Thứ Năm, 18 tháng 4, 2019

Investment Capital Account of Foreign Investors in Vietnam


According to Vietnam laws, any transaction relating to direct or indirect investment operation of foreigner must be implemented by an investment capital account opened in a licensed bank which is commercial bank or branch of foreign bank permitted to trade and supply foreign exchange service according to legal provisions. It is imperative that, the foreign exchange control in Vietnam is strictly regulated, it is suggested the investors whom invest in Vietnam to consult with banking lawyers in Vietnam to receive legal advice on transaction in the activities of investment through direct investment or M&A transactions.
In particular, the regulations on investment capital account of foreign investor are set forth in Circular No. 05/2014/TT-NHNN dated on March 12th, 2014 of the State Bank of Vietnam guiding the opening and use of indirectly- invested capital accounts for implementation of foreign indirect investment activities in Vietnam and Circular No. 19/2014/TT-NHNN dated on August 11th, 2014 of the State Bank of Vietnam guiding the foreign exchange management for the foreign direct investment in Vietnam.

What is Foreign Direct Investment?
Foreign direct investment in Vietnam means the transfer of capital for investment and participation in the management of investment activities in Vietnam by foreign investors.
The subject matters governed by Circular No. 19/2014/TT-NHNN include residents which are enterprises receiving the direct foreign investment; non-residents involved in the business cooperation agreement in Vietnam; non-residents who are foreign investors of FDI enterprises; organizations, individuals regarding the foreign direct investment in Vietnam.
The invested capital contribution of foreign and Vietnamese investors into an FDI enterprise must be performed in the form of money transfer into the direct investment accounts. In order to perform the foreign direct investment activities in Vietnam, FDI enterprise and foreigner participating in business cooperation contract are entitled to open their foreign currency and Vietnamese dong account of direct investment at a licensed bank.
What is Foreign Indirect Investment?
Foreign indirect investment in Vietnam means the investment into Vietnam by foreign investors through purchase and sale of securities, other valuable papers, contribution of capital and purchase of shares, and through securities investment funds, other intermediary financial institutions in accordance with the law of Vietnam but without direct participation in management of investment activities.
The subject matters governed by Circular 05/2014/TT-NHNN include foreign investors who are nonresidents conducting indirect investment activities in Vietnam; and organizations and individuals who are related to indirect investment activities in Vietnam. It means that this Circular does not govern foreign investors being residents who are foreign organizations and individuals. These subject mattes conduct indirect investment activities in Vietnam according to prevailing legal provisions on securities and other relevant normative legal documents.
All indirect investment activities of foreign investors in Vietnam must be conducted in Vietnam Dong. Transactions relating to foreign indirect investment activities must be conducted through an indirectly-invested capital account opened at a licensed bank.


Thứ Ba, 16 tháng 4, 2019

How do you legally trademark your name?


You’ll need to follow the process of obtaining a trademark. It all starts with the application. You could do a preliminary search on your own to make sure that the name isn’t already in use, but like others have said here—you really need an attorney.

Why?
-Trademark lawyers are experienced in thorough searches.

-A lawyer will make sure your application is properly completed.

-They will be sure you won’t miss any important deadlines

-And of course, you’ll need to be using the trademark to conduct business in some way—you don’t just get to trademark your name and sit on it so nobody else can use it!

If you need some help finding a trademark attorney in Vietnam, check out our website at ANT Lawyers.vn. ANT Lawyers is supported by a team of experienced patent, trademark, design attorneys with qualification and skills handling full range of legal services relating to intellectual property in Vietnam.  We have specialized in the preparation and Registration of patents, trademarks and designs for our clients.
We are representing and advising clients being multinationals, inventors, global partner law firms serving their clients in IP works in Vietnam.
Let ANT Lawyers help your business in Vietnam.



Thứ Năm, 11 tháng 4, 2019

How to Protect Invention Patent in Vietnam?


Inventions are created with purpose to people’s life convenience and consequently bring economic benefits to the inventor. As a result, protecting the intellectual property of inventions through patent registration in Vietnam is essential.

However, applicant of invention may find it difficult in declaring some of the information i.e. name of invention, field of use, technical status of field of use, technical nature and brief description while drafting an invention description that meets legal regulations in Vietnam.

