Critical — contract expired 30 Sept 2023, operating without paper
🇻🇳 Vietnam
1 signed distribution agreement (Tigervet) — EXPIRED on 30 September 2023 and operating under 19 months of unwritten continuation. rev.7 First Amendment draft on file unsigned. Vietnam Foreign Contractor Tax (FCT, 5%) not addressed since 15 September 2025.
Country profile
Vietnam — regulatory context
Vet drug authority
DAH (Department of Animal Health) under Ministry of Agriculture and Rural Development. Registration via Vietnamese local importer (foreign principal cannot register directly).
Commercial agency law
Vietnam Civil Code 2015 + Commercial Law 2005 — agency / distribution permitted; no specific mandatory protections beyond contract terms. Written contracts strongly recommended.
FX / AML (HIGH-EXPOSURE)
Vietnam on FATF list for strategic AML deficiencies as of 2025.
State Bank of Vietnam (SBV) Circular 27 (effective 15 Sep 2025) mandates reporting of:
Domestic transactions ≥ VND 500 million (~USD 19,000)
Cross-border transactions ≥ USD 1,000
Banks file reports via SBV AML portal; compliance burden on importers.
Foreign Contractor Tax (FCT)
5% FCT withholding active since 15 Sep 2025 — on foreign-principal commercial income (SBV Circular 27). Without a gross-up clause, JAPFA silently absorbs the 5% loss on every Vietnam invoice OR Tigervet has back-tax exposure.
Multi-distributor permissibility
YES Vietnam Commercial Law 2005 + Civil Code 2015 permit multi-distributor; no statutory commercial-agency protection. JAPFA can appoint multiple distributors freely.
Voidance risks
Language law (CRITICAL): Vietnamese mandatory for state-court enforcement of foreign awards — even SIAC awards require Vietnamese translation for enforcement in Vietnam (Resolution 01/2014/NQ-HDTP).
Public-policy escape hatch: Resolution 01/2014/NQ-HDTP gives Vietnamese courts discretion to refuse enforcement on public-policy grounds — known risk for foreign awards.
Vietnamese-importer requirement: DAH registration must be held by Vietnamese local importer.
AML compliance: SBV Circular 27 (effective 15 Sep 2025) — cross-border transactions ≥ USD 1,000 reportable; non-compliance can hold up payment.
Formalities: Vietnam is NOT a Hague Apostille member — consular legalization required for foreign documents.
JAPFA recommendation
Document each transaction with full purpose codes. Ensure counterparty bank is FATF-compliant. Standard distribution structure works under Vietnamese commercial law. Verify vet drug registration timelines with local counsel — DAH process not extensively documented in English-language sources.
Signed contracts in this country
TIGERVET CO., LTD — EXPIRED
Counterparty
TIGERVET CO., LTD
Effective
1 October 2018
Term end
EXPIRED 30 Sept 2023 — 956 days ago
Operating status
19 months of unwritten continuation since natural expiry
Schedule A of the 2018 Distribution Agreement (expired 30 Sept 2023). 19 months of unwritten continuation. Pull rev.7 First Amendment and re-paper.
#
Product
Strain
Dose
1
Vaksimune ND Clone
ND Clone
1000 ds
2
Vaksimune ND Clone IB
ND Clone + IB
1000 ds
3
Vaksimune IB
IB
1000 ds
4
Vaksimune IBD M+
IBD intermediate-plus
1000 ds
5
Vaksimune IBD L
IBD live
1000 ds
6
Vaksimune ND L Inaktif
ND inactivated
1000 ds
7
Vaksimune Coryza LE
Coryza multi-strain
1000 ds
Vietnam Foreign Contractor Tax (FCT, Circular 27 effective 15 Sep 2025) = 5% withholding by Tigervet on each JAPFA invoice. Without a gross-up clause JAPFA is silently losing 5% of Vietnam revenue. Include FCT gross-up + retro reconciliation in rev.7 First Amendment.
Top 3 issues
Contract EXPIRED 30 Sep 2023 — 19 months of unwritten continuation; rev.3 / rev.7 First Amendment drafts on file unsigned.
Vietnam FCT 5% withholding (Circular 27, Sep 2025) — no gross-up clause; JAPFA silently losing 5% of Vietnam revenue OR Tigervet has back-tax exposure.
Art. 15.b hybrid BANI+SIAC clause — same defect as 7 other portfolio contracts.
Country watch items
Contract expired
EXPIRED 30 Sept 2023; 19 months of unwritten continuation. Vietnam FCT Circular 27 (Sep 2025) not addressed. Deep review completed.
Action: Pull rev.7 First Amendment from folder; run separate /lawyer-advisor review; sign within 30 days with retroactive ratification + FCT gross-up + clean SIAC clause.
Suggested actions ranked by urgency
URGENT (within 30 days — by 12 June 2026)
Pull rev.7 First Amendment from Vietnam-Tigervet folder; run separate /lawyer-advisor review before signing. Owner: Legal Lead.
First Amendment must retroactively ratify post-30-Sep-2023 transactions (19 months of unwritten continuation). Owner: Legal Lead.
Replace Art. 15.b hybrid BANI+SIAC clause with single SIAC Singapore + 3 arbs + English. Owner: Legal Lead.
Add Vietnam FCT gross-up clause + retro reconciliation from Sept 2025 (Circular 27, effective 15 Sep 2025 — 5% FCT withholding by Tigervet on each JAPFA invoice). Owner: Finance + Legal.
60 days — modern compliance reps + targets
Add KUHPerdata 1266/1267 waiver.
Add CISG express exclusion (Vietnam acceded 1 Jan 2017 — applies by default to this 2018 contract; not excluded in current text).
Add FATF / AML / KYC / sanctions / FCPA / UK Bribery Act / Tipikor reps.