The Vietnamese Constitution stipulates that land in Vietnam belongs to the people with the State acting as the representative owner and exerting its control over the land in practice on the people’s behalf. Although private ownership of land is technically not permitted, legal ownership can in essence be derived through the right to use land (i.e. the land use right (“LUR”)). The State may allocate or lease LURs to individuals, households and organizations to use land for a defined or undefined term. Vietnam’s legal framework for the management and administration of LURs is composed of: various key laws and in particular the Land Law which was amended in 2014 for some important reforms relevant to Foreign Invested Enterprises (FIE’s); supplementing laws including the Civil Code which provide clarity on areas not specifically addressed in the key laws and including areas relating to foreign investment; and, auxiliary rules and regulation. The ownership of LUR and other assets attached to land is evidenced by the Certificate of Land Use Right, Ownership of House and Other Assets Attached to Land (the “LURC”). This LURC sets out fundamental information on the land use, including the term and purpose of the land use, and the assets attached to the land (if any). The State’s power over land construction activities is exercised by the following government bodies: at the national level, by the Ministry of Natural Resources and Environment, an administrative body of the State for land management, and the Ministry of Construction, an administrative body of the State for construction activities; and, at local level by the People’s Committees, supported by their administrative bodies such as the Department of Natural Resources and Environment and the Department of Construction. Source RSM Vietnam (AGBT search)

Following Vietnam’s accession to the WTO in 2007, the market was liberalized in certain areas, including the trading of goods. Under Vietnamese law, the trading of goods by foreign invested enterprises covers the following areas: “Right to import” refers to the right to import goods into Vietnam for sale to business entities that themselves have the right to distribute the goods in Vietnam. The import right does not include the right to organize or participate in the distribution of goods in Vietnam. “Right to export” refers to the right to purchase goods in Vietnam for export. The export right does not include the right to organize a network of collecting and purchasing goods in Vietnam for export. “Distribution right” means the right to directly undertake activities of distribution, consisting of: • being an agent for the purchase and sale of goods • wholesale distribution • retail distribution • franchising Vietnamese enterprises are free to carry out trading activities in Vietnam and are permitted to directly export and import all goods, except for certain restricted goods where a special business license must be obtained from the relevant State authorities. Foreign invested enterprises in Vietnam may directly distribute or set up distribution networks to sell the products they manufacture in Vietnam and may export their products directly. However, various sectors are still subject to restrictions. In practice, as the Vietnamese government wishes to protect domestic distribution enterprises, retail distribution by foreign investors in Vietnam is still restricted and subject to an approval process. For more than one retail outlet, the approval must be considered by the licensing authorities based on an Economic Needs Test (“ENT”), which considers the following criteria: • existing service suppliers in a particular geographic area • stability of market • geographic scale In April 2013 the Ministry of Industry and Trade issued a new regulation which provides an exemption from the ENT procedures for retail outlets that are less than 500m2 in size and located in facilities constructed for the purpose of selling goods (although the establishment of such an outlet is still subject to approval of the licensing authority). Source RSM Vietnam (AGBT search)