DNA Vietnam LLC > HANOI, Vietnam > Firm Profile

DNA Vietnam LLC > Firm Profile

DNA is a boutique corporate law firm offering legal services in various areas of law relating to the foreign investment and the operation of business entities in Vietnam.

Our areas of practice consist of corporate, M&A, TMT, commerce and banking and finance. We serve clients in a wide range of industries including retail, manufacturing, food and beverage, financial services, technology, energy and infrastructure development. DNA is founded by Mr Thanh Son Dang and Mr Chi Lieu Dang, two former partners of a leading global law firm.

Our vibrant and friendly atmosphere helps strengthen our client relationships. We follow a client-driven and industry-focused approach in order to maximize the interests of our clients.

DNA lawyers combine law firm expertise with in-house experience. Both of our founding partners were in-house counsels for conglomerates in Vietnam before pursuing their legal work at a well-known international law firm. Our lawyers have a global outlook, deep local knowledge, and practical experience which allows them to work on numerous complex regulatory issues and cross-border transactions.

We aim to provide our clients with legal strategies that fully reflect the larger public policy and governmental relationships which are often critical to a positive outcome.

DNA delivers exceptional services by understanding our clients’ need. We also apply alternative fee arrangements in order to provide our clients with creative solutions to their business problems – on time and on budget.

Our mission: Being a premier corporate law firm in Vietnam to provide superior legal services on a timely, effective, and efficient basis, and maintain the highest standards of professional integrity.

Our culture: At DNA, we are dedicated to, and believe, our employees are the heart and soul of the firm. DNA’s culture inspires employees to define and pursue their definition of success. We encourage employees to be highly responsive with proactive and innovative strategies. We value a team-work spirit, dedication, innovation, and mutual respect.

We make a strong commitment to our communities and encourage our lawyers to not only be good stewards of the law, but also of their communities.

We recognize and value the importance of a healthy work-life balance and expect all of our lawyers to have time to devote to their families, community service and personal interests. We promote a work-life balance by applying flexible, agile work arrangements, and the application of advanced technologies and solutions in our firm.

Spotlights

DNA Vietnam LLC (“DNA”)

DNA Vietnam LLC (“DNA”) is a boutique corporate law firm that provides legal services across various areas of law related to foreign investment and the operation of business entities in Vietnam.

Our practice areas include Corporate, M&A, TMT, Commerce, and Banking & Finance. We serve clients in a wide range of industries, including retail, manufacturing, financial services, technology, energy, and infrastructure development.

DNA was founded by Mr. Thanh Son Dang and Mr. Chi Lieu Dang, both former partners of a leading international law firm in Vietnam. Our DNA lawyers combine law firm expertise with in-house experience. Both founding partners previously served as in-house counsels for conglomerates in Vietnam before transitioning to their legal work at a well-known international law firm. With a global outlook, deep local knowledge, and practical experience, our lawyers adeptly handle complex regulatory issues and cross-border transactions.

The M&A team at DNA comprises experienced transactional lawyers who specialize in navigating the intricacies of M&A transactions. We collaborate closely with our clients at every stage of the process, from pre-transaction preparation and deal structuring (to maximize value and minimize risk) through due diligence, drafting and negotiating definitive agreements, and finally to closing and post-closing advice. Leveraging our robust expertise in corporate and licensing matters, we are committed to assisting our clients in obtaining necessary approvals from local authorities, ensuring a seamless completion of their deals.

The transactional experience and substantive legal knowledge of DNA lawyers have enabled us to represent a diverse array of public and private companies, private equity firms, investment banks, and other institutions and individuals across almost every type of M&A situation. Regardless of the size of the transaction or categories (sell-side or buy-side M&A deals), DNA lawyers always bring a practical approach, creativity and commitment to excellence to each matter in which we are engaged.

