The Nam Hai Legal Structure
Under this structure a wholly foreign owned enterprise (“WFOE”) is formed by an
Another WFOE (“Residences WFOE”) is formed by another offshore entity
Resort BVI is the sole holder of all the ordinary shares of the offshore entity that
• Offshore all the holders of the V Shares are also contractually bound by a set of terms and conditions regarding the use of their villas and common areas (similar to the concept of a Deed of Mutual Covenant in Hong Kong) to ensure that the villas are maintained up to a certain standard.
• All the villas are part of the hotel room rental pool program.
• The Nam Hai structure at least assures the holder of the V Share a contractual right to use the villas for the entire term of the long‐term lease held by Residences WFOE.
• The Residences WFOE is licensed in Vietnam and this provides certainty that the long-term lease of the villas is recognized under Vietnamese law and enjoys all the protection of the Investment Law of Vietnam.
• Residences WFOE is protected under the Investment Law of Vietnam which contains the following investment guarantees:
The lease is protected from the bankruptcy or creditors of Resort WFOE by virtue of the laws of Vietnam, which provides that any buyer takes subject to the lease. Resort has recently obtained the right to sell and a structure to allow the V is being explored.
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