Respond:
Terms 2 Clause 282 Code of Civil Procedure stipulates:
Clause 282. Appeal result
2. The first-instance courts' judgments/decisions or parts thereof which are not appealed against shall take legal effect as from the day on which the appeal time limit expires.
Accordingly, first-instance courts’ judgments or judgments that are not appealed will come into effect when the appeal time limit expires.
According to Terms 1 Clause 273, the appeal timeline is 15 working days, counting from the date of announcing judgments. If a party, representative of an agent, organization, or individual is not present at the court day or is not present when announcing judgment without reasonable explanation, then the appeal timeline will start from the date they receive the judgment or when the judgment is published.
Article 273. The time limit for an appeal
1. The time limit for an appeal against the first-instance court's judgment is 15 days from the date of judgment pronouncement; for the involved parties or representatives of agencies/organizations/individuals initiating lawsuits being absent from the Court sessions or absent when the Court pronounces the judgment with good and sufficient reason, the time limit for an appeal shall be counted from the date the judgment is handed to them or publicly posted up.
The next appeal timeline will be stipulated following Clause 280, which is 1 month (when the procuracy receives the judgment.
Article 280. The time limit for an appeal
1. The time limit for appealing against a first-instance court's judgment shall be 15 days for the procuracy of the same level and 1 month for the immediate superior procuracy, counting from the date of judgment pronouncement. In cases where the procurators do not attend the Court sessions, the appeal time limit shall be counted from the day the procuracy of the same level receives the judgment.
2. The time limit for appealing against the first-instance court's decision on suspension or termination of the resolution of the case shall be 07 days for procuracy of the same level and 10 days for immediate superior procuracy, counting from the day on which the procuracy of the same level receives such decision.
When there is an appeal submitted, the court will hold a appellate trial panel according to Term 6 Clause 313, and then appellate judgments shall take effect from the date they are pronounced
Article 313. Appellate Court judgments
6. The appellate judgments shall take effect from the date they are pronounced.

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Respond:
Article 74 of the Civil Code Procedure 2015 stipulates the following:
Article 74. Inheritance of procedural rights and obligations.
1. Where the involved parties, being individuals, die while participating in the procedures and their property rights and obligations are inherited, their heirs shall participate in the procedures.
Following this article, it can be interpreted as Where the involved parties, being individuals, die while participating in the procedures, and their property rights and obligations are inherited, their heirs shall participate in the procedures.
To determine the inheritance, according to the Civil Code 2015, there will be 2 cases:
Inherit via will: If the deceased individual has will then the inheritance will be determined as the will (which includes the duty of participating the court)
Inherit via law: If the deceased individual does not have will, or the will has been invalid, or the inheritance listed in the will refuses to inherit. According to Article 651 Civil Code 2015, the inheritance level will be determined as follow:

Article 651. Heirs at law
1. Heirs at law are categorized in the following order of priority:
a) The first level of heirs comprises: spouses, biological parents, adoptive parents, offspring, and adopted children of the deceased;
b) The second level of heirs comprises grandparents and siblings of the deceased; and biological grandchildren of the deceased;
c) The third level of heirs comprises biological great-grandparents of the deceased, biological uncles and aunts of the deceased, and biological nephews and nieces of the deceased.
2. Heirs at the same level shall be entitled to equal estate shares.
3. Heirs at a lower level shall be entitled to inherit where there are no heirs at a higher level because such heirs have died or because they are not entitled to inherit, have been deprived of the right to inherit, or have disclaimed the right to inherit.
Accordingly, we need to determine the first level of inheritance and equally distribute the asset for the listed inheritance. If no individual is listed in the first level then we need to determine the second level of inheritance. If there is no individual listed in the third level of inheritance to distribute the asset (also relevant duty).

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Respond:
For changing partners in Limited Liability Company with more than 2 members usually falls into 2 categories:
1. Adding new partners: The application shall follow Clause 1 Article 52 Decision 01/2021/ND-CP
1. In case of admission of new members, which leads to an increase in the company’s charter capital, the company shall send an application for changes to enterprise registration information to the Business Registration Office of the province where it is headquartered. The application includes the following documents:
a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
b) The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;
c) The resolution or decision and copy of minutes of meeting of the Board of Members on admission of new members;
d) Certifications of new members’ capital contribution;
dd) Copies of legal documents of new members that are individuals, or copies of legal documents of new members that are organizations and copies of legal documents of their authorized representatives, and letters of appointment of authorized representatives.
If a member is a foreign organization, copies of legal documents of that organization must be legalized;
e) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed by the Law on Investment.
2. Changing partner: The application shall follow Clause 2 Article 52 Decision 01/2021/ND-CP
Article 52. Registration of change of members of a multi-member limited liability company
2. In case of a change of members due to the transfer of stakes, the application for changes to enterprise registration information must include the following documents:
a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
b) The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;
c) A transfer contract or documents proving completion of the transfer;
d) Copies of legal documents of new members that are individuals, or copies of legal documents of new members that are organizations and copies of legal documents of their authorized representatives and letters of appointment of authorized representatives.
If a member is a foreign organization, copies of legal documents of that organization must be legalized;
dd) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed by the Law on Investment,
Notification to change partner will follow Annex II-1 issued attached with Circular 01/2021/TT-BKHĐT.

