FOREWORD
In the context of Vietnam's economy becoming increasingly deeply integrated with the region and the world, the chemical business sector is playing an increasingly important role in many key industries such as manufacturing, healthcare, agriculture, energy and high technology. Along with the increasing demand for chemicals, the State of Vietnam has gradually perfected the legal framework to strictly manage the production, trading, import and export and use of chemicals, towards the goal of sustainable development, ensuring safety for people. environment and society.
However, in reality, the system of legal regulations regulating the field of chemical business has a wide scope, high specialization and is regularly amended and supplemented. In the process of providing legal services to businesses operating in this field, HM&P Law Firm ("HM&P") has received a lot of questions and problems from clients related to chemical trading conditions, classification and management of chemicals, etc licenses, certificates, reporting obligations, as well as liabilities incurred in the course of operation.
Stemming from that practical need, and in order to support businesses to have a more systematic and accessible view of relevant legal regulations, HM&P has synthesized and distilled common questions that businesses often encounter in the field of chemical business. thereby developing corresponding answer content in the form of questions and answers, closely following current legal regulations and practical application experience.
The publication "Q&A: Law on Chemical trading in Vietnam" is compiled based on the process of consulting, representing clients working with competent state agencies, as well as the professional experience of HM&P's team of lawyers in the field of corporate law and specialized chemical law. Through this publication, we hope to be able to support businesses, investors and related individuals to better understand the legal obligations to be complied with, while limiting legal risks in the process of operation. This publication is prepared at the time when the Law on Chemicals 2025 is about to take effect and the Draft Decree promulgating the list of chemicals under the scope of the Law on Chemicals 2025 ("Draft Decree on the List"), the Draft Decree detailing and guiding the implementation of a number of articles of the Law on Chemicals on the management of chemical activities and hazardous chemicals in products and goods ("Draft Decree on management of chemicals"), the Draft Decree detailing a number of articles and measures to organize and guide the implementation of a number of articles of the Law on Chemical Industry Development and Chemical Safety and Security ("Draft Decree on Chemical Safety") is about to be promulgated. Therefore, the legal basis that we will use will be the Law on Chemicals 2025 and this Draft Decree.
In the event that you have any questions regarding the content of the publication or have a need to use the legal services provided by HM&P, please contact us at the information below:
Our Managing Partner:
Lawyer Nguyen Van Phuc
Phone: 0932 768 630
Email: phuc.nguyen@hmplaw.vn
HM&P Law Firm
Address: 7th Floor, ITAXA House, 126 Nguyen Thi Minh Khai, Xuan Hoa Ward, HCMC
Phone: +84 28 73080839
Email: counsel@hmplaw.vn
Website: hmplaw.vn
1. Does the company have to apply for a conditional chemical business license when doing business through purchasing goods from other suppliers and delivering them directly to customers without stocking goods at the company's headquarters?
HM&P:
According to the provisions of Point d, Clause 1, Article 11 of the Law on Chemicals 2025, in case the unit conducts chemical trading in the group of chemicals subject to conditional business (on the list in Appendix II to the Draft Decree), it must have a Certificate of eligibility for conditional chemical trading. Chemical trading licenses require special control.
For the case where businesses buy chemicals from suppliers and resell them to customers, this activity is still in the nature of chemical trading. Therefore, enterprises must still comply with the above regulations, including having a Certificate of eligibility for conditional chemical trading, a license to trade in chemicals requiring special control.
2. How long does it take to adjust the Certificate of eligibility for conditional chemical trading?
HM&P:
According to Clause 5, Point c, Clause 7, Article 9 of the Draft Decree on Chemical Management, the time limit for adjusting the certificate of eligibility for chemical trading is 12 working days from the date of receipt of a valid dossier. However, in reality, it always lasts longer than the statutory time. Depending on the case and context, the time of submission may take a month or more.
