights? Vietnam is developing a National Strategy for Development and Application of Artificial Intelligence with vision to 2030, as outlined in Decision No. 2259/QĐ-BTTTT dated December 7, 2022 by the Ministry of Information and Communications. This strategy aims to develop AI for use in various sectors, including healthcare, education, finance, agriculture and etc. Therefore, establishing a legal framework to govern AI-generated works is now one of the most urgent issues. Current laws Vietnam’s Intellectual Property Law (IP Law) of 2005 has undergone three amendments (in 2009, 2019, and 2022). However, it still does not contain any provisions addressing AI or AI-generated works.  Under the current IP Law, a protectable work must be created by a human author in a direct manner, and its author rights come into existence at the moment the work is created and comes to exist in a determined material form. Regarding the holder of author rights, the law stipulates that only the author (a person), co-authors (several persons), or the organization (be it a legal person or non-legal person) that gives assignments to or enters into contracts with an author may be recognized as the holder of author rights. Even international treaties such as the Berne Convention only protect works created by human authors. Similarly, the TRIPS Agreement contains no provisions related to AI-generated works. In the United Kingdom, the law does provide protection for computer-generated works. However, the author behind such works must be a human, i.e. the person who writes the program. That being said, authors of computer-generated works are not entitled to certain author rights, such as the right to be identified as the author when the work is copied or disseminated, or the right to protect the integrity of the work. Computer-generated works are protected for only 50 years from the date of creation, rather than the lifetime of the author plus 70 years from his/her death as is the case with traditional artistic works. Thus, the UK law partially recognizes works generated by machines under humans’ command, but such works do not give rise to the full spectrum of author rights afforded to the works created directly by human authors.  The U.S. law only protects the works created by humans; works independently generated by AI are not eligible for legal protection. Specifically, the Court of the District of Columbia has ruled in the case of Thaler v. Perlmutter that a work created by AI without human creativity does not give rise to any author right. This decision aligns with the guidance issued by the U.S. Copyright Office regarding author right registration, which states that a work must be the result of direct human authorship in order to be protected. Accordingly, both Vietnamese laws and the prevailing international practice continue to affirm that creativity must involve a human element. Identifying legal issues The first question is: Can AI be considered as an author? Under the current IP Law, it can be definitively stated that AI is not a human being and therefore cannot be recognized as the author of a creative work, nor can it be the holder of author rights. The second issue concerning AI-generated works is the need to clearly define the roles of the individuals involved — such as the programmer, the system administrator, and the prompt engineer. Among these individuals, who should be considered as the author? The third issue concerns originality. AI-generated works are typically derived from pre-existing datasets. Therefore, can such works be regarded as creative works by themselves? Can they be considered as original works? Finally, with respect to legal liability, if an AI-generated work contains offending contents or AI unlawfully uses copyrighted data, who will be held liable? Currently, in the United States, there is a "high-profile" lawsuit between The New York Times and Open AI & Microsoft. Accordingly, The New York Times alleges that Open AI & Microsoft used millions of copyrighted articles from The New York Times to train GPT without permission nor paying, and that there are contents coming out almost verbatim from the original articles, even cases of patchwork resulting in falsified information. In a rebuttal to The New York Times, Open AI & Microsoft pretends that the data used by Open AI & Microsoft are publicly available, meaning that the data are neither intercepted, nor require logging in or paying. The contents in question are not copied but have been transformed, meaning that the data has been synthetized into a new work, not reprinted or copied. In addition, Open AI & Microsoft also claims that they are entitled to the fair-use exception under US copyright law. Similar to US law, Article 25 of the Vietnamese IP Law stipulates exceptions that are not considered as copyright infringements, such as fair use of a work for scientific research, teaching, commenting, writing, illustration in one's own work, etc. However, fair use must not negatively affect the original work. Reverting to the above lawsuit, although the verdict is yet to be pronounced, it can be considered as a typical AI lawsuit whose verdict will be valuable experience in shaping the legal framework on copyright for works created by AI. Amending the IP Law to keep up with the development of AI In the AI ​​era, the law needs to clarify the concepts of "author" and "rights holder". Should AI be recognized as a creative subject? If not, who will be recognized as the author of the work created by AI? the programmer? the administrator or the prompt engineer? Or is it necessary to establish a “co-authorship” mechanism for AI works? If, in case of the author right, the law provides for the