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Response:
About transferring enterprise legal entity, according to Clause 2 Article 202 about Law on Enterprise 2020:
2. A limited liability company can be converted into a joint stock company:
a) without raising additional capital from other organizations and individuals or selling stakes;
b) by raising additional capital from other organizations and individuals;
c) by selling all or part of the stakes to one or some organizations and individuals; or
d) combining the methods specified in Points a, b and c of this Clause and other methods.

Accordingly, it is eligible for owners to change legal entities from Limited Liability Company to joint stock company without raising capital from other organizations, individuals, or selling the capital contribution to other organizations, individuals.
However, clients need to consider that according to Law on Enterprise 2014 the minimum shareholders in a joint stock company is 03 and no maximum limitation. Therefore, if the company do not meet the requirements (only with 2 shareholders), then it is not eligible to transfer enterprise legal entity
Besides, Enterprise must register with Enterprise Registration offices about legal entity transferring within the timeline of 10 working days, counting from the date of conducting the transferring.
After transferring, the transferred enterprise will inherit all legal rights and benefits and be liable for all debt, including tax debt, labor contract, and other original duties.
Transferring application follows Clause 4 Article 26 Decision 01/2021/NĐ-CP.
Notification about the transfer follows the Annex attached with Circular 01/2021/TT-BKHĐT.

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Respond:
About licensing tax follows the current regulation at Term 1 Clause 10 Decision 126/2020/NĐ-CP :
Article 10. Deadlines for submission of declarations of land-related amounts, licensing fees, registration fees, fees for grant of rights, and other amount payables prescribed by regulations of law on management and use of public property
1. Licensing fees
a) New businesses (except household and individual businesses), including medium and small enterprises converted from household businesses) and existing businesses that establish new dependent units or business locations shall submit the licensing fee declaration by January 30 of the year preceding the establishment or inauguration year.
About licensing tax timeline then at Term 9 Article 18 Decision 126/2020/NĐ-CP
Article 18. Deadlines for payment of tax-related amounts, fees for grant of right to the extraction of water resources and minerals, fees for grant of sea area usage, registration fees, and licensing fees
9. licensing fee:
a) Licensing fee shall be paid annually by the 30th of January.
About the level of licensing fees, please follow Term 1, 4 Decree 139/2016/NĐ-CP as follow:
Article 4. Rate of licensing fees
1. The rate of licensing fees for the organizations having the production and business of goods and services is as follows:
a) The organizations with charter capital and investment capital over 10 billion dong: 3,000,000 dong/year;
b) The organizations with charter capital and investment capital of less than 10 billion dong: 2,000,000 dong/year;
c) The branches, representative offices, business locations, public service providers and other business organizations: 1,000,000 dong/year;
The rate of licensing fees for the organizations specified under Points a and b of this Paragraph is based on the charter capital written in the certificate of business registration or on the investment capital written in the certificate of investment registration in case of no charter capital.
4. If the organizations specified under Points a and b, Paragraph 1 of this Article change their charter capital or investment capital, the ground for determining the rate of licensing fees is their charter capital or investment capital of the year preceding the year of calculation of licensing fees.
Accordingly, if an enterprise's wish to change capital (increase capital) led to the changes in licensing tax, then is it compulsory to submit the licensing tax declaration (as well as the new level licensing tax), the last day would be 30/01 preceding year.

