MANAGING CHANGE LABOUR LAW IN VIETNAM - Rödl & Partner

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MANAGING CHANGE LABOUR LAW IN VIETNAM - Rödl & Partner
MANAGING
CHANGE
LABOUR LAW IN VIETNAM
Vietnam is in a robust transition to be-
coming a true market economy – its openness
to international trade and extraordinary
economic growth in recent decades has
made the country a highly interesting invest-
ment destination. We stand by your side with
international know-how and local knowled-
ge, all from a single source, allowing you to
take advantage of this unique opportunity
and reap the rewards in this growing and at-
tractive market.
                                        Rödl & Partner

  2
MANAGING
CHANGE
LABOUR LAW IN VIETNAM

                        3
Content
 1. Introduction                                               6
 2. Law on Labour Contracts                                    6
 2.1. Labour Contract                                           7
 2.2. Terms of Labour Contracts                                 8
 2.3. Foreign employees                                         8
        2.3.1. Visa                                             9
        2.3.2 Temporary Redidence Card (TRC)                   10
        2.3.3. Foreigners requiring a work permit              10
        2.3.4. Application process for a work permit            11
        2.3.5. Exemptions for foreigners                        12
        2.3.6. The 30 / 90 Rule and the 3-month category        13
 2.4. Probation                                                14
 2.5. Working hours, rest hours, holidays, overtime            14
 2.6. Minimum wages                                             15
 2.7. Salary during sickness and maternity / paternity leave    16
 2.8. Potential bonus schemes                                   16

 3. Internal Labour Rules (ILR’s)                              16
 4. Labour discipline                                          17
 4.1. Health and safety obligations                             17

 5. Trade Union                                                18
6. Strikes                   18
7. Termination of Employment 19
7.1 Unilateral termination                           20
7.2 Bilateral termination                             21

8. Taxes and duties                                  21
8.1 Personal income tax (PIT)                         21
8.2 Compulsory social insurance, health insurance,
    unemployment insurance, and trade union fees      22

9. Penalties                                         23
9.1 Work permit violations                           23
9.2 Penalties for employers for violations in Trade
    Union Contributions                              23

About us 24
Contact26
1. Introduction
       he following provides a short overview over the regulatory and prac-
      T
      tical requirements on labour laws of Vietnam.

      Vietnam’s population is over 91 million and expected to grow at an
      annual rate of 1.3 %. Around 60 % of the population is under 23 years
      of age. Approximately 15 % of the population is considered to be trai-
      ned or skilled.

      As one might expect, the position of employees is rather well protec-
      ted compared to other countries. Protectionwise there is no distinc-
      tion between foreigners with a local labour contract and Vietnamese
      employees. The Labour Code, however, grants certain protections to
      particular groups of employees (women, disabled, elderly, etc.)

      Vietnam’s labour legislation and its implementation in practice are
      well developed. It covers almost all aspects of labour relations in the
      work place from the right to work to the right to organize of workers,
      from labour contracts to collective bargaining agreements, from mini-
      mum working ages to minimum wages, etc.

      The new Law on social security has introduced some wide-ranging
      changes which are considered to be good for international investors.
      As a member of the WTO and FTA’s being initiated, Vietnam is in ur-
      gent domestic and international demand for the incorporation and
      implementation of international labour standards. Vietnam will recei-
      ve legal, political and economic benefits from the implementation of
      FTA’s with the region and beyond. Those agreements will increase
      trust, legal certainty and therefore be beneficial for foreign investors
      in Vietnam.

2. Law on Labour Contracts
      The main law regulating employment relationships in Vietnam is the
      2012 Labour Code. For foreign nationals, there is also a set of im-
      plementing regulations, including Decree 11/2016/ND-CP (Decree 11),
      which mainly provides guidance on matters related to work permits
      for foreign workers in Vietnam.