Legal Developments

LICENSING PROCEDURES IN M&A TRANSACTIONS IN VIETNAM

2nd February 2024 I. Introduction The closing process of an M&A transaction in Vietnam often involves a series of licensing procedures to give effect to the outcomes of the transaction.

KEY LICENSING REQUIREMENTS FOR INVESTMENT ACTIVITIES UNDER THE LAW ON INVESTMENT 2020 OF VIETNAM

11th January 2023

Investors Licensing requirements	100% Vietnamese domestic investors	Investors being FIE >50% [i]	Investors being FIE ≤ 50% [ii]	Foreign investors
1.       Investment licensing requirements for new investment projects (green-field investment)
IPD [iii]	Mandatory if an investment project falls under cases provided in Articles 30, 31, and 32 of the Law on Investment 2020 [iv]
IRC [v]	Optional [vi]	Mandatory [vii]	Optional [viii]	Mandatory [ix]
ERC [x]	Mandatory if the new investment project is associated with the establishment of a project company	Mandatory if the new investment project is associated with the establishment of a project company	Mandatory if the new investment project is associated with the establishment of a project company	Mandatory if the new investment project is associated with the establishment of a project company
Project specific permits	Specific permits may be required depending on the business lines of the project company	Specific permits may be required depending on the business lines of the project company	Specific permits may be required depending on the business lines of the project company	Specific permits may be required depending on the business lines of the project company
2.       Investment licensing requirements for M&A transactions (including share/capital acquisition and share subscription/capital contribution)
2.1.   Acquisition of > 50% of interests at the target company [xi]
M&A Approval [xii]	Not required	Mandatory [xiii]	Not required	Mandatory [xiv]
Amendments to existing permits set out in Section 1	May be required subject to the changes to the target company’s corporate information and to the project’s specific information	May be required subject to the changes to the target company’s corporate information and to the project’s specific information	May be required subject to the changes to the target company’s corporate information and to the project’s specific information	May be required subject to the changes to the target company’s corporate information and to the project’s specific information
2.2.   To acquire ≤ 50% of interests at the target company [xv]
M&A Approval	Not required	Must obtain if: (i)     the acquisition leads to an increase in the foreign ownership in the target company having business lines subject to market restrictions for foreign investors, [xvi] or (ii)   the project of the target company involved in land use in sensitive areas [xvii]	Not required	Must obtain if: (i)      the acquisition leads to an increase in the foreign ownership in the target company having business lines subject to market restrictions for foreign investors, or (ii)    the project of the target company involved in the use of land in certain sensitive areas
Amendments to existing permits set out in Section 1	May be required subject to changes to the target company’s corporate information and to the project’s specific information	May be required subject to changes to the target company’s corporate information and to the project’s specific information	May be required subject to changes to the target company’s corporate information and to the project’s specific information	May be required subject to changes to the target company’s corporate information and to the project’s specific information

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Please contact us if you are interested in discussing any issues relating to the relevant licensing requirements for investment projects in Vietnam.

CONTACT:
Dang Thanh Son Managing Partner Phone: (+84) 24 32018003 Ext. 104 Mobile: (+84) 98 449 9888 Email: son.dang@dnalaw.com.vn	Dang Chi Lieu Partner Phone: (+84) 24 32018003 Ext. 108 Mobile: (+84) 91 218 6838 Email: lieu.dang@dnalaw.com.vn

