小編最近遇到個問題，也就是東南亞國家，在台灣的主管們都會視為一體。(真的是莫名其妙耶講不聽，東南亞最少有10個國家好嗎?!就像遇到外國人就覺得他是美國人的想法)但在東協的概念下，但在東協的各個國家中，各有獨立法律地位以及個別法律實體。
但在公司經營角度如果是以市場來區分，就不會個別去劃清界線。也就是說在東南亞地區以哪一個國家為主要辦事處所，就會以那個地方代管整個東南亞地區事務。
在這樣的前提下，小編的東南亞區域，以越南為主要營業住所，很自然越南的法務必須處理整個東南亞事務。
那這時候會發生問題，如果兩個都是外國法人(也就是非越南境內成立的法人)，例如緬甸跟馬來西亞公司，可否簽約適用越南法律，以適用越南法規角度在越南法院起訴?
其實是可以的唷!因為，
- 合同是當事人之間的協議，因此合同標的，包括賣方和買方，如果均為外國法人實體，不違反越南法律。
- 越南法律沒有禁止當事人選擇越南法律的規定，在這種情況下交易部分在越南進行，所以當事人仍然可以選擇越南法律。
越南也是有涉外民事法律規範，參照越南民法第663條以下規定，也是可以適用的。只是兩個外國法人簽訂依越南法律為準的合同，未來真的在越南起訴判決，則考量的是法院判決的執行力問題。
相同的概念
如果兩個境外法人(非台灣)約定適用中華民國法律也是可以的。
—-參考法條—–
Article 663. Scope
1. This Part provides for applied law to civil relations involving foreign elements.
If any regulation of law providing for applied law to civil relations involving foreign elements complies with Article 664 through Article 671 of this Code, it shall prevail; if it does not comply with those Articles, Part Five of this Code shall prevail.
2. Civil relation involving a foreign element means any of the following civil relations:
a) There is at least one of the participating parties is a foreign natural person or juridical person;
b) The participating parties are Vietnamese natural persons or juridical persons but the basis for the establishment, modification or termination of such relation arose in a foreign country;
c) The participating parties are Vietnamese natural persons or juridical persons but the subject matter of such civil relation is located in a foreign country.
Article 683. Contracts
1. Contracting parties in a contract may agree to select the applied law for the contract, other than regulations of Clauses 4, 5 and 6 of this Article. In case the contracting parties fail to agree the applied law, the law of the country with which such contract closely associates shall apply.
2. The laws of any of the following countries shall be treated as the law of the country with which such contract closely associates:
a) The law of the country where the seller being natural person resides or the seller being juridical person is established in terms of sale contracts;
b) The law of the country where the provider being natural person resides or the provider being juridical person is established in terms of service contracts;
c) The law of the country where the transferee being natural person resides or the seller being juridical person is established in terms of contracts of transferring rights to use or intellectual property rights;
d) The law of the country where employees frequently perform do jobs in terms of labor contracts. If an employee frequently does jobs in multiple countries or the country in which the employee frequently does his/her job is unidentifiable, the law of the country with which his/her labor contract closely associates shall be the law of the country where the employer being natural person resides or the employer being juridical person is established.
dd) The law of the country where consumers resides in terms of consume contract.
3. If there is evident that the law of a country other than the country prescribed in Clause 2 of this Article associates with the contract more closely than the latter, the law of the former country shall prevail.
4. If the object of a contract is an immovable property, the law applied to transfer of its ownership rights and/or other property-related rights, lease of immovable property or using the immovable property as the guarantee for performance of obligations shall be the law of the country where the immovable property is located.
5. If the applied law selected by contracting parties in a labor contract or a consume contract affects adversely minimum interests of employees or consumers as prescribed in the law of Vietnam, the law of Vietnam shall prevail.
6. Contracting parties in a contract may agree to change the applied law provided that such change does not affect adversely lawful rights and interests of a third party before changing, otherwise agreed by the third party.
7. Form of a contract shall be determined in accordance with the law applied to such type of contract. In case where the form of a contract does not comply with the form of the law applied to such contract but it comply with the form of the law of the country where the contract is entered into or the law of Vietnam, such form of contract shall be recognized in Vietnam.