  6
Although, strictly speaking, this is not required by law, it is recommended
       to use the standard labour contract issued by MOLISA as a template in or-
       der to avoid possible problems. This applies also to multinational companies
       that prefer to have their own standard contracts for all jurisdictions they do
       business in.

       The Vietnamese Labour regulations provide the legal options of probation,
       seasonal, indefinite and definite labour contracts.

2.1. LABOUR CONTRACT

       The labour contract must be written in Vietnamese. If one of the parties is
       a foreigner (this includes foreign-invested enterprises), the contract may be
       bilingual (Vietnamese, followed by a translation into the foreign language),
       but the Vietnamese version prevails in case of inconsistencies between the
       2 versions.

       As a general rule, an employment contract is effective from the date stated
       in the contract and there are no filing requirements to effectuate the labour
       relationship. An employer has to declare its use of employees to the labour
       authority within 30 days from the date of its commencement of operation.
       Further reports on changes have to be made every 6 months.

       Salary paid to Vietnamese employees must be paid in Vietnamese Dong
       (VND). Within the territory of Vietnam all transactions in contracts and ag-
       reements are required to be conducted in foreign currency. The law provides
       several exceptions to this general rule. Foreign employees (whether they are
       residents or non-resident) are permitted to receive salaries, bonuses and all-
       owances in a foreign currency. Therefore, the salary may be stated and paid
       in any tradable currency.

                                                                             7
2.2. TERMS OF LABOUR CONTRACTS

 Probation Period          Probation in Vietnam can be 6 to 60 days depending on
                           the qualification and eduction of the new employee.

 Definite Term             Definite labour contracts can be agreed upon for 12 to
 Labour Contract           36 months and twice in a row. 12 months is common
                           after probation.

 Indefinite Term           After 2 definite term contracts, the labour contract will
 Labour Contracts          automatically become an indefinite term contract.

 Seasonal and              For seasonal works as well as on project base, a labour
 Project Contracts         contract can be for less than 12 months.

 Foreigner                 Locally employed foreigner will in pracitce always have
                           a maximum of 24 months contracts due to work permit
                           reduglations.

2.3. FOREIGN EMPLOYEES

        The Labour Code explicitly states that it applies to foreign nationals
        working in Vietnam, and the general rule is, that foreigners working
        in Vietnam must comply with the Vietnamese Labour laws, unless an
        international treaty to which Vietnam is a party objects. Foreigners
        can either have a local employment contract or be seconded from
        the parent company (internal transfer). If an employment contract is
        signed with a Vietnam-based entity, the law of Vietnam must apply
        regardless of the choice of law by the parties.
        In Vietnam, a visa and a work permit are 2 separate documents that
        are used for different purposes. A visa is an official endorsement
        allowing a foreigner to enter and to remain within Vietnam, while a
        work permit is the permission for a foreign worker to take a job in
        Vietnam. A visa can be replaced by a temporary residence card (TRC)
        which grants a foreign worker the right to stay in Vietnam for a certain
        length of time. If a foreigner wants to stay and to work in Vietnam, a
        work permit and a visa or a TRC will be required.

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2.3.1. Visa

          The following visas are relevant in terms of employment and business activities:

  Forms of       Object                                        Recipient
  visa

  Business       This type of visa is for foreigners at-       Overseas Vietnamese
  visa           tempting to enter Vietnam for business        embassy / consulate
                 purpose. The common validity of a mul-
                 tiple-entry business visa is 3 months.

  Family visa    –– This type of visa is for direct family     Overseas Vietnamese
                    member of a foreigner working in Viet-     embassies or overseas
                    nam. The family members must have          Vietnamese consulate
                    the adequate evidence of dependency.
                 –– The maximum validity of a multiple-en-
                    try family visa is 12 months on a case
                    by case basis.

  Working        –– This type of visa is issued when an        Overseas Vietnamese
  visa              foreigner obtains a work permit.           embassy / consulate
                 –– The validity of a multiple-
                    entry working visa is the same as the
                    validity of the work permit (maximum 2
                    years on a case by case basis).

