Latest News & Events

HR Management of COVID-19 Threat in the Enterprise

On 30 January 2020, a New Coronavirus (“COVID-19”) outbreak was declared as a Public Health Emergency of International Concern by the World Health Organization (“WHO”). To date, the virus has infected more than 125,000 people in the world. In Vietnam, public authorities have promptly reacted by taking various measures to contain the spread of COVID-19 epidemic in the country (closure of schools, quarantine measures, temporary cancellation of the visa exemption to Vietnam for citizens of several countries and suspension of new work permits to foreigners in affected areas etc.). In these challenging circumstances, Vietnamese companies are concerned about their obligations to maintain a safe workplace for their employees (precautionary measures or remedial steps) and their rights to adapt the employment relationship if they had to face a disruption of their business activities (employees infected by the COVID-19 or under quarantine measures, significant reduction of activity, closure of workplace, etc.). Audier & Partners has addressed the most urgent questions raised by companies in respect of the Human Resources management of the COVID-19 threat, in a Question & Answer format together with links to further guidance. At the date of writing this article, no exceptional provision was specifically taken by the Vietnamese authorities in respect of labour law or social security law. This article is therefore subject to the introduction of any such specific legal provisions. In the meantime, you can download the A&P article by following this link: Vietnam_HR management of Covid-19 threat_Q&A The contents of this publication, current at the date of publication of 12 March 2020, are for reference purposes only. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication. Christophe Cougnaud, Attorney-at-Law, member of the Paris BarNguyen Thi Huong Giang, Attorney-at-Law, member of the Hanoi Bar  Image par Gerd Altmann de Pixabay

new labour code 2019

On 20 November 2019, the National Assembly passed a law No 45/2019/QH14 introducing a new Labour Code, which will take effect from 1st January 2021. Audier & Partners has prepared a comparative inforgraphic, highlighting the main changes and innovations which are intended to improve the labour law in Vietnam. You can download A&P's presentation by following this link: Vietnam-Infographic-New Labour Code 2019 Christophe Cougnaud, Attorney-at-Law, member of the Paris BarHa Anh Tran, Attorney-at-Law, member of the Hanoi Bar Image by Gerd Altmann of Pixaby

NEW LEGAL ENVIRONMENT FOR OCCUPATIONAL SAFETY & HEALTH IN MYANMAR​

On 15th March 2019, the Law 8/2019 on Occupational Safety and Health (“OSH”) was enacted by the Assembly of the Union of Myanmar. With the new OSH Law, Myanmar intends to promote safe and secure workplaces for workers in the Union and increase their efficiency and productivity. To achieve this goal, the OSH Law will introduce health and safety standards, in accordance with international and regional standards already established. To implement these standards, duties are provided for both employers and employees, accompanied by sanctions whenever employers and employees are in breach. International S.O.S and Audier & Partners collaborated to prepare the following attachment for additional details: Myanmar-OSH-White-Paper.pdf​