interaction and sharing of benefits between the author right and related rights (performers; record producers; broadcasting organizations) for audio and video recordings, then for AI-created works, should the law also stipulate a regime of sharing rights between subjects participating in the process of creating AI works such as data providers, programmers, managers, especially in consideration of the The New York Times versus Open AL & Microsoft lawsuit. The law needs to clearly set up a mechanism for protecting input data used to train AI models such as: in which cases using copyrighted data for training is an offense and which cases would be considered as reasonable exceptions (fair use). In addition, the law needs to establish a mechanism for tracing the origin of content, specifically the obligation of the organization providing the AI ​​platform to keep track of input data and generated contents; provide information to competent authorities when there is a dispute. Develop a separate registration mechanism for artificial intelligence works such as allowing registration to establish rights to AI-created works on the basis of honest and public disclosure of human contributions. And last but not the least, a legal liability mechanism should be created for a clear definition of the responsibilities of the owner, the programmer and the exploiter and operator of the AL system. In short, Vietnam still does not have clear legal provisions related to intellectual property rights for AI. Legal issues related to AI-created works must be based on the current protection framework (author right, patent, trademark). However, in the context of AI being a core technology, building a legal framework on IP for AI is extremely urgent in the coming time. It is time to (i) Have a legal definition of "AI-created works"; (ii) Expand the mechanism on author right holders; (iii) Establish a legal liability mechanism between parties involved in the process of programming - operating management - exploiting AI systems.

Ms. Tran Minh Nguyet & Ms. Le Thi Ngan Global Vietnam Lawyers Global Vietnam Lawyers would like to introduce our valued readers to an article by Ms. Tran Minh Nguyet and Ms. Le Thi Ngan titled “Vietnam enhancing transparency of beneficial ownership: From legislation to implementation”. This article was originally published in The Saigon Times, issue No.31-2025 (1.807) on July 31, 2025 and is shared here with permission from the publisher. On July 1st 2025, the Law on amending and supplementing a number of articles of the Enterprise Law dated June 17th 2025 ("Enterprise Law 2025") and Decree No. 168/2025/ND-CP dated June 30th 2025 on enterprise registration ("Decree 168") entered into forced, making the first time that the concept of “beneficial owners” (BOs) has been regulated in Vietnam’s enterprise legislation. This represents a significant advancement in promoting transparency of business operations, particularly regarding individuals who actually control and benefit from the enterprise. This move not only demonstrates Vietnam's commitment to implementing Financial Action Task Force (“FATF”)’s recommendations regarding anti-money laundering (including the requirement for disclosure of the information of BOs of legal entities), but also serves as a crucial key in facilitating Vietnam’s removal from the Increased Monitoring List (or Grey List) and protect the country against the potential of being placed on the FATF List of High-Risk Jurisdictions subject to a Call for Action (Black List) . Why are BOs important to Vietnam? The inclusion of Vietnam on the Grey List could lead to a serious repercussion for the economy, especially impacting the private sector and other sectors attracting foreign investment. International investors tend to be cautious or withdraw from monitored markets, leading to a significant decline in FDI inflows. Not to mention that individuals and entities in the Grey List countries will also be subject to stricter scrutiny by the global banking system. The consequences could be even more severe if Vietnam is placed on the Black List, e.g. Vietnamese financial institutions could be barred from establishing their branches or representative offices abroad. The regulation of BOs in the enterprise law is anticipated to faciliate Vietnam’s timely exit from the FATF Grey List. So, how to identify a BO and what should enterprises do when the regulations on BOs officially come into effect? Identifying the beneficial owner of a legal entity The concept of BOs, although newly introduced in the Enterprise Law 2025, has been utilized for an extend period in the field of anti-money laundering. Specifically, this concept has already appeared in the Anti-Money Laundering Law 2012 and remains relevant to be used in the Anti-Money Laundering Law 2022. The purpose is to assist financial institutions in verifying the identity of institutional customers. The concept of BOs in the Enterprise Law 2025 is well aligned with the provisions outlined in the Anti-Money Laundering Law 2022. The characteristics/identification criteria of BOs and how they are categorized under the enterprise law are presented in the following diagram:     The diagram above indicates that: Firstly, a BO must be an individual. This is consistent with the FATF Recommendation 24 and established international practices, which aims to clearly identify the actual controller of an enterprise. If a “legal entity” qualifies as a BO, the disclosure mechanism fails to effectively trace to the ultimate individual controlling the enterprise, and therefore impairing the system of monitoring, preventing and combating money laundering, tax evasion or terrorist financing. Secondly, in respect of