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Respond:
Term 1 Article 168 Labour Code 2019 stipulated social insurance, health insurance, and unemployment insurance of employees and employer:
Article 168. Participation in social insurance, health insurance, and unemployment insurance
1. Employers and employees shall participate in compulsory social insurance, compulsory health insurance, and unemployment insurance and enjoy the benefits by provisions of the law on social insurance, health insurance, and unemployment insurance.
Employers and employees are encouraged to obtain other kinds of insurance for employees.
Accordingly, by law, insurance participation is compulsory; employees and employers do not have the “option” to participate or not participate.
If the enterprise does not participate in compulsory insurance, then the company (and employee - if it is proven that there has been a negotiation not to participate in social insurance) then the enterprise will be liable to an administrative penalty stipulate on Decress 12/2022/NĐ-CP dated 17 January 2022 (depend on the scale of violation):
Article 39. Violations against regulations on payment of compulsory social insurance and unemployment insurance premiums
1. A fine ranging from VND 500.000 to VND 1.000.000 shall be imposed upon an employee for reaching an agreement with his/her employer on not participating in compulsory social insurance and unemployment insurance premiums, or participating in an incorrect insurance plan, or not paying insurance premiums at the prescribed rate.
5. A fine equal to 12% to under 15% of the total amount of compulsory social insurance and unemployment insurance premiums payable at the date of issuance of violation record, but not exceeding VND 75.000.000 shall be imposed upon an employer for the commission of one of the following violations:
a) Making late payment of compulsory social insurance and unemployment insurance premiums;
b) Paying social insurance and unemployment insurance premiums under the prescribed rates but not to the extent that they are accused of evasion of payment of insurance premiums;
c) Failing to pay social insurance and unemployment insurance premiums for the total number of employees eligible for participation in compulsory social insurance and unemployment insurance but not to the extent that they are accused of evasion of payment of insurance premiums;
d) Appropriating social insurance and unemployment insurance premiums paid by employees.
6. A fine equal to 18% to 20% of the total amount of compulsory social insurance and unemployment insurance premiums payable at the date of issuance of violation record, but not exceeding VND 75.000.000 shall be imposed upon an employer for failing to pay compulsory social insurance and unemployment insurance premiums for the total number of employees eligible for participation in compulsory social insurance and unemployment insurance, if not liable to criminal prosecution.
7. A fine ranging from VND 50.000.000 to VND 75.000.000 shall be imposed upon an employer for the commission of one of the following violations:
a) Evading paying compulsory social insurance and unemployment insurance premiums if not liable to criminal prosecution;
b) Altering or falsifying any documents included in the application for the lower-than-normal rate of contributions to the occupational accident and occupational disease insurance fund, if not liable to criminal prosecution.
The above penalty applies to individuals; the penalty for the organization is twice that for the individual.
Besides the administrative penalty, enterprises and employees must participate in other social insurance by law.

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Respond:
According to Article 94 of the Labour Code 2019, the company must pay salaries on time for employees:
Article 94. Salary payment rules
1. Employers shall directly, fully, and punctually pay salaries to their employees. When an employee cannot directly receive his/her salary, the employer may pay it through a person legally authorized by the employee.
2. Employers must not restrict or interfere with their employees’ spending of their salaries; must not force their employees to spend their salaries on goods or services of the employers or any particular providers decided by the employers.
In some situations, enterprise (if the enterprise has tried all possible remedies but still cannot pay salary on time) then, the enterprise can delay the salary payment but can not exceed 30 days, and the enterprise must pay interest if the delay is more than 15 working days:
Article 97. Salary payment time
4. In case of a force majeure event in which the employer cannot pay the employee on schedule after all remedial measures have been implemented, the salary shall be paid within 30 days. If a salary is paid at least 15 days behind schedule, the employer shall pay the employee compensation worth at least the interest on the amount paid behind schedule at the latest 1-month interest rate quoted by the bank at which the employee’s salary account is opened.
It has already been the timeline, but the company still has not paid the salary, and the Employee has already filed a complaint to company leaders, but it remains unsolved, then according to Article 15 Decree 24/2018/NĐ-CP, the employee can submit the complaint to Labour Investigation of Department of Labor, War Invalids and Social Affairs for settlement.
Article 15. Authority to handle complaints related to labor, occupational safety, and hygiene
1. Employers shall have the power to handle complaints for the first time about complaints against their decisions on or acts of labor or occupational safety and hygiene.
2. The Chief Inspector of the Department of Labour, War Invalids and Social Affairs of the province where the employer’s head office is located shall have the power to handle complaints related to labor or occupational safety and hygiene for the second time in case the complainant disagrees with the first-time complaint handling decision as regulated in Article 23 or over the time limit prescribed in Article 20, the complaint remains unhandled.
3. The authority to handle complaints about occupational accident investigation shall follow provisions outlined in Article 17 of the Government’s Decree No. 39/2016/ND-CP dated May 15, 2016.
Besides, the employee can file a complaint to the court about the payment delay (but the case must go through medication with the labor mediator first)

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Respond:
Articles 24 and 25 in the Labour Code 2019 stipulate as follows:
Article 24. Probation
1. An employer and an employee may include the contents of the probation in the employment contract or enter into a separate probation contract.
2. The probation contract must include the probation period and the contents specified in Points a, b, c, dd, g, and h Clause 1 Article 21 of this Code.
3. Probation is not allowed if the employee works under an employment contract for less than 01 month.
Article 25. Probationary period
The probationary period shall be negotiated by the parties based on the nature and complexity of the job. Only one probationary period is allowed for a job, and the probation shall not exceed the following:
1. 180 days for the position of enterprise executive prescribed by the Law on Enterprises, the Law on Management and use of State Investment in Enterprises;
2. 60 days for positions that require a junior college degree or above;
3. 30 days for positions that require a secondary vocational certificate, professional secondary school; positions of or for technicians and skilled employees;
4. 06 working days for other jobs.
Accordingly, the company and the employee can only sign probation contracts once for one job position.
However, the law does not forbid one person to try many job positions with one company. After the first probation time, if both parties do not sign a labor contract for that position (for an unsuitable reason) and the employee wants to try another job position, then both parties shall sign another probation contract a second time to try out another job position.
According to Article 26 of the Labour Code, salary during labor time must equal 85% of the official salary.

