VIETNAM LEGAL ALERT – VIETNAM’S NEW DECREE 283/2026/NĐ-CP: WHAT JOINT VENTURES AND FOREIGN-INVESTED COMPANIES NEED TO KNOW

Vietnam has introduced an updated administrative sanctions regime governing labour, social insurance and Vietnamese employees working overseas under contract.

Decree No. 283/2026/NĐ-CP (“Decree 283”), issued by the Government on 15 July 2026 and effective from 10 September 2026, replaces Decree No. 12/2022/NĐ-CP and establishes the current administrative sanctions framework in these areas.

For foreign investors, joint ventures (“JVs”), multinational groups and Vietnamese companies involved in overseas recruitment, international staffing, employee secondments, overseas projects or vocational training abroad, the Decree deserves immediate attention.

In particular, Article 53 creates potentially significant exposure where organisations or individuals participate in certain activities connected with Vietnamese workers going abroad without having the legally required function to do so.

The essential compliance question is:

Does the Vietnamese company – or any JV partner, shareholder, affiliate, agent, consultant or intermediary – perform activities connected with sending Vietnamese workers overseas without having the legally required function or authority to perform those activities?

Where the answer may be yes, the structure should be reviewed carefully.

1. WHAT DOES DECREE 283 COVERS?

Decree 283 establishes administrative sanctions across three principal areas:

• labour and employment;

• social insurance; and
• Vietnamese workers working overseas under contract.

The Decree is significant not merely for traditional overseas employment service enterprises. Depending on the circumstances, its overseas-worker provisions may also be relevant to businesses sending employees abroad, companies undertaking projects overseas, enterprises arranging overseas vocational training, and other organisations and individuals participating in activities connected with Vietnamese workers working abroad.

The Decree should therefore be considered not only from a conventional employment-law perspective, but also as part of the regulatory compliance analysis for cross-border corporate and JV structures.

2. ARTICLE 53: THE KEY COMPLIANCE ISSUE

Article 53 addresses violations involving Vietnamese workers working overseas and other related organisations and individuals.

Of particular importance to companies is Article 53.3.

It provides for administrative sanctions against organisations or individuals engaging in specified activities without having the required function to do so.

These include:

• providing information concerning workers going abroad;

• advertising in relation to workers going abroad;

• providing counselling to workers going abroad;

• organising recruitment of Vietnamese workers for overseas employment; and
• collecting money from Vietnamese workers for the purpose of working overseas.

Article 53 also deals with other, more serious conduct relating to Vietnamese workers abroad, including certain unlawful inducement, deception and licensing-related conduct.

The important compliance point is that companies should look beyond the description given to a commercial arrangement.

The substance of the activities actually being performed – and the legal authority of the entity performing them – is critical.

Calling an arrangement a “secondment,” “training programme,” “JV personnel arrangement,” “intra-group assignment” or “technical support arrangement” does not by itself determine its treatment under Vietnamese law.

3. WHY ARTICLE 53 CAN MATTER TO A JOINT VENTURE

The issue becomes particularly important where a Vietnamese JV, one of its shareholders or another group company participates in an arrangement under which Vietnamese personnel are ultimately sent overseas.

A potential compliance issue should therefore be investigated where the JV, shareholder, affiliate, consultant or intermediary:

• identifies Vietnamese personnel for overseas positions;

• advertises overseas employment opportunities;

• advises or counsels candidates regarding overseas work;

• interviews, screens, selects or recruits Vietnamese workers for foreign employment;

• collects deposits, service charges, recruitment fees or other amounts from workers;

• arranges for Vietnamese employees to work for a foreign shareholder or affiliate;

• participates in an overseas placement arrangement even though another company formally contracts with the worker;

• facilitates overseas employment through agents or other intermediaries;

• sends Vietnamese personnel overseas under arrangements characterised as training or secondment; or
• performs activities in practice that extend beyond the company’s registered or legally permitted functions.

This is particularly relevant to JV structures because different parts of the recruitment and deployment process may be divided among several entities.

For example, the Vietnamese JV might identify candidates, a foreign shareholder might make the final employment decision, an affiliate might provide training, and another intermediary might organise the overseas placement.

The legal analysis should therefore examine the entire chain of activities, rather than considering each contractual relationship in isolation.

4. FINANCIAL EXPOSURE CAN BE SIGNIFICANT

Article 53.3 provides for fines of:

VND 80 million to VND 100 million

for the relevant violations.

However, this figure should not be considered in isolation.

Under Article 7 of Decree 283, the fine levels prescribed for violations under Chapters II, III and IV generally apply to individuals, subject to specified exceptions. For organisations, the applicable fine is generally twice the fine imposed on an individual.

Article 53.3 is not among the exceptions identified in Article 7.1.

Accordingly, where the offending party is an organisation, the potential administrative fine under Article 53.3 may reach:

VND 160 MILLION TO VND 200 MILLION

depending upon the particular violation and application of the Decree.