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[i] “FIE >50%” means a foreign invested enterprise which has more than 50% of its charter capital held by foreign shareholders. Under Article 23.1(a) of the Law on Enterprises 2020, an investor being FIE >50% is treated similar to a foreign investor. [ii] “FIE ≤50%” means a foreign invested enterprise which has up to 50% of its charter capital held by foreign shareholders. Under Article 23.1(b) of the Law on Enterprises 2020, an investor being FIE ≤50% is treated similar to a Vietnamese local investor. [iii] “IPD” means Investment Policy Decision (in Vietnamese, ‘chấp thuận chủ trương đầu tư’). It is an approval issued by the pertinent licensing authorities regarding the objectives, location, scale, schedule and duration of a project; investor or form of selection of investor and special mechanisms or special policies (if any) to execute an investment project. [iv] These are generally projects involving certain sensitive businesses, projects using land, and projects required special treatments. [v]  “IRC” means Investment Registration Certificate (in Vietnamese, ‘giấy chứng nhận đăng ký đầu tư’). It is a document issued by the pertinent licensing authorities bearing information registered by an investor about an investment project. As a matter of practice, other than the addition of a project code, it generally has similar contents to the IPD. [vi] Articles 37.2(a) and 37.4 of the Law on Investment 2020. [vii] Articles 37.1(b) and Article 23.1 of the Law on Investment 2020. [viii] Articles 37.2(b) and 37.4 of the Law on Investment 2020. [ix] Article 37.1(a) of the Law on Investment 2020. [x] “ERC” means Enterprise Registration Certificate (in Vietnamese, ‘giấy chứng nhận đăng ký doanh nghiệp’). It is a document issued by the pertinent business registration authorities bearing enterprise registration information provided for an enterprise. It is treated similarly as the certificate of incorporation of a company in other countries. [xi] This captures an acquisition that leads to an increase in the foreign ownership in the target company (i) from 50% or below to more than 50% or (ii) from above 50% up to 100%. [xii] M&A approval is the process in which a foreign investor will register with the local Department of Planning and Investment its capital contribution or share acquisition at an enterprise (in Vietnamese, ‘thủ tục đăng ký góp vốn, mua cổ phần, mua phần vốn góp của tổ chức kinh tế’). The underlying M&A transaction may only be completed after the this process is completed and an approval has been issued confirmation. [xiii] Article 26.2(b) of the Law on Investment 2020. [xiv] Article 26.2(b) of the Law on Investment 2020. [xv] This captures an acquisition that does not lead to an increase in the foreign ownership in the target company (i) from 50% or below to more than 50% or (ii) from above 50% up to 100%. [xvi] Article 26.2(a) of the Law on Investment 2020. [xvii] Under Article 26.2(c) of the Law on Investment 2020, this captures cases where the target company has land use rights certificate to use land on (i) an island, (ii) border area, (iii) commune area, or (iv) in another area that affects national defense and security.

