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A disadvantage of this system is that for Windows it requires third party software and memorization of the letter combinations.
Vietnam Law Insight | Vietnam Business Law blog by LNT & Partners.
In the VNI system, all characters and diacritics are entered with the assistance of the number keys. A disadvantage of this system is that for Windows it requires third party software and memorization of the number combinations. In the VIQR system, all characters and diacritics are entered with the assistance of the symbols. A disadvantage of this system is that for Windows it requires third party software and memorization of the symbol combinations.
Please support Telex input method for Vietnamese language (Windows 10 and Windows 8)
It also affects use of many symbols. In the Windows Keyboard system, the default keyboard is remapped so that much of the number row and some symbols directly correspond to Vietnamese characters. Another disadvantage is that you must recall the correct position for each diacritic, as you position it more directly than other methods.
In the Android Keyboard system at least on Samsung phonescharacters are selected from the base character dropdown or double clicking and diacritics have their own key. You may also use the Telex inputs. In the IOS Keyboard system, all characters and diacritics are entered using letters or combinations of letters Telex input method.
A disadvantage of this system is that it requires memorization of the letter combinations. A note on orthography. You may see the terms modern orthography and traditional orthography mentioned.
What this refers to is the location of the diacritic when there is more than one vowel. For example, consider the following ways of expressing a tone: Both refer to the same sound; modern orthography places the diacritic on the last vowel in a series, while traditional tend to place the diacritic in the initial or medial vowel. The Vietnamese course here on Duolingo works off of modern orthography. For example, land use rights may be restricted from transferring; some licences are granted to a legal entity on the ground of some conditions which may not be met by Newco; some contracts are transferable only upon consent by third party.
Transferability, depending on the particular asset, could be decisive when considering whether to use business transfer.
The second point to consider is whether or not the operation of the business to be transferred can be maintained uninterrupted. Transferring an on-going business can be like trying to dismantle and re-assemble the parts of a running engine. In this regard, transfer of existing contracts should be handled carefully. The third point to consider is the time to be spent for conducting a business transfer. Depending on the specific business component to be transferred, the business transfer process could take a long time to complete.
Typically, business transfer of the targeted licences or the like can be very time-consuming and may mean that the business transfer structure is undesirable. The fourth point to consider is the possibility and arrangements for the potential buyer to control the business being transferred, so that any liabilities newly incurred are monitored and subject to being approved or otherwise controlled by the potential buyer.
This control is very important in many aspects, especially to ensure that the objects being transferred comprise only those that are targeted, and any liabilities incurred during the time when the business transfer is conducted are accepted by the potential buyer.
The last key point to consider is the tax perspective. For example, if the company with the targeted business is incurring substantial losses that could be deducted by the buyer, or it currently enjoys a special tax incentive that is no longer obtainable by a company newly incorporated like NewCo, it could become undesirable to use business transfer.
Further, tax arising from the acquisition transaction could be a concern as well. In this case, the seller may be subject to both corporate gains tax on the purchase price and individual gains tax to the shareholder, if the shareholder is an individualand may find business transfer undesirable.
Some technicalities to help investors conduct a business transfer Conducting due diligence DD When it turns out that a business transfer is to be used, the DD should focus on only the targeted business, which is to be reflected in a checklist.
In conducting the DD, the transferability — legal and practical — of each item of the targeted business should be verified. When re-issuance of some licences for continuing the targeted business require NewCo to meet some conditions, it should be confirmed that NewCo can meet the respective conditions.
Conducting the business transfer The parties need to agree on how to implement the business transfer. The buyer needs to have the business transfer conducted so that all the targeted business is transferred properly.
In case any desired assets are not transferred, that has to be taken into account, eg for possible price adjustment. Any liabilities incurred to NewCo should be monitored and controlled by the buyer.
Preparing transactional documents With the investigation results from the DD, transactional documents will be prepared. In an acquisition transaction that involves the use of business transfer, a master agreement should be deployed. The master agreement sets out the terms to conduct the deal, and especially the business transfer — by using many affiliate agreements.Gõ tiếng việt có dấu kiểu VNI
Examples of these affiliate agreements include real estate transfer agreement, intellectual property transfer agreement, assignment agreements for each on-going commercial contract and employment contracts such as termination minutes, and new employment agreements.
In addition to the standard terms, a transaction involving the use of business transfer may require the transactional documents to take into account the following: The status and performance of the business to be acquired should be detailed. A list of assets, detailing tangible and intangible ones, commercial contracts, liabilities, employees, etc, with detailed status should be annexed to the purchase agreement.
Agreement on how the business transfer should be conducted should be set out. As mentioned, a deal using business transfer involves establishment of NewCo, transferring the targeted business from the selling company to NewCo.
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Frequently, the business keeps running during the transfer process and the acquisition. New inventories may be acquired, and new sale contracts and purchase contracts may be concluded. These events may affect receivables and payables of the targeted business.