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Respond:
About the Labour contract content, Article 21 of the Labour Code 2019, the employee’s scope of duty is the compulsory content in the labor contract:
Article 21. Contents of employment contracts
1. An employment contract shall have the following principal contents:
a) The employer’s name, address; full name and position of the person who concludes the contract on the employer’s side;
b) Full name, date of birth, gender, residence, identity card number, or passport number of the person who concludes the contract on the employee’s side;
c) The job and workplace;
d) Duration of the employment contract;
dd) Job- or position-based salary, a form of salary payment, the due date for payment of wages, allowances, and other additional payments;
e) Regimes for promotion and pay rise;
g) Working hours, rest periods;
h) Personal protective equipment for the employee;
i) Social insurance, health insurance, and unemployment insurance;
k) Basic training and advanced training, occupational skill development.
By law, Employees only need to do their scope of duty (with the exact location) written in the Labor contract (also in the Annex - should any)
However, a Labor Contract also allow the company to transfer an employee to another position which is different from a Labor contract in specific situations (and this has to be regulated in the company internal regulation):
Article 29. Reassignment of an employee against the employment contract
1. In the event of sudden difficulties such as natural disasters, fire, major epidemics, implementation of preventive and remedial measures for occupational accidents or diseases, electricity, and water supply failures, or for reasons of business and production demands, the employer may temporarily assign an employee to perform a work which is not prescribed in the employment contract for an accumulated period of up to 60 working days within 01 year, unless otherwise agreed in writing by the employee.
The employer shall specify in the internal labor regulations the cases in which the employer may temporarily reassign employees against the employment contracts.
2. In case of temporary reassignment of an employee specified in Clause 1 of this Article, the employer shall inform the employee at least 03 working days in advance, determine the reassignment period, and only assign works that are suitable for the employee’s health and gender.
3. The reassigned employee will receive the salary of the new work. If the new wage is lower than the previous salary, the previous salary shall be maintained for 30 working days. The new salary shall be at least 85% of the last salary and not smaller than the minimum wage.
4. If the employee refuses to be reassigned for more than 60 working days in 01 year and has to suspend the employment, he/she shall receive the suspension pay from the employer per Article 99 of this Labor Code.
By law, within some specific situations (for natural disasters or other situations regulated in company internal regulations), the Company shall have the right to transfer employees to a position different from the original Contract.
Obviously, companies have to comply with the notification procedure and inform the employee at least three working days. Employees can count the total time of transferring within one year; if it is beyond 60 days, then the employee shall have the right to refuse the transfer.
If the company still forces employee to work, then company shall be liable to a penalty stipulated at c, term 2, article 11 Decree 12/2022/NĐ-CP:
Article 11. Violations against regulations on the performance of employment contracts
2. A fine ranging from VND 3.000.000 to VND 7.000.000 shall be imposed upon an employer for the commission of one of the following violations:
...
c) Reassigning employees to perform works that are not specified in their employment contracts for improper reasons or incorrect periods or without written consent from employees as prescribed by law.
Remarks: This is the penalty level for individuals. For organizations, the penalty will be twice the individual level.

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Respond:
About unilaterally terminating labor contract, according to Article 36 of Labour Contract 2019:
Article 36. The right of an employer to unilaterally terminate the employment contract
1. An employer shall have the right to unilaterally terminate an employment contract in one of the following circumstances:
a) The employee repeatedly fails to perform his/her work according to the criteria for assessment of employees’ fulfillment of duties established by the employer. The criteria for evaluation of employees’ fulfillment of responsibilities shall be verified by the employer with consideration taken of opinions offered by the representative organization of employees (if any);
2. When unilaterally terminating the employment contract in any of the cases specified in Point a, b, c, dd, and g Clause 1 of this Article, the employer shall inform the employee in advance:
a) at least 45 days in case of an indefinite-term employment contract;
b) at least 30 days in case of an employment contract with a fixed term of 12 – 36 months;
c) at least 03 working days in the case of an employment contract with a fixed term of less than 12 months and in the cases stipulated in Point b Clause 1 of this Article;
d) The government shall specify the notice period in specific fields and jobs.
Therefore, if a company has enough evidence to prove that an employee has a high frequency of not completing the job, then the company has the right to terminate the Labour contract unilaterally. However, by law, the company must notify in advance (30 days or 45 days).
However, to prove that employees usually do not complete job tasks, companies must build criteria for job completion tasks as per the Labor Code.
This completion criterion is issued by the company, but the company must consult the Union first before officially giving. At the same time, the company must hold communication meetings with employees to collect information about the criteria before issuing (c term 2 Article 63 Labour Code 2019)
If there are no criteria ( or the criteria were not issued in a legal procedure), then there will be the base to determine employees who usually do not complete job positions so that the company shall have the right to terminate the labor contract unilaterally.