criteria for identification of a BO: An individual qualifies as a BO when he/she meets either: criterion (1) Have actual ownership of the enterprise's capital; OR criterion (2) Have control over that enterprise. Regarding criterion (1), as described in the diagram, capital ownership can be established through the form of "direct ownership" - i.e. individuals who are listed as members or shareholders of an enterprise and own the Prescribed Ratio in that enterprise, OR through the form of "indirect ownership" - i.e. individuals who own capital at the Prescribed Ratio in an enterprise THROUGH ANOTHER ENTITY. Concerning the "Prescribed Ratio" - from 25% of the charter capital or total voting shares, this is a threshold widely applied in many countries globally. According to a survey, 39 out of 63 countries (including 55 United Nations members and ASEAN countries) currently apply this ratio. Several countries implement a lower threshold, such as Colombia, the Philippines and Myanmar choosing a level as low as 5% to enhance control over BOs. In Vietnam, the Prescribed Ratio has actually been recognized since 2019 under Decree 87/2019 on anti-money laundering, and it remains in effect as outlined in Decree 19/2023, which elaborates on a number of articles of the Anti-Money Laundering Law 2022. Regarding the form of “indirect ownership” through another entity, the entity serves as a member/shareholder of the enterprise, while the individual is a member/or shareholder of that entity. For criterion (2), as the diagram indicates, an individual is deemed to have control over an enterprise if they possess the ability to vote for or against at least one of the Material Matters of the enterprise, even if their status is limited to that of a member or shareholder with a capital contribution or shares lower than the Prescribed Ratio. Control over an enterprise often arises from provisions in “shareholders’ agreements” or “members’ agreements”, in which a certain member or shareholder holds only a minority capital ratio yet retain the ability to influence decisions on the Material Matters of the enterprise, due to the binding terms of such agreements. Categorizing BOs and illustrative scenarios: understanding for accurate declaration compliance Individuals who “directly own” the Prescribed Ratio according to criterion (1), or who have control over an enterprise according to criterion (2), are categorized as Direct BOs. Meanwhile individuals who “indirectly own” the Prescribed Ratio according to criterion (1) are categorized as Indirect BOs. This way of categorization facilitates enterprises to fulfill the obligations for declaring and providing information of BOs to the provincial business registration agency, as presented below. To make it easier to understand, let's analyze the following scenarios: The following 03 scenarios will be analyzed in relation to BOs of joint stock companies ("JSC") and limited liability companies ("LLC"). In each scenario, you can visualize how to identify the actual BO and then refer to the corresponding declaration obligations stipulated by law: No. Company Shareholder/Member BO Grounds for identification Direct BOs Indirect BOs   1.        JSC 1   03 shareholders:   Individual A1: 20% Individual B1: 25% Company C1: 55%   C1 is a one-member LLC owned by Individual X1   B1 X1   B1 is a Direct BO because he is an individual/shareholder who owns 25% of the charter capital/total voting shares (Prescribed Ratio) of JSC 1.     C1 is not a BO because C1 is not an individual. So we must identify the individual owning C1, in this case X1.   X1 is an Indirect BO because X1 through C1 indirectly owns 55% (100 x 55%) of the charter capital/total voting shares of JSC 1 – meeting the Prescribed Ratio.   2.        JSC 2 03 shareholders:   Individual A2: 20% Individual B2: 25% Company C2: 55%   A2 has a shareholders’ agreement with B2 and C2, stipulating that any amendment/supplement to the charter or the reorganization/dissolution of JSC 2 can only be approved by the shareholders representing at least 65% of the total votes of all shareholders attending the meeting AND WITH A VOTE OF APPROVAL FROM A2.   C2 is a LLC with 02 members, including X2 and Y2, with the capital ownership ratio being 80% and 20% respectively.   A2 B2 X2  B2 is a Direct BO, similar to the explanation for B1.     A2 is a Direct BO because A2 is an individual/shareholder who can exercise control over a number of Material Matters of JSC 2 (including amendment/supplement to the charter)     X2 is an Indirect BO, similar to the explanation for X1. Accordingly, X2 through C2 holds 44% (80x55%) of the charter capital/total voting shares of JSC 2 – meeting the Prescribed Ratio.   3.        LLC 1 The one-member LLC is owned by Company C3. (C3 is a one-member LLC owned by Individual X3) None X3  C3 is the sole owner of LLC 1, but is not a BO because C3 is not an individual.    X3 is an Indirect BO, similar to the explanation for X1. X3 through C3 holds 100% of the charter capital/total voting shares of LLC 1 - meeting the Prescribed Ratio.   So, what should enterprises do next? Basically, depending on the form of the BO, the enterprise will have corresponding obligations. Specifically: Subjects performing obligations Obligations regarding BO information Direct BO Indirect BO LLC    Declare and notify the INFORMATION ABOUT Direct BO to the provincial business registration authority.   Declaration time: At the time of establishment of the enterprise and when there is a change in BO information or declared ownership ratio.    Keep the List of declared beneficial owners of the enterprise, notify the provincial business registration authority in the form of paper documents or electronic documents.     