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3. Are enterprises allowed to trade in items on the list of pending issuance (list of newly added chemicals) of the Certificate of eligibility for conditional chemical trading for this new chemical?
HM&P:
According to the provisions of Point a, Clause 7, Article 9 of the Draft Decree on chemical management, the adjustment of the Certificate of eligibility for chemical trading shall be made when there is a change in information on the Certificate about (i) the location of the chemical production, trading or storage establishment or (ii) the type, the content of chemicals produced and traded.
For changes in chemical categories, enterprises must submit documents proving the satisfaction of business conditions after adjustment, such as documents on new chemicals. Therefore, until the issuance of the Certificate of Adjustment, the enterprise is still not eligible to trade in new chemicals.
4. When changing the information of enterprise registration without changing the list of chemicals, is it necessary to carry out any procedures related to the Certificate of eligibility for conditional chemical trading?
HM&P:
Pursuant to Point a, Clause 6, Article 9 of the Draft Decree on Chemical Management, in case an enterprise changes its establishment registration information, it must carry out procedures for re-issuance of the Certificate. At that time, the enterprise needs to prepare a dossier of application for re-issuance, including: (i) A written request for re-issuance of the Certificate; the original of the issued certificate.
Within 05 working days from the date of receipt of a complete and valid dossier, the competent agency shall issue the Certificate of inspection and re-issue the Certificate. In case of refusal to re-grant the Certificate, the competent agency must give a written reply, clearly stating the reason.
5. Are organizations operating in the field of chemicals exempt from the requirements for certificates of eligibility and licenses when producing, trading, exporting and importing? If so, in which cases is exempt from the requirements for licenses and certificates of eligibility?
HM&P:
Organizations operating in the field of chemicals may be exempt from the requirements for certificates of eligibility and licenses when producing, trading, exporting and importing.
According to the provisions of Article 18 of the Law on Chemicals 2025, Cases of exemption from issuance of certificates of eligibility for conditional chemical production and trading include:
- Mixtures of substances containing substances on the List of chemicals subject to conditional production and trading and the List of chemicals requiring special control promulgated by the Government are classified as dangerous at a low level;
- In case of leveling and preparation of chemicals in order to directly serve the internal production activities of the organization performing the leveling and preparation;
- Other cases shall comply with the Government's regulations.
In addition, based on the provisions of Article 21 of the Draft Decree on chemical management, detailing cases of exemption from issuance of the Certificate of eligibility for conditional chemical production and trading; Licenses for production, trading, export and import of chemicals subject to special control are as follows:
- Exemption from issuance of certificates or licenses for production and business of conditional chemicals and chemicals requiring special control with a concentration of less than 0.1% (<0.1%) of the volume of the mixture of substances.
- Exemption from issuance of import and export licenses for chemicals requiring special control of group 1 with a concentration of less than 1% (<1%) of the volume of the mixture of substances and chemicals requiring special control of group 2 with a concentration of less than 5% (<5%) of the volume of the mixture of substances.
- Exemption from issuance of production and import licenses for banned chemicals with a concentration of less than 0.1% (<0.1%) of the volume of the mixture of substances.
- Exemption from issuance of production certificates and licenses for the leveling and preparation of chemicals in order to directly serve the internal production activities of organizations and individuals performing the leveling and preparation.
6. What cases are exempt from declaration of imported chemicals?
HM&P:
Pursuant to Clause 8, Article 6 of the Draft Decree on Chemical Management, cases of exemption from declaration of imported chemicals include:
- Organizations and individuals importing chemicals requiring special control;
- Organizing the import of banned chemicals;
- Imports are less than 10 kg/invoice; importing new chemicals for testing and evaluating physicochemical properties;
- Chemical components in mixtures of substances with a content of less than 0.1%;
- Hazardous chemicals in products are announced in the List of hazardous chemicals in products and goods subject to information disclosure promulgated by ministers and heads of ministerial-level agencies.