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Respond:
About compulsory insurance, it is regulate as follow:
Law on Social Insurance 2014
Article 85. Levels and methods of payment by employees covered by compulsory social insurance
4. An employee defined at Point a or b, Clause 1, Article 2 of this Law who signs labor contracts with many employers shall only pay social insurance premiums under Clause 1 of this Article for the first-signed labor contract.
Law on Employment 2013
Article 43. Compulsory participants in unemployment insurance
1. Workers are obliged to participate in unemployment insurance when working under labor contracts or working contracts below:
a/ Labor contracts or working contracts of indefinite time;
b/ Labor contracts or working contracts of definite time;
c/ Seasonal or job-based working contracts with a term of between full 3 months and under 12 months.
In case a worker has signed and is performing more than one labor contract specified in this Clause, the worker and the employer under the labor contract signed first shall participate in unemployment insurance.
Law on Health insurance 2008 (amend 2014)
Article 13. Health insurance premium rates and responsibilities to pay health insurance premiums
2. In case an insured concurrently belongs to different categories specified in Article 12 of this Law, he/she shall pay health insurance premiums like those in the first category which he/she belongs to in the order of priority defined in Article 12 of this Law.
In case a person defined in Clause 1, Article 12 of this Law has additionally one or several indefinite-term labor contracts or labor contracts of 3-month or longer term, he/she shall pay health insurance premium according to the contract with the highest salary or remuneration level.
Law on Ocupational Safety and Hygiene 2015
Article 43. Employees receiving the insurance benefits
2. If an employee concludes labor contracts with multiple employers, each employer shall pay insurance premiums for the labor contract concluded with the employee who is subject to compulsory social insurance. When an employee has an occupational accident or suffers from an occupational disease, he/she shall receive the insurance benefit as prescribed by the Government.
By law, if employee sign Labor Contract with multiple company then the compulsory insurance will follow the principles (employee can not choose company that will participate):

- Social Insurance, Private Insurance: The company in which the first contract is signed will participate.
- Health insurance: đ The company with the highest salary (however, in reality, Social Insurance accept for company that participate Health insurance pay for Social Insurance, Private Insurance)
-For vocational disease, labor accidents: all companies have to participate.

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Respond:
About signing Labor Contract, in Article 13, Article 13 in Labor Code 2019:
Article 13. Employment contract
1. An employment contract is an agreement between an employee and an employer on a paid job, salary, working conditions, and the rights and obligations of each party in the labor relations.
A document with a different name is also considered an employment contract if it contains the agreement on the paid job, salary, management and supervision of a party.
2. Before recruiting an employee, the employer shall enter into an employment contract with such employee.
Article 14. Forms of employment contract
1. An employment contract shall be concluded in writing and made into two copies, one of which will be kept by the employee, the other by the employer, except for the case specified in Clause 2 of this Article.
An employment contract in the form of electronic data conformable with electronic transaction laws shall have the same value as that of a physical contract.
2. Both parties may conclude an oral contract with a term of less than 01 month, except for the cases specified in Clause 2 Article 18, Point a Clause 1 Article 145 and Clause 1 Article 162 of this Labor Code.
By law, when accepting an Employee, both parties must sign a written Labor Contract (or by regulated e-signature). Only for a definite contract with less than 1 month (this does not apply for contract with house keeper, contract for individual who is under 15 years old, or contract with representative of labor group) can sign verbally.
For verbal contract (in some specific citation), company shall be liable to penalty as regulated in Term 1 Article 9 Decree 12/2022/NĐ-CP:
Article 9. Violations against regulations on conclusion of employment contracts
1. The following fines shall be imposed upon an employer for commission of one of the following violations: failing to enter into written employment contracts with employees who do jobs with a term of full 01 month or longer; failing to enter into a written employment contract with the authorized representative of the group of employees aged 18 or older to do seasonal works or certain jobs with a term of less than 12 months as prescribed in Clause 2 Article 18 of the Labour Code; failing to enter into the right type of employment contract with employees; entering into employment contracts that do not contain primary information as prescribed by law:
a) A fine ranging from VND 2.000.000 to VND 5.000.000 shall be imposed if the violation involves 01 - 10 employees;
b) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the violation involves 11 - 50 employees;
c) A fine ranging from VND 10.000.000 to VND 15.000.000 shall be imposed if the violation involves 51 - 100 employees;
d) A fine ranging from VND 15.000.000 to VND 20.000.000 shall be imposed if the violation involves 101 - 300 employees;
dd) A fine ranging from VND 20.00
Remarks: This is the penalty level for individuals. For organizations, the penalty will be twice the individual level.