To overcome this difficulty, applicant should take note the followings:

Name of the invention: name of inventions and name of inventor should be brief without promotion.

Filed of use: the invention registration application shall demonstrate the filed in which the invention is applied or related.

Technical status of field of use: the technical shall include information of prior known technical solutions until the priority date of the same application.

Technical nature of invention: the technical nature of the invention is the purpose that the invention need to get or technical problem that the invention shall solve to overcome disadvantage or shortage of the same technical solutions declared in “Technical status of field of use” part.

The description of constitutive signs of invention: The description shall declare new signs of the invention.

Brief description with enclosed images (if any): Applicant shall declare and submit clearly the scope of protection invention request in the description. The scope shall be presented briefly, clearly and fix with the description and images as stipulation of law on intellectual property.

With professional staff and vast experience in Intellectual Property aspect in Vietnam, ANT Lawyers could support inventor in advising and drafting dossier to request patent protection in Vietnam.


Thứ Ba, 9 tháng 4, 2019

How To Protect Your Invention When Pitching It


If you've developed a potentially marketable invention, you are faced with a dilemma. To make money from the invention, you must generally license the rights to it to another business, often a manufacturer or distributor. But in pitching the invention to potential licensees, you run the risk of disclosing so much information that the invention might be stolen or no longer protected by law.


Horror stories abound of unscrupulous businesses who feign disinterest in the hard work of an inventor, only to turn around and use the inventor's description of her work to steal the invention for themselves--and reap huge profits. Some inventors have fought back in court and won millions--money that rightfully should have been theirs in the first place. One study determined that trade secret owners prevailed in 75% of the cases--poor odds for parties planning to steal. But winning these cases isn't easy or cheap.

Filing A Provisional Patent Application
So how can you shop your invention around without jeopardizing your rights? If your invention potentially qualifies for a patent, it may be worth your while to file a provisional patent application ($80 for small companies) and obtain "patent pending" status. Most often, this will deter rip-offs.

Using Nondisclosure Agreements
However, if you determine that the invention is probably not patentable, the best way to protect yourself is to have prospective licensees sign a nondisclosure agreement (sometimes called a disclosure agreement or confidentiality agreement) before you disclose any secrets. If someone signs a nondisclosure agreement and later uses your secret without authorization, you can sue for damages.

Nondisclosure agreements vary in format. Generally, they contain these important elements:

--What's Confidential. Every nondisclosure agreement provides a definition of confidential information or trade secrets. It also specifically excludes some information from protection, meaning that the receiving party has no obligation to protect that information. Information is not protected if it was created or discovered before or independent of any involvement with you.

--Obligations Of The Receiving Party. The person or company you're sharing confidential information with generally must hold the information in confidence and limit its use. Under most state laws, the receiving party cannot breach the confidential relationship, induce others to breach it or induce others to acquire the confidential information by improper means. Most companies accept these obligations without discussion. If you enter into a mutual nondisclosure agreement (where you also agree to keep information confidential), you should also feel comfortable with these requirements.

--Time Periods. How long must the information be kept confidential? This issue is often a subject of negotiation. Disclosing parties want a long period; receiving parties want a short one. Five years is a common length in the United States, although many companies insist on no more than two or three years. In Europe, it is not unusual for the period to be as long as ten years. Ultimately, the result depends on the relative bargaining power of the parties.

One factor in negotiations may be the shelf life of your idea. Ask yourself:
--How long will it be before others stumble upon the same innovation?
--If the product were licensed in the next year or two, how long would it be before the secret would be figured out?

If the answer to these questions is only a few years, then you are unlikely to be damaged by a shorter (two- to three-year) period.
Disclosing Without An Agreement

It's always safest to get a prospective licensee to sign a nondisclosure agreement, but you may not always be able to convince them to do so. When that happens, you are left in a vulnerable position. If you disclose crucial information without the agreement, you risk losing your rights to the invention. If you don't disclose it, you risk losing a business opportunity.

Probably the most important factor to consider is the reputation of the person or company you're dealing with. If the company has a poor reputation, the dangers of losing your secrets outweigh the business opportunity.