  Investment     –– This type of visa is for foreign inves-    Overseas Vietnamese
  visa              tors mentioned in the Enterprise Re-       embassy / consulate
                    gistration Certificate and the Invest-
                    ment Registration Certificate, or for
                    lawyers having the Foreign Regis-
                    tered Lawyer Licenses.
                 –– The maximum validity of a multi-
                    ple-entry investment visa is 5 years
                    on a case by case basis.

                                                                                  9
For the Visa application (except for tourist visa) the following points have to
         be considered:

 Required documents                        Timeline                   Application Result

          –– Application                   5 working                  A Visa approval for employee to
             forms                         days                       receive the visa at overseas Vi-
          –– Enterprise Re-                                           etnamese embassy / consulate
             gistration Cer-
             tificate
          –– Copy of pass-
             port

         Note: In practice, the authorities only issue visas with the maximum validity of 1 year. To stay in Vietnam for
         more than 1 year, a foreigner must have a TRC.

2.3.2 Temporary Residence Card

         The Temporary Residence Card (TRC) replace a visa and it can be issued if
         a foreigner has a work permit, a Law Practice Registration or an Investment
         Certificate. The family can get the TRC along wwith the employee as long as
         they have dependency evidence.

         The TRC can be renewed if the foreigner and his / her family do not need to
         leave Vietnam provided that the foreigner must work for the same company
         sponsoring his/her visa at the first time.

2.3.3 Foreigners requiring a work permit

         The initial principle is, that all foreign individuals (i.e. non-Vietnamese Ci-
         tizens) require a Work Permit issued by the Department of Labour, Invalids
         and Social Affairs (DOLISA) before they commence and undertake any emp-
         loyment in Vietnam, exceptions apply.

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Manager / CEOs                Specialists                 Technicians

 –– Managerial position        –– Confirmation as a        Technical training or ot-
    that is entitled to en-       specialist in writing    her specialized training
    ter into the compa-           by a foreign organiza-   at least 1 year and at
    ny‘s transactions             tion (Guidance on        least 3 years of work ex-
    which is mentioned in         this to be expected)     perience in trained field.
    the company‘s              –– Bachelor‘s degree (or
    license / Charter.            higher) and at least 3
 –– CEO‘s appointed (if           years of work expe-
    registered in the li-         rience in area rele-
    cense, manager defi-          vant with proposed
    nition above applies).        position.

         Work permits are issued by the local DOLISA where the foreign employee
         is working. They are issued for a maximum period of 2 years and may be
         renewed. Before employing a foreigner on the basis of a local employment
         contract, the employer must apply for a need of foreign labour at the local
         labour authorities. In case of internal transfer the parent company has to
         confirm that the employee worked for the parent company for at least 1 year.

2.3.4. Application process for a work permit

          For the application process the following points have to be considered:

 Application process          Required documents      Timeline     Result

 Step 1                       Report on the need      10 working   Approval on the
 Registration of the          of using foreigner      days         need of using
 need of using foreig-                                             foreigner
 ner

                                                                                11
Step 2                     Application form         7 working    Work permit with
 Application for work       Approval on the          days         the limitation of 2
 permit                     need of using foreig-                 years
                            ner
                            Criminal record from
                            overseas / OR in
                            Vietnam
                            Health check from
                            overseas/ OR in
                            Vietnam
                            Experience confirma-
                            tion/AND Educatio-
                            nal Qualification

 Step 3                     Copy of signed labor     The signed labor contract
 Submission of labor        contract                 must be submitted to the
 contract (recruitment                               labor authority
 case)                                               within 5 working days upon
                                                     the date of signing the labor
                                                     contract

2.3.5. Exemptions for foreigners

         There are various Exemption Categories available for foreign individuals see-
         king to undertake employment in Vietnam without a Work Permit.