7. Do any mandatory procedures need to be carried out for the purchase and sale of chemicals that require special control?
HM&P:
Yes, the purchase and sale of chemicals requiring special control requires the preparation of a control sheet for the purchase and sale of chemicals requiring special control and must be authenticated on VneID.
Regarding the obligation to make a control sheet for the purchase and sale of chemicals requiring special control: According to Clause 1, Article 17 of the Law on Chemicals 2025, organizations trading in chemicals on the List of chemicals requiring special control must make a control sheet for the purchase and sale of chemicals requiring special control for each delivery. Forms, time limits, methods and roadmaps for making control sheets for purchase and sale of chemicals subject to special control are specified in the Specialized Chemical Database. In addition, it is necessary to pay attention to the limits of subjects allowed to buy chemicals that require special control, including:
- Organizations with licenses to trade in chemicals subject to special control; and
- Organizations and individuals using chemicals requiring special control have announced the types of chemicals and the purpose of use of chemicals on the specialized chemical database.
Regarding the obligation to verify data on VneID: Pursuant to Clause 4, Article 11 of the Law on Chemicals 2025, organizations and individuals buying and selling chemicals requiring special control must make a control sheet for the purchase and sale of chemicals requiring special control as prescribed in Article 17 of this Law and must be authenticated data on the organization and individuals buying and selling. In addition, the obligation to verify data on organizations and individuals buying and selling is specified in Clause 8, Article 12 of the Law on Chemicals 2025, showing that organizations and individuals buying and selling chemicals in need of special control must authenticate data on organizations and individuals via VneID.
8. Can the control sheet for the purchase and sale of chemicals requiring special control be signed by fax or email? Is it possible to authorize the representative to sign the control sheet for the purchase and sale of chemicals requiring special control?
HM&P:
Pursuant to Articles 7, 8, 9 of the Law on Electronic Transactions 2023:
"Article 7. The form of expression of the data message
1. Data messages shall be expressed in the form of electronic documents, electronic documents, electronic certificates, electronic documents, electronic contracts, e-mails, telegrams, telegrams, faxes and other forms of electronic data exchange in accordance with law.
2. Data messages are created, generated in the course of transactions or converted from paper documents.
Article 8. Legal validity of data messages
The information in a data message is not denied legal validity just because it is expressed in the form of a data message.
Article 9. Data messages are as valuable as text
1. Where information is required by law to be expressed in writing, a data message is considered to meet the requirements if the information in such data message is accessible and usable for reference."
It can be seen that data messages have the same legal validity as text. Therefore, enterprises can sign and transfer the control sheet for the purchase and sale of chemicals in need of special control via email or fax. However, enterprises also need to pay attention to storing the original data of the control sheet for the purchase and sale of chemicals subject to special control in the format of paper documents and electronic data for comparison when necessary.
Regarding the authorization of another person to sign the purchase and sale control slip, pursuant to Clause 2, Article 134, Article 135 and Clause 2, Article 139 of the 2015 Civil Code:
"2. Individuals and legal entities may establish and perform civil transactions through their representatives. Individuals are not allowed to let others represent them if the law requires them to establish and perform such transactions by themselves."
"The right of representation is established under authorization between the represented person and the representative (hereinafter referred to as the authorized representative); under decisions of competent state agencies, charters of legal entities or in accordance with the provisions of law (hereinafter collectively referred to as legal representatives)."
"2. The representative has the right to establish and perform acts necessary to achieve the purpose of the representation."
Thus, the representative of the chemical purchaser or seller on the purchase and sale control slip may be the legal representative or the person authorized under the charter of the legal entity or in accordance with the provisions of law (power of attorney) to perform the act of civil transaction of purchase, purchase and sale of chemicals selling chemicals. Therefore, in case the legal representative of the company cannot directly sign the control sheet for the purchase and sale of chemicals requiring special control, the representative is entitled to sign on behalf of the legal representative on the control sheet and be signed by the organization.
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