If you decide to go ahead and disclose, proceed cautiously. Here are some tips.
--Disclose "Around" The Secret. A licensee is primarily concerned with two questions about your invention: "What does it do?" and "Is it profitable?" Try to determine if there is a way to present your invention and an estimate of its costs without disclosing trade secrets. If you can give a company this information, it may enter into a nondisclosure agreement.

--Establish A Confidential Relationship. A confidential relationship can, in some cases, be established without a signed agreement. An "implied" confidential relationship occurs when the conduct of the parties indicates that they intended to create one. An implied confidential relationship gives you legal rights similar to those created by a written agreement, but it is always more difficult to prove that an implied relationship existed.

A confidential relationship can be implied if certain factors are present:
--The person you gave confidential information to solicited the idea from you--you did not send it without prompting;
--You indicated that the invention was a business proposition and you hoped for payment;
--At the time of disclosure, you requested that the information be kept secret; and
--The information is a trade secret--it has commercial value and is not known by competitors.


Thứ Sáu, 5 tháng 4, 2019

Forms of Company to be Set-up in Vietnam


According the Vietnam Law on Enterprises, there are four common types of companies
-Private enterprise is an enterprise owned by an individual who is liable for all of its operations with his/her entire property;
-Partnership is an enterprise in which (i) there are at least two partners who are co-owners of the company, jointly conduct business under one common name; in addition to general partners, there may also be limited partners; (ii) general partners to a partnership must be individuals who are liable for all obligations of the partnership with his/her own entire property; (iii) Limited partners shall be liable for debts of the partnership only to the extent of their capital contribution to the partnership;
-Joint stock company is an enterprise where (i) Its charter capital is divided into equal portions known as shares; (ii) Shareholders may be organizations and/or individuals; the minimum number of shareholders shall be three and shall not be restricted to any particular maximum number; (iii) Its shareholders shall be liable for debts and other property liabilities of such enterprise within the limit of the value of their capital contribution to the enterprise; (iv) Shareholders shall be entitled to freely transfer their shares according to the provisions of law;
-Limited liability company (multi-member limited liability company and single-member limited liability company). A one-member limited liability company is an enterprise which is owned by one organization or individual (hereinafter referred to as the company owner); the company owner is liable for debts and other property liabilities of the company within the charter capital of the company. A limited liability company is an enterprise of which: (i) Members may be organizations and/or individuals; the total number of members shall not exceed fifty; (ii) Members are responsible for debts and other property liabilities of the enterprise within the amount of capital that they have committed to contribute to the enterprise; (iii) Capital shares of the members may only be transferred in accordance with the provisions of law.


Thứ Năm, 4 tháng 4, 2019

Banking and Finance in Vietnam


Banking and finance sector always attract investors as the growth of financial services in a growing economy. Our banking and finance lawyers in Vietnam constantly monitor the changes of the Vietnam regulations to update our client and provide them with best service.
Banking system in Vietnam has been organized according to the traditional model in which State Bank manages all commercial banks and other credit organizations. According to the Vietnam Law on Credit Institutions, there are six organizational forms of credit institutions: domestic commercial bank established and organized as joint stock company, state commercial bank formed as one-member limited liability company, domestic non-bank credit institution as joint stock or limited liability company, joint venture or wholly foreign-owned credit institution as limited liability company, cooperative bank and people’s credit funds as cooperatives, microfinance institution as limited liability company.
Banking and finance sector is a highly regulated area.  Vietnam laws require commercial bank on legal capital of VND 3,000 billion at the setting-up.  Further, commercial banks’ operation must comply with decisions of State Bank and other authorities. Each type of credit institution has different conditions on organization, management, operation. Commercial bank, the type allowed to operate in largest scope is permitted to take demand deposits, time deposits, savings deposits; issue deposit certificates, promissory note, treasure bills, bonds to raise capital at home and abroad; open payment accounts for clients, provide payment instruments, domestic and international payment services; extend credit while the others just conduct some of the above activities.
For foreign investor, to engage in banking and finance in Vietnam, they could commercially present in Vietnam in the forms of representative office, joint-venture bank, wholly foreign-owned bank, foreign bank branch, joint-venture finance company, wholly foreign-owned finance company, joint-venture financial leasing company and wholly foreign-owned financial leasing company base on the Law on credit institutions, Circular no.07/2013/TT-NHNN, Circular no. 20/2008/TT-BTC, and Circular no. 18/2018/TT-BTC.
Professionals at ANT Lawyers work on many a variety of banking and financial services cases. Our attorney’s industry knowledge and expertise allow us to effectively support the banking and financial services sector.  ANT Lawyers provide relevant industry-focused advice, delivered quickly to ensure that we add value from day one. ANT Lawyers, your lawyers in Vietnam.