 Short term assignment      ––
Investor / member of        –– Individual Investor (mentioned in the License)
 Board of                    –– Member of the BoD in the Vietnamese entity
 Directors                   –– Required to apply for confirmation on work permit
                                exemption

 Lawyer                      –– Foreign Registered Lawyer License
                             –– Required to apply for confirmation on work permit
                                exemption

 Traineeship                 –– Currently studying overseas
                             –– Previous limitation 3 months, currently waiting for
                                guidance
                             –– Exempted from applying a confirmation on work per-
                                mit exemption

          Each of the Exemption Categories requires an Exemption Certificate issued
          in advance by DOLISA before a foreign individual can commence employ-
          ment in Vietnam.

2.3.6. The 30 / 90 Rule and the 3-month category

          The 30 / 90 Rule and the 3-month category do not require an Exemption Cer-
          tificate and are available to employers / foreign individuals without prior ap-
          proval from authorities. Provisions require the foreign individual to come to
          Vietnam for a period of less than 3 months to offer services. That provision
          is not available to a foreign individual if it:
          –– Is intending to work for longer than 3 months in Vietnam without leaving.
          –– Is already in Vietnam providing services (either under a work permit, or a
              previous 3-month Rule), and therefore has not come to Vietnam to offer
              services for less than 3 months.
          –– If not entering Vietnam prima facie to offer services, but for tourism pur-
              poses

          There are no specific guidelines indicating whether this 3-month time period
          for working commences immediately when someone arrives to Vietnam or
          if the 3 months are starting when first providing services; it is also unclear
          how long a foreigner has to stay outside of Vietnam before being allowed to
          re-enter under the 30 / 90 rule.

                                                                                 13
2.4. PROBATION

        It is common practice to arrange a probation period in Vietnam when enga-
        ging new employees. The parties may agree on the following probationary
        periods:
        –– up to 60 days for jobs requiring professional or technical college qualifi-
            cation or above;
        –– up to 30 days for jobs requiring an intermediate-level qualification, or for
            trained staff;
        –– up to 6 days for any other position that require no training.

        Presently, a probationary period can be included in either the labour contract
        or in a separate offer letter. The offer letter is a notification by the employer
        to the employee stating that the employer wishes the employee to commen-
        ce a job and specifying the conditions under which the employee is to work.
        If the probationary period is included in the offer letter, there is no obligation
        to pay social security contributions during the probationary period.

        During the probationary period, the employer must pay a salary that corre-
        sponds to at least 85 % of the ordinary salary for the job. Either party may
        terminate the employment relationship during the probationary period wit-
        hout observing a notice period or paying compensation.

2.5. WORKING HOURS, REST HOURS, HOLIDAYS, OVERTIME

        The following is an overview over working hours, leave and overtime regula-
        tions in Vietnam.

 Maximum Wor-       –– 8 hours a day (including 30 minutes break; 45 minutes
 king Hours            break during night time)
                    –– 48 hours per week

 Paid Leave (an-    –– 12 days paid leave; 1 additional day for every 5 years of em-
 nual leave)           ployment
                    –– 10 public holidays; foreign employees are additionally ent-
                       itled to a day off with pay on 1 traditional holiday
                    –– additional days off to special occasions (marriage, death,
                       etc.)

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Overtime                 Not more than 12 hours work / day, 30 hours overtime / month
                          and 200 hours overtime / year (in some sectors 300 hours / year
                          or with permission from DOLISA)

 Overtime pay-            The overtime pay is at least 150 % of actual hourly wage on a
 ment                     normal working day, at least 200 % on a weekly day off and at
                          least 300 % on a public holiday or paid days off (exclusive of
                          wages of public holidays and paid days off prescribed by the
                          Labour Code).

