Day 2

Category
Private laws: Relationships between ordinary people (between individual and individual or
organization)
Public laws: relationships between government and ordinary people (State and state or ordinary
people)
Discussion
Criminal law (hình sự) -> Public
Constitutional law (hiến pháp) – right of people in country -> Public
Administrative law (hành chính) – khi cưới or kết hôn -> xin giấy phép -> Public
Law of contract -> Private
Tort law (Bồi thường thiệt hại) -> Private
Property law -> Private
International business law -> Private
Category Common law (Thông luật) & Civil law (Dân luật)
Common Law -> describe legal systems based on English legal system…. Did not recognize
case law
Civil Law -> under form of the act and code

Chapter 2
Trader
Definition
Different

1997 Parties: Individuals, legal persons, cooperatives and family household

Focus nhiều do đặt đầu câu
2005 Parties: Individuals and oranizations (bao gồm 3 cái còn lại ở trên)
K focus nhiều về business registration
Condition
Necessary conditions (Article 3.3)

Commercial activities -> activities for generating profit (Article 3.1)

Independent
Regularly
Sufficient conditions

Register their business -> Where: registration office under planning and investment (Article 6.1)
Example

Bà bán hàng rong -> k phải trader do k registration

FTU -> k phải trader do bị control bởi nhà nước, not conduct commercial activities (not main
function for profit…. Provide people) – social organization -> not independent
RMIT -> not trader -> Private university: make profit, conduct independent but don’t register
Company: CEO is owner -> trader…. Not owner -> not trader
Branch: Article 44.1 – Branch is dependent units -> can not conduct commercial activities
independently -> is not trader
FPT -> trader
Agent of Vinamilk -> Article 166 (Agent) -> trader -> conduct commercial activities on behalf
of trader
Foreign Traders in VietNam
Definition (Article 16.1)

Making their business registrations according to the provisions of foreign laws or recognized
by foreign laws
Example: KPMG, Unilever (has headquater in other countries)-> but establish under Vietnam
law -> Vietnam trader
Forms of foreign traders

- Representative offices (Article 3.6, 17, 18)

- Branches (Article 3.7, 19, 20)
Similarities between them
Both them are the dependent units
Right to licensing contract – employement contract to hiring people working for them
Difference
Representative:
- Main function to conduct “commecial promotions (xúc tiến thương mại) Article 3.10 -> just
promote and create opportunities to look for the customer” -> just do commecial promotion –
not profit
- Can’t sign the commercial contract
- Agency to granting license “Department of Industry & trade”…. Sở công thương (Article 3,
Decree No.72/2006)
- At least 1 year
Branch:
- Main function to conduct commecial activities -> can make profit
- Agency “Ministry of industry & trade”…. Bộ công thương (Article 4, Decree No.72/2006)
- Company operate at least 5 years
Discussion