Article 53.4 separately establishes fines of VND 180 million to VND 200 million for specified violations by branches of licensed enterprises providing services for sending Vietnamese workers overseas. Article 7 expressly identifies Article 53.4 as one of the provisions where the stated penalty is already the penalty applicable to an organisation.

The distinction is important when assessing potential corporate exposure.

5. THE RISK DOES NOT STOP AT ARTICLE 53

Companies should not review Article 53 in isolation.

Chapter IV of Decree 283 contains a broader sanctions framework relating to Vietnamese workers working abroad.

Depending upon the factual and contractual structure, separate provisions may apply to:

• licensed enterprises providing services for sending Vietnamese workers overseas;

• Vietnamese enterprises undertaking contracts or projects overseas;

• Vietnamese organisations and individuals investing overseas;

• enterprises sending Vietnamese workers abroad for vocational education, training or skills development;

• Vietnamese workers entering directly into employment contracts with overseas employers; and
• other organisations or individuals participating in overseas-worker arrangements.

The first legal question should therefore not simply be:

“Does Article 53 apply?”

The better question is:

“How should the particular overseas workforce arrangement be legally classified under Vietnamese law, and which regulatory regime applies to each participant?”

That classification can materially affect the licensing requirements, contractual obligations, reporting requirements and administrative exposure of the parties.

6. PARTICULAR ISSUES FOR FOREIGN-INVESTED COMPANIES AND JVs

Foreign-invested companies and JVs should distinguish between simply employing personnel in Vietnam and participating in a regulated process through which Vietnamese personnel work overseas.

Several situations merit particular attention.

Foreign shareholders and overseas affiliates

Vietnamese personnel may be selected in Vietnam and subsequently assigned to a foreign shareholder, parent company or overseas affiliate.

The respective roles of the Vietnamese company and foreign entity should be clearly identified.

Intra-group secondments

Multinational groups frequently transfer personnel temporarily between affiliated companies.

The fact that the companies belong to the same corporate group does not eliminate the need to determine the proper legal basis for the employee’s overseas assignment.

Recruitment support

A Vietnamese JV may not regard itself as an overseas employment business but may nevertheless identify, interview, recommend or otherwise facilitate Vietnamese candidates for positions abroad.

Those activities should be tested against the applicable statutory requirements.

Training programmes

Vietnamese employees may travel abroad for vocational training or skills development.

Companies should verify that the arrangement is genuinely and properly structured as training and complies with the separate regulatory framework applicable to Vietnamese employees undertaking training abroad.

Particular care is appropriate where personnel undertake productive work while overseas.

Agents, recruiters and consultants

The JV may itself perform only a limited role while relying upon an employment agency, consultant, recruiter or other intermediary.

The legal authority of those intermediaries should also be verified.

Outsourcing part of the process does not necessarily eliminate compliance risk.

Payments by workers

Companies should identify whether workers make any payments connected with their overseas employment and, if so:

• who receives the payment;

• the legal basis for the payment;

• what service it relates to; and
• whether the recipient is legally authorised to collect it.

Indirect payment structures should be considered as well as direct collections from workers.

7. DO NOT RELY ONLY ON THE JV AGREEMENT

For existing JVs, reviewing the Joint Venture Agreement alone will normally be insufficient.

The legal documents should be compared against how the business actually operates.

A focused compliance review should therefore examine, as relevant:

1. the Joint Venture Agreement and shareholders’ agreements;

1. the Enterprise Registration Certificate;

1. the Investment Registration Certificate;

1. registered business activities of the Vietnamese company;

1. relevant licences, permits and approvals;

1. employment agreements;

1. secondment and assignment agreements;

1. agreements with foreign shareholders, parents and affiliates;

1. overseas recruitment and placement arrangements;

1. vocational training arrangements;

1. contracts with recruitment agencies, consultants and intermediaries;

1. worker communications and recruitment materials;

1. payments or fees collected from workers; and
2. the actual operational process followed when Vietnamese personnel are selected and sent overseas.

This allows the company to determine not only what its corporate documents permit, but whether its actual operating model complies with Vietnamese law.

8. A PRACTICAL SIX-STEP COMPLIANCE REVIEW

Companies with potentially affected arrangements should consider conducting a targeted review now.

Step 1 – Map the arrangement

Identify every party participating in the process and determine precisely:

• who advertises;

• who provides information;

• who counsels candidates;

• who recruits;

• who interviews and selects;

• who contracts with the employee;

• who pays the employee;

• who collects money from the employee;

• who arranges visas and travel;

• who supervises the employee abroad; and
• who ultimately benefits from the employee’s services.

Step 2 – Determine the legal classification

Establish whether the arrangement constitutes, for example:

• overseas employment through a licensed service enterprise;

• deployment connected with an overseas project or contract;

• deployment connected with overseas investment;

• overseas vocational training or skills development;

• direct overseas employment; or
• another legally recognised arrangement.

