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January 16, 2015

The International Comparative Legal Guide to: Franchise 2015 – Vietnam Chapter

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Global Legal Group

Jim Dao and Tu Ngoc Trinh, registered foreign attorney and attorney-at-law of the Tilleke & Gibbins corporate and commercial group in Vietnam, have coauthored the Vietnam chapter of The International Comparative Legal Guide to: Franchise 2015  (1st edition), a Q&A-style guide that provides a practical, cross-border overview of franchising law in 24 jurisdictions worldwide. The Vietnam chapter, which serves as a vital tool for franchisors and franchisees operating in the country, covers the following subjects in detail:

  • Franchise Legislation and Rules: Laws regulating the offer and sale of franchises, registration requirements, mandatory presale disclosure obligations, requirements to offer or sell a franchise, membership of national franchise associations, and translation of franchise documents into Vietnamese
  • Franchise Business Vehicles: Restrictions on non-nationals, business entities used by franchisors, and registration requirements and formalities
  • Competition Law: Overview of competition laws, maximum permitted terms for franchise agreements, minimum resale prices, encroachment, and in-term and post-term non-compete and non-solicitation of customers covenants
  • Enforcing Intellectual Property: Trademarks, trade secrets, and copyright
  • Liability: Franchisors failing to comply with mandatory disclosure obligations, rescinding franchise agreements, claiming damages, allocation of liability for disclosure non-compliance or misrepresentation, disclaimer clauses, and class-action lawsuits
  • Governing Law: Requirements to use local law, local court remedies, and enforcing foreign orders
  • Real Estate: Duration of commercial property leases, conditional lease assignments, restrictions on non-national entities, and the commercial real estate market in Vietnam
  • Online Trading: Online orders received from abroad and requiring former franchisees to assign local domain names to the franchisor on the expiry or termination of the franchise agreement
  • Termination: Mandatory local laws that may override termination rights
  • Labor Laws: Vicarious liability and mitigating risk
  • Currency Controls and Taxation: Limitations on the repatriation of royalties to overseas franchisors, withholding tax requirements, and conducting transactions in the Vietnamese Dong
  • Franchise Renewal: Disclosure obligations and compensation for non-renewal or refusal to extend a franchise agreement
  • Franchise Migration: Imposing restrictions on franchisees and step-in rights

This article appeared in the 2015 edition of The International Comparative Legal Guide to: Franchise, published by Global Legal Group Ltd, London. www.iclg.co.uk

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