2.6. MINIMUM WAGES

          Vietnam’s National Wage Council has decided upon a modest 6.5 % average
          increase in monthly regional minimum wages across the country for 2018.
          From January, workers must be compensated between minimums of 2.76
          million VND (121 US-Dollar) to 3.98 million VND (175 US-Dollar), graded in 4
          regions:

 Region           Cities                                                       Minimum Wage

 Region I         Parts of Hanoi and HCMC, Dong Nai Pro-                       3.980.000 VND / month
                  vince, Vung Tau Province, Binh Duong Pro-
                  vince, …*

 Region II        Remaining districts of Hanoi and HCMC,                       3.530.000 VND / month
                  Da Nang, Hung Yen Province, Hue pro-
                  vince, Can Tho, Rach Gia, …*

 Region III       The remaining provincial cities, …*                          3.090.000 VND / month

 Region IV        Covers the remaining administrative di-                      2.760.000 VND / month
                  visions

          *For more detailed information cf. appendix Decree No. 141/2017/ND-CP; defined as per December  7th 2017

          The so called common minimum wage is at 1.390.000 VND (2018) and is the
          base for the calculation for the cap of Social Insurance and Health Insurance.

                                                                                                        15
2.7. SALARY DURING SICKNESS AND MATERNITY / PATERNITY LEAVE

        An employer is not required to pay salary to an employee who is ill or on ma-
        ternity leave. Salary during this period is paid by the compulsory social insu-
        rance. Maternity leave is 6 months. A female employee who is pregnant, on
        maternity leave or has a child below 12 months of age can only be dismissed
        if the enter- prise ceases operation; no other causes for dismissal are recog-
        nized. Paternity leave is also statured with 5 – 14 working days, depending on
        the number of children born and the circumstances of the birth.

2.8. POTENTIAL BONUS SCHEMES

        It is common to pay a 13th month salary (Tet bonus). Such bonus can be de-
        pending on the performance of the employee and / or the enterprise.

        International Investors commonly provide an additional private health insu-
        rance. Team outings and company trips are commonly expected by the emp-
        loyees and are considered a bonus. In a country with high staff fluctuation,
        such team events shall be considered important.

3. Internal Labour Rules (ILR’s)
        An enterprise with 10 employees or more must have written internal labour
        rules covering all important items of the working environment. The ILR’s
        come into effect through registration. The employer must consult the em-
        ployees’ representative, namely the internal labour union. If the company
        has no such union, the grassroots union has to be involved in the decision
        process.

        Carefully worded internal labour rules are important in order for the employ-
        er to be able to take disciplinary action against an employee, or to terminate
        a labour contract in case of poor performance. It is difficult for an enterprise
        to dismiss an employee for an offense if this offense is not specified in the
        internal labour rules, or if the enterprise does not have duly registered inter-
        nal labour rules.

        An employee who breaches labour rules may, depending on the serious-
        ness of the breach, be disciplined. Disciplinary actions should be performed
        promptly as they are time-barred after 3 months (6 months in special cases).

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4. Labour discipline
       There are various types of labor disciplinary measures which depend on the
       seriousness of the breach of labor rules committed by an employee, which are:
       –– 	reprimand,
       –– extension of the period for wage increase or transfer to another position
            with a lower wage (both for a maximum period of 6 months),
       –– removal from position or demotion,
       –– dismissal (special procedures with different steps must be followed)

       The procedures for handling a violation of labour discipline are:
       –– A meeting must be organized, wherein the employer will bear the burden
          of proving fault of the employee.
       –– Representatives from grassroots unions have to attend.
       –– The employee must be present for defending himself or ask for a defense
          lawyer.

        It is prohibited to impose more than one form of labour discipline for a single
        violation. For an employee who simultaneously commits more than one vio-
        lation of labour discipline, only the strongest form of discipline correspon-
        ding to the most serious violation can be applied. Exemptions of the appli-
        cation of labour discipline apply to employees that are sick, pregnant or on
        maternity and / or are mentally disordered.

       Prohibited acts when handling violations of labour discipline include:
       –– Infringing upon the body or dignity of the employee;
       –– Applying a fine or wage reduction, instead of a disciplinary measure;
       –– Disciplining an employee who has committed a violation that is not defi-
          ned in the
          internal working regulations.