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Respond:
According to the Law on Enterprise 2014, Charter capital is the total asset that is contributed or committed to contribute by company members, company owners when forming limited liability company, partnership company; is the total posted share that has been sold or registered to but when forming a joint stock company.
The majority of business majors do not have limitations about charter capital when registering. Charter Capital will be decided solely by company owners.
However, some specific business majors do have regulation for charter capital. Accordingly, company must have charter capital that is in compliance with the law in order to function normally. In this case, the charter capital will be decided by law
Đối với hoạt động kinh doanh bất động sản, quy định về vốn điều lệ trước đây được quy định tại Luật Kinh doanh bất động sản 2014 như sau: For real estate business, charter capital is regulated in Law on Real Estate 2014 as follows:
Article 10. Requirements in terms of organizations or individuals conducting real estate trading
1. Any organizations or individuals wishing to conduct real estate trading shall set up enterprises or cooperatives (hereinafter referred to as enterprises) and have legal capital not smaller than VND 20 billion, excluding cases prescribed in Clause 2 of this Article.

However, from 2021 onward, when Law on Investment 2020 comes into effect then this charter capital regulation will be abolished. For now, there is no charter capital regulation apply to real estate business.

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Respond::
Regarding accept land as mortgage (apply for entity who is not credit institution), according to Term 1 Article Decree 21/2021/NĐ-CP
Article 35. Accepting mortgage of individuals and business entities that are not credit institutions in form of land use right and assets attached to land belonging to households and individuals using land
Mortgage of individuals and business entities that are not credit institutions in form of land use right and assets attached to land belonging to households and individuals using land shall be accepted when all following conditions are met:
1. Mortgagees are business entities according to Land Law, individuals are Vietnamese nationals with full legal capacity;
2. Accepting mortgage as security for obligation fulfillment does not violate any prohibitions of the Civil Code and other relevant law provisions, and not contradict social morals in contract relationships relating to investment projects, construction projects, outsourcing projects, services and other transactions;
3. In case secured obligations include interest payment, interests that arise as a result of late payment, interest of principle of undue debt, interest of principle of due debt, interest of unpaid interest or other interests shall not exceed agreed limit of interest under Clause 2 Article 357, Clause 5 Article 466 and Article 468 of the Civil Code. In case agreements on taking actions against failure to repay debt within the deadline of parties with obligations are produced while no other regulations and law, take actions against each case of failure to repay debt in a timely manner only once;
Entity definition regulated in the Law on Land 2013 as follow:
Article 3. Interpretation of terms
27. Economic organization means an enterprise, a cooperative or another economic organization as prescribed by the civil law, excluding foreign-invested enterprises.
Accordingly, company with foreign investment is not construed as the organizations that are allowed to use land as mortgage according to Vietnam regulation (which mean the answer is No)

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Respond:
According to term 14 Article 3 of the Law on Marriage and Family 2014:
Article 3. Interpretation of terms
14. Divorce means termination of the husband and wife relation under a court’s legally effective judgment or decision.
Accordingly, husband and wife relations only terminate when the court decision or judgment have come into effect. Submitting the divorce application is just an initial step for divorce requesting, after the first husband and wife are not considered to be divorced.
During this period of time, the relationship between husband and wife is still protected by law. Any relation with another person beside husband and wife during the divorce procedure will be considered to be a violation, and will be punished by law.
Any asset incurred during this period of time will be considered as common asset (except the case one party can prove the originality of the asset), children were born in this time will be considered as joint children (except for the case one party request to determine the children father, mother)
About divorce requesting, according to Article 51 of the Law on Marriage and Family 2014 as follows:
Article 51. The right to request settlement of divorce
1. Husband or wife or both has or have the right to request a court to settle their divorce.
2. A parent or another next of kin of a spouse has the right to request a court to settle a divorce when the spouse is unable to perceive and control his/her acts due to a mental disease or another disease and is concurrently a victim of domestic violence caused by his/her spouse which seriously harms his/her life, health or spirit.
3. A husband has no right to request a divorce when his wife is pregnant, gives birth or is nursing an under-12-month child.