Wholesale & Retail Investment in Myanmar

​On 9th May 2018, the Notification 25/2018 (the “MOC Notification”) was passed by the Ministry of Commerce and Trade (“MOC”) developing Myanmar’s investment regulations. By permitting wholesale and retail sale and distribution for foreign companies and joint venture companies (“JV”), the Myanmar Government seeks to strike a better balance between promoting investment and protecting Myanmar interests with the transparent objectives of creating jobs, extending the choice of high quality goods at lower prices for the citizens in a way that does not cause damage to local owners and small and medium sized enterprises. The outcome is a clearer regulation and a more detailed list of the expectations of the MOC in terms of wholesale and retail investment that will allow foreign investment in this type of activity. However, a few uncertainties remain but will eventually be cleared through the practice and internal policies of the DICA and the MOC. Background Until recently, foreign companies were not allowed to enter into trading activities in Myanmar.  “Trading activities” was understood to include import, export, distribution, retail and wholesale activities from which income is generated. This prohibition and the definition of trading activities were not provided for by laws or regulations but resulted from a Ministry of Commerce unwritten policy, in place since 2002. The Notification No. 15/2017 of the Myanmar Investment Commission dated 10th April 2017 provided an exception to the ban on trading activities above-mentioned: foreign investors were able to enter into retailing businesses and wholesale businesses. However, this possibility required the approval of the MOC and there was no detailed information about the requirements to obtain this approval. As a current practice, the DICA and the MOC allow foreign service companies to provide materials and other goods to their clients without any licence. However, the materials and goods provided have to be strictly linked and necessary for the purposes of the service activity of the companies. Moreover, companies also need to obtain the authorization of the MOC and work with a Myanmar licensed company to import the above-mentioned goods. The issuance of the MOC Notification on last 9th May provided detailed requirements necessary to obtain a retail or a wholesale business permit that will extend the possibilities given to foreign companies to enter in trading activities... Please follow the link below to read our complete article: A&P Myanmar Newsletter August 2018 - Wholesale & Retail.pdf 

Overview on New Myanmar Companies Law​

On 6th December 2017, the President adopted the Myanmar Companies Law (“MCL”). The MCL entered into force on 1st August 2018 and repealed the [1914] Myanmar Companies Act (“MCA”). In an attempt to modernize corporate governance, the MCL introduced a number of changes some of which are presented below. I.  Company incorporation The Memorandum of Association (“MoA”), the Articles of Association (“AoA”) and the Permit of Trade provided under the MCA have been replaced by a streamlined single document referred to as the Company’s constitution which has to be executed in both Myanmar and English) and is valid indefinitely and removed a number of previously required contents including inter alia the intended activities of the company. Although the company’s intended activities are no longer recorded in the constitution, we understand that the newly incorporated entity will need to seek and obtain operating and business licenses before conducting any regulated activities. Company registration is now made online on the new DICA website “MyCO” and new forms for every corporate modification have been developed. All payments are now possible online by credit card or by deposit with DICA.Existing companies are required to re-register under the MCL prior to 31st January 2019 (at no cost).  If a company fails to re-register, it may be suspended, struck off and possibly ordered to wind up. II.  Foreign invested enterprises One main development introduced by the MCL is that a company shall be considered as a domestic company (as opposed to a foreign invested company) provided that the volume of shares held by a foreign entity (or a foreign invested entity) does not exceed 35% of the total number of shares. We note however that such definition has not always been taken into consideration in recent ministerial notifications. III.  Enhanced corporate governance A sole investor can now establish a company (under the MCA, a company had to have at least two shareholders at all times).Regarding the shares themselves, new classes of shares are permitted: preferential or restricted rights, voting rights, option to acquire shares, etc. Pre-emptive rights are possible provided they appear in the Constitution. The MCL enhances minority shareholders rights. Notably, a minority shareholder has the right to sue a majority shareholder in cases of “oppressive conduct”, or unfairly prejudicial and unfairly discriminatory behavior. In addition, the MCL introduced a right to intervene in any lawsuit where the company is involved. The appointment of at least one resident Director is required within 12 months of the reregistration or incorporation. The duties of the Directors are clarified (a guide is made available on the DICA website). Fiduciary duties of the directors (including care and diligence, to act in good faith and in the best interest of the company and for a proper purpose, and a duty to disclose conflicts of interest) are further detailed in the law (and the template constitution) and may be subject to penalties. For further information or advice, please contact us:                               Yangon OfficeAudier & Partners Myanmar Co. Ltd.271-273 Bagayar StreetParkside One BuildingSanchaung TownshipYangonMyanmar ContactEddy JabnouneAttorney at Law – New YorkCountry Representativeeddy.jabnoune@audierpartners.com Tel: +95 9 96 103 12 57 Website: www.audierpartners.com  ​-------------------------------------------------------------The information provided is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.

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