4.1. HEALTH AND SAFETY OBLIGATIONS

        An employer must comply with the law on occupational safety and hygie-
        ne. The employer must rely on standards, national technical regulations and
        local technical regulations on occupational safety and hygiene in order to
        formulate their own internal rules and working procedures to ensure occupa-
        tional safety and hygiene as appropriate for each type of machinery, equip-
        ment and workplace. The Labour Code also regulates in detail the employ-
        er‘s obliga- tions for work-related accidents and occupational diseases and
        the prevention of these.

                                                                               17
Employers provide health insurance by law for their employees, and must
      provide regular annual health checks. It is common in international compa-
      nies to provide an additional private health insurance in order to cover the
      employee better than the compulsory health insurance.

5. Trade Union
      There is a multilevel system of trade unions in Vietnam, which ranges from
      the Vietnam General Confederation of Labor (VGCL) as an umbrella organi-
      zation to the unions at enterprise level. Apart from collective negotiations,
      trade unions fulfill such tasks at company level, which are taken over by the
      works council in other countries. Unlike in some European countries, unions
      are not entitled to participate in management decisions and presently have
      no right to be informed about the economic performance of the enterprise.

      Employers are not obliged to establish a trade union, but they are supposed
      to create a favorable environment for their establishment. In order for a trade
      union at enterprise level to be established, five or more employees have to
      unite and request recognition by the grassroots union. An employer cannot
      hinder representatives from grassroots unions from visiting the enterprise in
      order to persuade employees to establish a union. Employers must provide
      the union in their enterprise with a suitable workplace and adequate facili-
      ties. Union officers are entitled to certain time off with pay in order to fulfill
      their functions.

      The compulsory Trade Union fee equals 2 % of total Social Insurance salary
      of all employees per month and has to be paid to the grassroots union. If the-
      re is a union within the enterprise, 65 % of the deducted fee to the grassroots
      union will be returned by the grassroots union directly to the union within
      the enterprise.

6. Strikes
      If there is a strike, this is presently usually a wildcat strike, i.e. a strike that
      is not initiated by any union. Reasons for strikes to occur include the desire
      on the part of the employees to negotiate a higher salary, or benefits. Such
      strikes are illegal as the law provides that strikes must be led by a union and
      are allowed only after dispute resolution mechanisms have failed. The best
      precaution against illegal strikes is the creation of a friendly atmosphere at
      the workplace and to treat the employee in a fair and reasonable manner.

 18
7. Termination of Employment
       The rights employees have when their employment contract is terminated
       depend upon the reason of dismissal and the employment contract. This
       has effects on the notice period and possible severance payments. The Vi-
       etnamese labor law is largely oriented to the needs of the workforce and, in
       particular in the case of labor disputes, is usually interpreted in favor of the
       employer.

       The employment relationship ends in the following cases:

Reason for Termination       Prior notice                Payments to employee

Expiry of the labour         No notice requirement       Severance allowance of
contract                                                 1/2 months’ worth of
                                                         salary for each year of
                                                         employment (*)
Tasks stated in the
labour contract have been
completed

Both parties agree to
terminate the labour

Employee is sentenced
to serve a prison term or
is prevented from perfor-
ming his / her former job
by a judgment or decision
of a court

Employee dies or is
declared missing by a
court

                                                                               19
Lawful unilateral         Definite term labour                 Severance allowance of 1/2
 termination by            contract: 3 or 30 wor-               months’ worth of salary for each
 the employee              king days, depending                 year of employment (*)
                           on the reasons for ter-
                           mination
                           Indefinite term la-
                           bour contract: 45
                           working days. If termi-
                           nation due to prolon-
                           ged illness: 3 working
                           days

 unilateral termi-         Only possible in very few cases after a long an burdensome
 nation by the             process of termination that includes the different grass
 employer                  roots unions.