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Respond:
About divorce right, according to Article 51 of the Law on Marriage and Family 2014:
Article 51. The right to request settlement of divorce
1. Husband or wife or both has or have the right to request a court to settle their divorce.
2. A parent or another next of kin of a spouse has the right to request a court to settle a divorce when the spouse is unable to perceive and control his/her acts due to a mental disease or another disease and is concurrently a victim of domestic violence caused by his/her spouse which seriously harms his/her life, health or spirit.
3. A husband has no right to request a divorce when his wife is pregnant, gives birth or is nursing an under-12-month child.
Accordingly, both husband and wife (and father, mother, husband/member’s relative, when these above-mentioned individuals cannot control their awareness and are in an abused situation) shall be the person that has the right to submit divorce request.
If the wife is in pregnancy time, giving birth or raising kids under 12 months old then the husband shall not have the right to unilaterally divorce (but the wife shall have the right)
About asset distribution, according to Article 59 of the Law on Marriage and Family 2014:
Article 59. Principles of settlement of property of husband and wife upon divorce
1. The settlement of property shall be agreed upon by the concerned parties in case of applying the statutory matrimonial property regime. If they fail to reach agreement thereon, at the request of a spouse or both, a court shall settle it according to Clauses 2, 3, 4 and 5 of this Article and Articles 60, 61, 62, 63 and 64 of this Law.
In case of applying the agreed matrimonial property regime, the settlement of property upon divorce must comply with such agreement. In case the agreement is insufficient or unclear, the settlement must comply with corresponding provisions of Clauses 2, 3, 4 and 5 of this Article and Articles 60, 61, 62, 63 and 64 of this Law.
2. Common property shall be divided into two, taking into account the following factors:
a/ Circumstances of the family, husband and wife;
b/ Each spouse’s contributions to the creation, maintenance and development of common property. The housework done in the family by a spouse shall be regarded as income-generating labor;
c/ Protecting the legitimate interests of each spouse in their production, business and career activities to create conditions for them to continue working to generate incomes;
d/ Each spouse’s faults in the infringement of spousal rights and obligations.
3. Common property of husband and wife shall be divided in kind, if impossible to be divided in kind, common property shall be divided based on its value. The partner who receives the property in kind with a value bigger than the portion he/she is entitled to receive shall pay the value difference to the other.
4. Separate property of a spouse shall be under his/her ownership, except for separate property already merged into common property in accordance with this Law.
A spouse who requests division of separate property which has been merged into or mixed with common property shall be paid for the value of his/her property contributed to common property, unless otherwise agreed by husband and wife.
5. The lawful rights and interests of the wife, minor children or adult children who have lost their civil act capacity or have no working capacity and no property to support themselves shall be protected.
Accordingly, submitting the divorce request is not the reason, legal basis to settle assets (which means there is no legal basis that the one who submit the divorce request will receive less assets). The asset settlement will depend on many factors, one of that is the contribution, rights of people who have less privilege (minor children, children who lost the labor ability) and Each spouse’s faults in the infringement of spousal rights and obligations (For instance, having an affair during the marriage time)

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Response:
According to Term 14 Article 3 Law on Marriage and Family 2014:
Article 3. Interpretation of terms
14. Divorce means termination of the husband and wife relation under a court’s legally effective judgment or decision.
Article 57 of the Law on Marriage and Family 2014 also defines about the termination time of marriage relationship:
Article 57. Time of termination of marriage and responsibility to send divorce judgments or decisions
1. The marriage relation shall terminate on the date a court’s divorce judgment or decision takes legally effective.
2. The court that has settled a divorce shall send the legally effective divorce judgment or decision to the agency registering such marriage for recording in the civil status register; the divorced partners; and other persons, agencies and organizations as prescribed by the Civil Procedure Code and other relevant laws.
Accordingly, the verbal divorce negotiation between husband and wife will not have any legal base to terminate the marraige. If both husband and wife has negotiated about the divorce then the application must be submitted to the court by law.
About the common asset, Article 38 of the Law on Marriage and Family 2014 stipulates as follow:
Article 38. Common property division during the marriage period
1. During the marriage period, except the case prescribed in Article 42 of this Law, husband and wife have the right to reach agreement on division of part or whole of common property. If they fail to reach agreement, they have the right to request a court to settle it.
2. An agreement on common property division shall be made in writing. This agreement shall be notarized at the request of husband and wife or as prescribed by law.
3. At the request of a spouse, a court shall settle the common property division according to Article 59 of this Law.
Accordingly, verbal divorce will not terminate the marriage relationship. Therefore, common assets of husband and wife (without private negotiation) will be considered as common assets incurred in the marriage.
Accordingly, if both parties want to settle the asset at this current time (without waiting for the court judgment) then both party can form a asset settlement document with notarization by law.

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Response:
According to Article 38 of the Law on Marriage and Family 2014, children that were born during marriage time (or conceived by the wife during the marriage period) is the common child of the husband and wife
Accordingly, if at the current time both husband and wife still have not finished the divorce procedure then the child that was born in this time will be the joint children.
If you determine that the child is not the joint child then the husband needs to submit an application to the court to determine that the child is not joint children.
Article 88. Identification of parents
1. A child who is born or conceived by the wife during the marriage period is the common child of the husband and wife.
A child who is born within 300 days from the time of termination of a marriage shall be regarded as a child conceived by the wife during the marriage period.
A child who is born before the date of marriage registration and recognized by his/her parents is the common child of the husband and wife.
2. When a parent does not recognize a child, he/she must have evidence and such non- recognition shall be determined by a court.
Article 89. Identification of children
1. A person who is not recognized as the parent of a person may request a court to identify that the latter is his/her child.
2. A person who is recognized as the parent of a person may request a court to identify that the latter is not his/her child.
Regarding the birth certificate registration: If both parties determine this is the joint child that was born during marriage time, then the father and mother information in the birth certificate shall be filled the same as the marriage certificate.
If there is court judgment determining that the child were not the joint child then this will be considered as not identifying the father case, according to Article 15,
Article 15. Birth registration for children with unidentified parents
1. The People’s Committee of commune where the child resides shall apply for birth registration for the child with unidentified parents.
2. If a child’s father is unidentified, the family name, race, native place, nationality of the child in the application for birth registration shall be determined according to respective information of his/her mother; the child’s father section in vital records and birth certificate shall be left blank.
The child's family name, ethnic, hometown, nationality will follow the mother’s family name, ethnic, hometown, nationality; the child’s father section in vital records and birth certificate shall be left blank.