Step 3 – Verify legal authority

Determine whether each participating entity is legally entitled to perform the role it actually performs.

The analysis should consider not only licences but also the entity’s corporate registration, investment approvals, permitted business activities and any sector-specific requirements.

Step 4 – Review the contracts

The contractual framework should accurately reflect the actual arrangement.

Particular attention should be given to:

• JV agreements;

• employment contracts;

• secondment agreements;

• overseas assignment agreements;

• training agreements;

• intercompany agreements;

• recruitment agreements; and
• arrangements with intermediaries.

Step 5 – Follow the money

Identify every payment connected with the overseas placement or assignment.

This is particularly important because Article 53 expressly addresses the collection of money from Vietnamese workers for working overseas by persons or organisations without the required function.

Step 6 – Remediate any compliance gap

If the review identifies a gap, possible responses may include:

• reallocating responsibilities between JV partners;

• modifying the operating model;

• amending contracts;

• changing recruitment procedures;

• engaging an appropriately licensed service provider;

• obtaining or updating necessary corporate or regulatory approvals;

• modifying worker-payment arrangements; or
• restructuring the overseas assignment mechanism.

The appropriate solution will depend on the circumstances.

9. DOES DECREE 283 MEAN EXISTING JVs MUST BE RESTRUCTURED?

Not necessarily.

The existence of a JV involving Vietnamese employees or an overseas component does not itself establish a violation.

Nor should every overseas secondment, training programme or group-company assignment automatically be characterised as an overseas employment service.

The correct legal analysis depends upon the actual facts, contractual structure, activities undertaken by each participant and applicable legal authority.

This distinction is important.

Decree 283 is an administrative sanctions decree. It should be analysed together with the underlying substantive legislation governing Vietnamese workers working overseas and the particular legal framework applicable to the arrangement.

The objective of a compliance review should therefore be to determine whether there is a genuine regulatory exposure – not to assume that every existing arrangement requires restructuring.

10. WHY COMPANIES SHOULD REVIEW THEIR STRUCTURES NOW

Decree 283 has been effective since 10 September 2026.

It replaces the previous administrative sanctions framework under Decree No. 12/2022/NĐ-CP and aligns the sanctions regime with Vietnam’s more recent legislative framework in areas including employment and social insurance.

For businesses, the practical consequence is clear.

Where Vietnamese personnel are recruited, selected, trained, seconded or otherwise sent overseas, companies should be able to explain:

who is performing each activity, under what legal authority, pursuant to which contractual structure, and whether that structure remains compliant with current Vietnamese law.

A relatively short legal review may establish that the existing arrangement remains appropriate.

Where a compliance issue does exist, however, identifying it early allows the company to address it proactively rather than doing so during an inspection, administrative proceeding or dispute.

KEY TAKEAWAYS

First, Decree 283/2026/NĐ-CP has been effective since 10 September 2026 and now provides Vietnam’s administrative sanctions framework for labour, social insurance and Vietnamese workers working overseas under contract.

Second, Article 53.3 is particularly important because it sanctions organisations and individuals that, without the required function, undertake activities including information provision, advertising, counselling, recruitment or collection of money relating to Vietnamese workers going abroad.

Third, although Article 53.3 specifies fines of VND 80–100 million, Article 7’s organisational-fine mechanism means potential exposure for an organisation may reach VND 160–200 million.

Fourth, foreign-invested companies and JVs should not assume that describing an arrangement as a secondment, training programme or intra-group assignment determines its legal classification.

Fifth, Article 53 should not be analysed alone. The broader Chapter IV framework and the substantive legislation governing Vietnamese workers working abroad must also be considered.

Finally, the most effective response is a focused review of the actual operating model, including the JV structure, corporate authorisations, recruitment process, contractual arrangements, intermediaries and payment flows.

THE BOTTOM LINE

For international companies and JVs, the central question under Decree 283 is not simply what the arrangement is called.

It is:

WHAT DOES EACH PARTY ACTUALLY DO – AND IS IT LEGALLY AUTHORIZED TO DO IT?

That is the question companies should now be able to answer.

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DUANE MORRIS VIETNAM LLC

Duane Morris Vietnam advises multinational companies, foreign investors and joint ventures on Vietnamese labour and employment law, foreign investment, corporate structuring, licensing, regulatory compliance and cross-border workforce arrangements.

Our Vietnam team can conduct an initial high-level assessment of an existing JV, secondment, recruitment, training or overseas personnel arrangement against Decree 283/2026/NĐ-CP, including Article 53, and advise whether any compliance, contractual, licensing or restructuring measures are required.

This Legal Alert is intended for general information only and does not constitute legal advice. The application of Decree 283/2026/NĐ-CP and the underlying legislation depends upon the facts and legal structure of each individual arrangement.

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For further information regarding investments, acquisitions, joint ventures, legal due diligence or M&A transactions in Vietnam, please contact Dr. Oliver Massmann at [email protected].