         *No severance allowance or job-loss allowance has to be paid for years in which contributions to compulso-
         ry unemployment insurance were made. Compulsory unemployment insurance was introduced with effect as
         from 1 January 2009 and applies to businesses with 10 or more employees.

7.1. UNILATERAL TERMINATION

         An employer can unilaterally terminate a labour contract (independent of
         whether its term is definite or indefinite) only for the following reasons:

  Reason for unilateral termination by the employer                                   Consent of trade
                                                                                      union / notifica-
                                                                                      tion to DOLISA?

  The employee repeatedly fails to perform the work in ac-                            Yes
  cordance with the terms of the labour contract (2 warning
  letters within one month required)

  Disciplinary dismissal (see "Labour Discipline")                                    Yes

  Prolonged illness (12 months or more in case of an indefi-                          Yes
  nite term contract; 6 months or more in case of a definite
  term contract)

 20
Production is reduced due to force majeure                       No

  Organizational restructuring or technological changes            Yes

  Termination due to merger, consolidation, division, separa-      Yes
  tion, transfer of ownership of assets

 Enterprise ceases operation                                       No

7.2. BILATERAL TERMINATION

         The employment relationship can be terminated by a termination agreement.
         In contrast to dismissal, the termination contract is the most common and
         most viable option for terminating the employment relationship.

         In practice, termination is often not easy. A mutual termination agreement bet-
         ween the employer and the employee is often used. This helps to avoid any
         dispute that may arise or any shortcoming of the termination procedure. The
         employer and employees may reach agreements on the date of termination,
         severance payments, etc. The time required to comply with termination proce-
         dures is reduced significantly when resolved through mutual agreement.

8. Taxes and duties
8.1. PERSONAL INCOME TAX (PIT)

         Vietnamese and foreigners working in Vietnam are subject to pay personal
         income tax (PIT) on their salary. The duration of a foreign employees stay
         determines his tax status.

         Tax residents are those individuals meeting one of the following criteria:
         –– Residing in Vietnam for 183 days or more in either the calendar year or
            the period of 12
            consecutive months from the date of first arrival
         –– Having a permanent residence in Vietnam and are unable to prove tax
            residence in another country

                                                                                21
Tax residents are subject to Vietnamese PIT on their world income at a pro-
         gressive tax rate of 0 - 35 %.

         Individuals not meeting the conditions for being tax resident are considered
         tax non-residents. Tax non-residents are subject to PIT at a flat tax rate of
         20 % on their Vietnam related employment income.

8.2. COMPULSORY SOCIAL INSURANCE, HEALTH INSURANCE, UNEMPLOYMENT
     INSURANCE, AND TRADE UNION FEES

         Vietnam has a compulsory social, health and unemployment insurance scheme.
         Contributions are to be borne by both the employer and the employee. The basis
         for calculating the contributions is the monthly salary as stipulated in the labour
         contract (capped at 20 times common minimum wage for SI / HI and 20 times
         minimum regional wage for UI). Compulsory unemployment insurance only ap-
         plies to enterprises with 10 or more employees. Foreigners with a local employ-
         ment contract only have to pay contributions to the health insurance.

         They do not have to pay towards the social and the unemployment insu-
         rance. An employer is obliged to withhold the employee’s portion of the insu-
         rance contribution from the salary of the employee and transfer the amount
         together with the employer’s portion to the insurance carrier.

         The contribution rate to trade union funds is set at 2 % of the salary fund
         for Social Insurance contributions for employees. This fee must be paid into
         Trade Union funds once per month.