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Response:
About changing the family name, according to article 27 of the Civil Code 2015 as follow:
Article 27. Right to change family names
1. An individual has the right to request a competent authority to recognize a change of a family name in any of the following cases:
a) Changing the family name of a natural child from biological father’s to biological mother's or vice versa;
b) Changing the family name of an adopted child from biological father’s or mother’s to adoptive father's or mother’s at the request of the adoptive parents;
c) If a person ceases to be an adopted child and such person or his/her biological father or mother request to reclaim the family name which is given by the biological father or mother;
d) Changing the family name of a person whose biological parents have been identified upon the request on that father or mother or such person;
dd) Changing the family name of a lost person who has discovered the origin of his/her bloodline;
e) Changing the family name of a person to his/her spouse’s in the marriage and family relations involving foreign elements in accordance with law of the country in which the foreign spouse is a citizen or retrieves his/her family name before the change;
g) Changing the family names of children upon the change of family names of their father’s or mother’s;
h) Other cases prescribed in by law on civil status affairs.
2. The changing of the family name of a person who is nine years of age or older shall be subject to the consent of such person.
3. The changing of a family name shall not change or terminate the civil rights and obligations which were established in the former family name.
According to term 1 Article 7 Decree 123/2015/NĐ-CP about changing the family name, middle name, name for individual under 18 years old as follow:
Article 7. Conditions for changes and correction of civil status affairs
1. An application for change of full name of a person less than 18 years of age prescribed in Clause 1 Article 26 of the Law on civil status shall be subject to his/her parents’ consent which is specified in such application. An application for change of full name of a person aged 9 or older shall also be subject to his/her consent.
Accordingly, for child who are under 18 years old then there must be consent from father and mother in the application
With just the mom present in the application, the application shall be denied.
About the application samples, it will include the declaration forms (with samples) and other relevant documents (birth certificate to determine father, mother).
The application will be submitted to the commune/district/province people’s committee. Within 3 working days counting from the date of receiving documents, the commune/district/province people’s committee will have to respond; if accepting the amendment information then the amendment information shall be written in the Birth certificate.

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Response
There are two types of inheritance, inherit via law and inherit via will.
If the deceased person has will, and the will determine that the asset will belong to the ex-wife then you are eligible to inherit the asset.
If there is no will, then the inheritance will follow the law. Article 651 of the Civil Code 2015 stipulates as follow:
Article 651. Heirs at law
1. Heirs at law are categorized in the following order of priority:
a) The first level of heirs comprises: spouses, biological parents, adoptive parents, offspring and adopted children of the deceased;
b) The second level of heirs comprises: grandparents and siblings of the deceased; and biological grandchildren of the deceased;
c) The third level of heirs comprises: biological great-grandparents of the deceased, biological uncles and aunts of the deceased and biological nephews and nieces of the deceased.
2. Heirs at the same level shall be entitled to equal shares of the estate.
3. Heirs at a lower level shall be entitled to inherit where there are no heirs at a higher level because such heirs have died, or because they are not entitled to inherit, have been deprived of the right to inherit or have disclaimed the right to inherit.
\Accordingly, husband/wife is determined as the person who is in the marriage relation at the time the deceased person passed away. For “ex-wife” (which can be construed as the marriage relationship has ended by the court judgment) will not be categorized in the inheritance level by law; shall not be able to inherit asset from the deceased ex-husband.

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Response
There are two types of inheritance, inherit via law and inherit via will.
If the deceased person has will, then the asset settlement will follow the will. The content of the will is fully depend on the deceased will; it shall be the deceased person's right to settle the asset to another person, whether it is less, equal or more distribution (or even all). The law does not forbid this.
If there is no will, then the inheritance will follow the law. Article 651 of the Civil Code 2015 stipulates as follow:
Article 651. Heirs at law
1. Heirs at law are categorized in the following order of priority:
a) The first level of heirs comprises: spouses, biological parents, adoptive parents, offspring and adopted children of the deceased;
b) The second level of heirs comprises: grandparents and siblings of the deceased; and biological grandchildren of the deceased;
c) The third level of heirs comprises: biological great-grandparents of the deceased, biological uncles and aunts of the deceased and biological nephews and nieces of the deceased.
2. Heirs at the same level shall be entitled to equal shares of the estate.
3. Heirs at a lower level shall be entitled to inherit where there are no heirs at a higher level because such heirs have died, or because they are not entitled to inherit, have been deprived of the right to inherit or have disclaimed the right to inherit.
Accordingly, the adopted child and biological child are in the same inheritance level (the first level) shall be equal in rights. If the asset settlement follows the law, then the adopted child and biological child will have the same asset settlement, no one gets more no one gets less.

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