Partnership     JSC     Declare and notify the INFORMATION TO DETERMINE Indirect BO   Declaration time: At the time of establishment of the enterprise and when there is a change in the declared information     Keep the List of declared beneficial owners of the enterprise, notify the provincial business registration Authority in the form of paper documents or electronic documents.   Note: For enterprises established before July 1, 2025, the addition of information on the enterprise's BO (if any), information to determine the enterprise's BO (if any) is carried out[1]:     at the same time as the enterprise carries out the procedure for registering changes to the enterprise registration content, notifying the most recent change to the enterprise registration content, or     at an earlier time as requested by the enterprise.   As stated in the table above, JSCs have an additional obligation to declare “information to determine” Indirect BO instead of directly declaring the identities of these individuals. This represents a distinctive aspect of the Vietnamese legal system in contrast to international practices, as illustrated by the following two points: First, rather than mandating that enterprises identify and disclose the identities of Indirect BO themselves, the existing enterprise legislation only requires enterprises (specifically only requiring JSCs) to declare “information related” to Indirect BO to assist authority in identifying these individuals. This related information pertains to be “organizational shareholders” of a JSC, specifically when such shareholders possess a captial stake that reaches the Prescribed Ratio threshold in that JSC. The process of gathering information regarding “organizational shareholders” of a JSC serve as a foundational data source, assisting the authorities gradually clarify the identity of the individuals behind - the Indirect BO of the JSC. Second, the obligation to declare information to determine the Indirect BO is applicable sole to JSCs, excluding LLCs or partnerships. This issue may stem from the current enterprise registration data system’s lack of a mechanism to store complete information regarding all shareholders of a JSC - except for founding shareholders and shareholders who are foreign investors . Meanwhile, the system has effectively managed information on members of LLCs and general partners of partnerships, including information at the time of establishment and changes throughout the operation process . All information about shareholders of a JSC, on the other hand, is exclusively recorded in the shareholder register, which is a record maintained and preserved by the JSC itself , from its establishment until each change. This information will remain unchanged at the business registration agency (except for information about founding shareholders and shareholders who are foreign investors). The reduction in the scope of subjects and types of information required for declaration related to Indirect BO at this initial phrase represents a reasonable adjustment by the legislator, aiming to balance the demands of transparency and the ability to implement in practice of the enterprise. Thus, based on the above provisions, JSC 1, JSC 2 and LLC 1 in the illustrative situations will have to fulfill the following declaration obligations: Enterprise Direct BO Indirect BO JSC 1 Declare and notify information about B1   Declare and notify information about C1, including organization name, enterprise code/establishment decision number, date of issue, place of issue, head office address, ownership ratio of total voting shares in JSC 1   JSC 2 Declare and notify information about A2 and B2   Declare and notify information about C2 similarly to JSC 1   LLC 1   Challenges arising from Nominee Arrangements: A Loophole in BO Transparency? Despite advancement in the law, the concept of “nominee arrangements” – a type of “disguised” investment – remains to pose significant challenges in identifying the actual BO. Accordingly, a domestic individual or organization may act on behalf of a foreign investor to establish an enterprise and be recorded as a shareholder or capital contributor, while all actual control, benefits and decision-making rights are retained by the foreign investor. Consequently, even when enterprises declare members and shareholders of companies to identify the actual BO, the concealed investors may still exist without being disclosed and there is currently no effective mechanism to detect or control such arrangements. This issue reflects complexities within the market, especially those involving property ownership and intricate investment structures that currently fall outside the direct purview of enterprise laws. Therefore, in the immediate future, the enterprise laws only require declaration of basic information, aiming to ensure initial compliance to international commitments. Conclusion and prospects The official incorporation of the concept of BOs and obligation to declare BOs into Vietnam’s enterprise legal framework marks a significant milestone in enhancing transparency in corporate ownership, corporate governance, and anti-money laundering efforts. To ensure full compliance with new regulations and mitigate potential legal risks, enterprises should proactively review their organizational structure, clearly identify their BOs, and promptly update information with the business registration authority. Such declarations serve as a foundation for the authority to progressively establish a more comprehensive and coordinated monitoring data system in the near future, contributing to the enhancement of Vietnam's investment environment reputation on the international arena.