SUMMARY OF KEY LEGAL REQUIREMENTS FOR PROJECTS USING SPECIAL LOCATIONS IN VIETNAM

13th October 2022

NO	SPECIAL LOCATIONS	RELEVANT LEGAL DOCUMENTS	RELEVANT DEFINITIONS	RELEVANT REQUIREMENTS
1	Projects using land on islands or in a border, coastal communes, wards, or townships	Law on Investment   Decree 43/2014/NĐ-CP   Decree 34/2014/ND-CP	N/A	-          M&A Approval for foreign investors regarding capital contribution or purchase of shares in companies having land use right in island, border, coastal commune, or area that affects national defense and security. -          Notification on implementation of project to competent authority within 03 working days before the commencement of project (applicable to land border area). -          Notification on the list of people, vehicles, duration, and scope of activities to competent authority within 03 working days before the commencement of survey, engineering, construction and implementation of projects or works (applicable to land border area).
2	Projects on coastal area protection corridors	Law on Natural Resources and Environment of Sea and Islands	Coastal area protection corridor is a littoral strip established in the areas in need of protection to maintain service value of the ecosystem and natural landscape in littoral zones, maximize coastal landslides, cope with climate change and rising sea, ensuring people’s rights to access to the sea.	Approval issued by Prime Minister for land reclamation and the exploration of minerals, and oil and gas.
				Investment Policy Decision issued by competent authority for new constructions and expansion of construction works.
3	Projects in sea areas	Decree 11/2021/NĐ-CP	N/A	Decision issued by competent authority on allocation of sea area.
4	Projects within the protected zone of irrigation project	Law on Irrigation   Decree 67/2018/NĐ-CP	The protected zone of irrigation project covers main facilities and proximity thereto.	A license for activities carried out within the protected zone of irrigation project issued by the Ministry of Agriculture and Rural Development or Provincial People’s Committee.
5	Projects within the protected zone of dams and reservoirs	Decree 114/2018/NĐ-CP	Protected zone of dams and reservoirs covers main works and vicinity thereof.	License for carrying out activities, such as cutting, sawing dikes for work construction within the protected zone of dams and reservoirs issued by Ministry of Industry and Trade or Provincial People’s Committee.
6	Projects that have dike-related activities	Law on Dykes	The dike protection scope covers dikes, dike embankments, dike culverts, supporting facilities, and dike protection corridors.	Permits for dike-related activities issued by Provincial People’s Committee.
7	Projects using  river stretches where there are no construction works	Law on Dykes	River stretches mean land areas stretching from the outer edge of the dike protection corridor to river banks.	-          Approval for the construction of works under investment projects by the Prime Minister. -          Permits for construction activities granted by provincial-level People's Committees.
8	Projects having essential works within land areas reserved for roads	Decree 11/2010/NĐ-CP   Circular 50/2015/TT-BGTVT	Essential works include: (i)         Every work for national defense and security; (ii)       Every work required sophisticated engineering techniques.	-          Construction permits issued by Ministry of Transport or provincial-level People's Committee; -          Approval for construction of essential works issued by the Ministry of Transport, Directorate for Roads of Vietnam, and Road Management Department and Service of Transport.
9	Projects using railway land for the construction of essential works	Circular 25/2018/TT-BGTVT	Essential works include: (i)         Works for national defense and security; (ii)       Traffic works; (iii)      Irrigation works (iv)       Energy works; (v)       Technical infrastructure works.	Licenses for the construction of essential works within the land reserved for national railways by Viet Nam Railway Authority.
				Licenses for the construction of essential works within the land area reserved for urban railway by competent authority.
10	Projects in national mineral reserve areas	Decree 51/2021/NĐ-CP	National mineral reserves areas include: (i)         Areas with minerals that should be reserved for sustainable socio-economic development; (ii)       Areas with minerals that cannot be effectively exploited yet for lack of conditions or which can be exploited but remedies for adverse environmental impacts are unavailable.	-          The dossier for approval of Investment Decision Policy must include assessment of the impact on mineral resources, deposits and quality in national mineral reserves; -          The Prefeasibility Study Report or Investment Project Proposal must include solutions for protection of minerals requiring reservation.
11	Projects using paddy land, land for protection forests, land for special-use forests	Land Law	N/A	-          Written approval for the change of land use purpose of the paddy land by the Prime Minister (with area of 10 ha or more for paddy land, and 20 ha or more for protection forests, special-use forests); or   -          Resolution of the provincial-level People’s Council for change of land use purpose (with area less than 10 ha for paddy land, and area less than 20 ha for protection forests, special-use forests).
12	Projects that are assigned forest or leased forests; land allocation, leased land for afforestation	Law on Forestry	N/A	Approval for sustainable forest management plan by Ministry of Agriculture and Rural Development.

Please contact us if you are interested in discussing any issues relating to the requirements on using special locations for investment projects in Vietnam.

SUMMARY OF REGULATIONS ON INDEPENDENT DIRECTORS AND NON-EXECUTIVE DIRECTORS

20th January 2022 * Note:  For the purposes of this guide, “Directors” means the members of the Board of Directors (also known as the Board of Management) of a Joint Stock Company established under Vietnamese law

SUMMARY OF REQUIREMENTS FOR THE PAYMENT PROCESS OF M&A TRANSACTIONS IN VIETNAM

20th January 2022 SUMMARY OF REQUIREMENTS FOR THE PAYMENT PROCESS OF M&A TRANSACTIONS IN VIETNAM