VIETNAM Law and Practice Contributed by: Chuyen Hong Huu Le, Tan Nhat Truong Phan and Tu Anh Tran, Tilleke & Gibbins
(CAAV), a certified true copy or photocopy enclosed with the original bill of sale (for verification purposes) must accompany the application submitted to CAAV. 1.2.4 Registration, Filing and/or Consent From Government Entities Vietnamese law does not necessitate the registration, filing or procurement of government consent for a bill of sale. However, for the registration of a new aircraft owner, a certified true copy or photocopy enclosed with the original bill of sale (for verification purposes) must be submitted to CAAV. Within three working days of receipt of a complete registration application, CAAV will issue an ownership registration certificate in favour of the new owner. The execution and delivery of a bill of sale related to an aircraft or engine registered in Vietnam does not require any prior government applications or con - sents. 1.2.5 Taxes/Duties Payable Upon Execution of a Bill of Sale Executing and/or delivering a bill of sale under Viet - namese law is not subject to any specific tax or stamp duty. However, it is subject to the general tax regime, which may include income tax and VAT. Subject to complying with the applicable laws, oper - ating/wet/finance leases are permissible and recog - nised in Vietnam. However, an aircraft lease between a domestic party and an offshore entity is subject to the approval of CAAV. 2.1.2 Application of Foreign Laws Vietnamese law recognises and enforces the choice of foreign law. However, the chosen foreign law will not be applicable if the: • application of the law or the consequence thereof are inconsistent with the fundamental principles of Vietnamese law; or 2. Aircraft and Engine Leasing 2.1 Overview 2.1.1 Non-Permissible Leases
• contents of the foreign law are not identifiable regardless of the application of necessary meas - ures prescribed by procedural law. If the chosen foreign law is considered inapplicable, Vietnamese law will apply instead. In addition, judgments rendered by foreign courts are generally challenging to have recognised and enforced in Vietnam, although there is a legal basis for this recognition. In particular, the courts recognise and enforce judgments: • rendered by courts of countries with which Vietnam has signed treaties on the recognition and enforce - ment of court judgments; or • on a reciprocal basis. Vietnam has only signed a limited number of treaties on the recognition and enforcement of civil and com - mercial court judgments, primarily with countries from the former Soviet bloc. The recognition and enforce - ment of foreign court judgments from most countries (including the US or the UK) therefore needs to rely on the basis of reciprocity, which remains without prec - edent. On the other hand, although Vietnam has been a mem - ber of the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention) since 1995 and the selection of foreign arbitration may seem more practical and preferable, the recognition of foreign arbitration awards in Viet - nam can be a challenging and burdensome process. 2.1.3 Restrictions Concerning Payments in US Dollars No material restrictions are imposed on domestic les - sees making rent payments to foreign lessors in US dollars so long as the domestic lessees fully comply with, inter alia, foreign exchange control rules, tax and anti-money laundering laws/regulations and who can present documentary evidence of the rent payments to the relevant authorities if requested to do so.
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