In recent years, Vietnamese companies have shown increased interest in listing their shares or depository receipts (where a bank acts as custodian of underlying shares) on foreign stock exchanges. These overseas listings offer undeniable advantages, such as access to capital at high valuation, the improvement of corporate management and internal control with higher transparency and efficiency, the enhancement of stock liquidity for foreign shareholders, and increased visibility on the global market. However, the process for overseas listing is costly and time-consuming, and companies would be well advised to gain a basic understanding of the process before deciding to enter foreign stock markets. In general, to list on a foreign stock exchange, a Vietnamese company can consider the options of either (i) dual listing or (ii) restructuring as a subsidiary of an offshore parent who will list overseas. Dual Listing Dual listing allows a company to be concurrently listed on a Vietnamese stock exchange and on one or more foreign stock exchanges, such as those in Singapore, the U.S. or the U.K. This option is subject to conditions and procedures under the securities laws of Vietnam, which primarily include the Law on Securities of 2019 and its guiding Decree No. 155/2020/ND-CP. A Vietnamese company may only proceed with offshore initial public offering (IPO) procedures in accordance with foreign laws after obtaining approvals from the State Securities Commission of Vietnam (SSC) for overseas listing of shares or depository receipts. Numerous requirements apply, including, among others: Being a listed company in Vietnam; Complying with Vietnamese regulations on foreign ownership limitation and foreign exchange management; Adopting a resolution by the General Meeting of Shareholders to approve the overseas listing; Obtaining approval from the specialized authorities if the company to be listed engages in conditional business operations (e.g., the State Bank of Vietnam for

Experts from Tilleke & Gibbins’ corporate and commercial team have written the Vietnam chapter of Practical Law’s Insurance and Reinsurance Global Guide, a Q&A-style overview of insurance and reinsurance law in dozens of jurisdictions worldwide. The guide covers: Market trends Regulatory framework and relevant legislation Authorization for insurers, reinsurers, and intermediaries, and ownership restrictions Ongoing requirements and penalties for non-compliance Sales and marketing Transfer of risk Reinsurance contracts and risks Contracts and policies Claims Dispute resolution Insolvency Tax InsurTech Reform To read the Vietnam chapter, please visit the Practical Law website or click on the link below.

Experts on Vietnamese real estate law from Tilleke & Gibbins provided the chapter on Vietnam for Practical Law’s Commercial Real Estate Global Guide 2022, a high-level comparative overview of commercial real estate laws and regulations in 31 jurisdictions worldwide. The main topics include the following, among others: Real estate investment structures, including REITs Sale of real estate Liability Due diligence Warranties Real estate tax, including VAT and stamp duty/transfer tax; Climate change targets Restrictions on foreign ownership Real estate finance Commercial leases Planning law The chapter also highlights recent trends in the condominium, office, and retail sectors of the Vietnam real estate market. To read the Vietnam chapter, please visit the Practical Law website or click on the link below.

On August 31, 2022, the Government of Vietnam issued Decree No. 58/2022/ND-CP guiding the registration and management of operations of foreign non-governmental organizations (NGOs) in Vietnam (“Decree 58”). This decree will come into effect on November 1, 2022, replacing Decree No. 12/2012/ND-CP of the Government dated March 1, 2012, on the same matter (“Decree 12”). In general, the provisions under Decree 58 appear more detailed and stricter than those under Decree 12. In particular, there are two notable changes in Decree 58 in comparison with its predecessor: the definition of foreign NGO and the suspension and termination of a foreign NGO’s operation. New Definition of Foreign NGOs Under Decree 58, “foreign non-governmental organization” means a non-profit organization, social fund or private fund established under foreign laws; having legitimate capital sources from foreign countries; conducting development assistance and humanitarian aid activities not for profit or other purposes in Vietnam; and not receiving financial donations, calling for sponsorship, or raising funds from Vietnamese organizations and individuals. This definition has been narrowed in comparison to Decree 12, which, in addition to non-profit organizations, social funds, and private funds, also included “other social or non-profit organizations” as a category. Decree 58 further affirms that foreign NGOs must have capital sources from overseas and cannot receive funding from local sources. The last requirement had been a matter of concern in the past when foreign NGOs wanted to receive donations from Vietnamese entities. In practice, the prohibition of local funding had been known as an unwritten policy of the government; it is now officially recognized in Decree 58, and will prevent foreign NGOs from approaching local funding sources. More Specific Suspension and Termination Regulations Under Decree 12, there was no separation between the circumstances in which a foreign NGO’s operation would be suspended and those