                        Employee               Employer               Foreign Employee

 Social insurance       8%                     17.5 %                 8%

 Health insurance       1.5 %                  3%                     1.5 %

 Unemployment
                        1%                     1%                     -
 insurance

 Union Fee              -                      2%                     -

 Total                  10.5 %                 23.5 %                 9.5 %

 22
9. Penalties
9.1. WORK PERMIT VIOLATIONS

        Penalties for employers for failure to apply for work permits and/or exempti-
        on thereof is a fine of up to 150 million VND (7.000 US-Dollar) or deportation.
        There is also a possible suspension of the employer‘s operation for a period
        of one to 3 months in serious cases.

9.2. PENALTIES FOR EMPLOYERS FOR VIOLATIONS IN TRADE
     UNION CONTRIBUTIONS

        Failure to fully contribute trade union fees or to do so in a timely manner: fine
        of from 24 % to 30 % of the total union fees due (capped at 150 million VND
        7.000 US-Dollar) and interest for late payment.

        Failure to contribute trade union fees for all employees: fine from 36 % to
        40 % of the total union fees due (capped at 150 million VND 7.000 US-Dollar)
        and interest for late payment.

                                                                                 23
About us
     As attorneys, tax advisers, management and IT consultants and auditors, we
     are present with 111 own offices in 51 countries. Worldwide, our clients trust
     our 4,700 colleagues.

     The history of Rödl & Partner goes back to its foundation as a solo practice in
     1977 in Nuremberg. Our aspiration to be on hand wherever our international-
     ly-active clients are led to the establishment of our first, own offices, com-
     mencing with Central and Eastern Europe in 1989. Alongside market entry in
     Asia in 1994, the opening of offices in further strategic locations followed, in
     Western and Northern Europe in 1998, USA in 2000, South America in 2005
     and Africa in 2008.

     Our success has always been based on the success of our German clients:
     Rödl & Partner is always there where its clients see the potential for their
     business engagement. Rather than create an artificial network of franchises
     or affiliates, we have chosen to set up our own offices and rely on close,
     multidisciplinary and cross-border collaboration among our colleagues. As a
     result, Rödl & Partner stands for international expertise from a single source.

     Our conviction is driven by our entrepreneurial spirit that we share with
     many, but especially German family-owned companies. They appreciate per-
     sonal service and value an advisor they see eye to eye with.

     Our ‘one face to the client’ approach sets us apart from the rest. Our clients
     have a designated contact person who ensures that the complete range of
     Rödl & Partner services is optimally employed to the client’s benefit. The ‘ca-
     retaker’ is always close at hand; they identify the client’s needs and points
     to be resolved. The ‘caretaker’ is naturally also the main contact person in
     critical situations.

     We also stand out through our corporate philosophy and client care, which
     is based on mutual trust and long-term orientation. We rely on renowned
     specialists who think in an interdisciplinary manner, since the needs and
     projects of our clients cannot be separated into individual professional disci-
     plines. Our one-stop-shop concept is based on a balance of expertise across
     the individual service lines, combining them seamlessly in multidisciplinary
     teams.

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WHAT SETS US APART

       Rödl & Partner is not a collection of accountants, auditors, attorneys, ma-
       nagement and tax consultants working in parallel. We work together, closely
       interlinked across all service lines. We think from a market perspective, from
       a client’s perspective, where a project team possesses all the capabilities to
       be successful and to realise the client’s goals.

       Our interdisciplinary approach is not unique, nor is our global reach or our
       particularly strong presence among family businesses. It is the combination
       that cannot be found anywhere else – a firm that is devoted to comprehen-
       sively supporting German businesses, wherever in the world they might be.

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Contact

HO-CHI-MINH-CITY

Stefan Ewers
20th Floor, CJ Tower
6 Le Thanh Ton Street, District 1
Ho-Chi-Minh-City

T   + 84 28 7307 2788
M   +84 9 3894 9451
E   stefan.ewers@roedl.com

HANOI

Jan-Volkert Schmitz
9/F, Daeha Business Center
360 Kim Ma, Ba Dinh District,
Hanoi

T   +84 24 7300 0077
M   +84 8 6610 3104
E   jan-volkert.schmitz@roedl.com

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www.roedl.com
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