Thứ Ba, 2 tháng 4, 2019

Nine Ways to Protect Your Intellectual Property

When it comes to innovative software development, your intellectual property is your most valuable asset. Unfortunately, options for protecting this asset from imitators are limited.


To protect yourself you can apply for a software patent, but it's an expensive, time-consuming process with no guarantee. The alternative is to find a work around, something that keeps your IP secure without having to go through the U.S. patent office.
Below, nine technology executives from Forbes Technology Council offer their best tips for protecting your intellectual property without getting a software patent.

1. Keep It Close 
Be very careful about any outsourcing partner you work with, either domestically or overseas. Make sure they have adequate security in place to protect your IP when they work on it. As well, be careful how your IP is accessed by remote teams. Private repositories on sites like GitHub might be very convenient, but you are handing over security to a third party. - James DixonPentaho, a Hitachi Group Company 

2. Cover Your Legal Bases And Encrypt Your IP 
When we work with a developer (local or overseas) we make to sure to have strong legal agreements in place that are enforceable in the developer’s local court system as well.  We also employ strong encryption internally for sensitive IP, and we make sure our partners employ the proper levels of encryption. It seems like a lot of overhead, but it is far cheaper than dealing with a breach of trust later. -Tim MaliyilAlertBoot 

3. Document Everything 
Beside as patent, keeping a running log or journal of what has been done and when can help you defend your property if it is stolen. This journal should start with the inception of the idea, include every meeting you have, who was invited, and who attended. Using a product with a reliable date and time stamp and having a paper copy of the important moments helps prove ownership of your idea. -John Zahorsky, Eden Autism 

4. Talk To An Expert 
There are numerous ways to protect your IP, such as patents, trademarks, design rights and trade secrets. It's about accepting that you need expert guidance early and preparation. What do you need to protect and how? Where, when and what is the timeline for applying in different regions? What do you need to budget for? Talk to the experts so you can understand, prepare and budget. -David RajanGlobalLogic – Method 

5. Idea Plus Execution Plus Cash Equals Success 
Great ideas are a dime a dozen -- at least 10 people are working on your great idea right now! The winner will execute well, getting the idea to market fast along with the operating model needed to provide great customer service. And if you've ever tried to start a business, you know your time frame to profit is 3x your original plan. Cash is your life blood extending your timeline to success. - Mike BrannanCentric Consulting, LLC 

6. Offer The Best Experience In Order To Protect And Profit From Your IP 
Besides applying for a patent, I am not sure there is any other good option. Reverse engineering is becoming commonplace, trade secrets are becoming more difficult to protect, and patent trolls are appearing everywhere. I think offering the best experience to your user with your technology is -- or should be -- the only way to properly profit from it. - Chris Kirby, Voices.com 

7. Move Fast 
Depending on your idea, IP protection might be a necessary evil. Necessary because it can provide some protection from others attempting to copy you. At the same time, IP tends to be limited in its application (protects your idea but not variants) and can be expensive to defend. Instead, I always advise that IP is less important than speed to commercialization. Move faster than the competition. - Scott Stiner, UM Technologies, LLC 

8. Be Fast And Agile 
Organize your technology department to be flexible and agile -- staying fast and creative will keep you innovating ahead of larger, slower competitors. - Erik GustavsonBitium 

9. Use Good Security Measures 
At a minimum, all source code should be clearly labeled with a confidentiality notice, warning that unauthorized use or reproduction is prohibited and should be kept on secure systems within your facility. Only allow authorized personnel to access it. When software is deployed into the field, consider using third-party digital encryption solutions to wrap your software in a security envelope. -Nathan Hayes, Modal Technology Corporation 
Source: Forbes