How to Establish Company in Vietnam?

 Foreign investors may invest in the form of 100% capital to establish company in Vietnam, being limited liability company, joint stock company, partnership company.

Foreign investors that invest in Vietnam for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted investment registration certificates. Investment certificates shall concurrently be business registration certificates. Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

A project dossier to establish company in Vietnam shall comprise:

-Registration/Request for issuance of Investment Certificate;

-A report on financial capability of the investor;

-Draft of the company’s charter;

-List of members of company;

-Copy of the people’s identity card, passport or other lawful personal certification, for individual members;

-Copy of the establishment decision, business registration certificate or other equivalent document, for member organizations;

-Copies of the authorization document, the people’s identity card, passport or other lawful personal certification, for authorized representatives.

-Copies of the business registration certificates of the foreign member organizations must be authenticated within three months before the date of submission of the business registration dossier by agencies where such organizations are registered;

-Written authorization of the investor in case investor is organization and valid copy of the lawful personal certification of the authorized representative. Documents in foreign languages must be translated into Vietnamese, notarized and legalized;

-The joint-venture contract or Business Cooperation Contract (BCC);

-Other documents required by Vietnam law.

The establishment of a company in Vietnam would take from 30 days. The extra time might be needed in case the investment area is conditional or the State government needs to examine the investment project. Minimum capital, special licenses or other conditions might be required in certain investment projects.

With highly professional staff and great experience in foreign investment, ANT Lawyers would like to support you to establish company in Vietnam.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

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Renewal of License for the Establishment of Branches Office in Vietnam

 How to extend branch license in Vietnam?

The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.

Preparation of dossiers for extension of license for the establishment of branches includes:

Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;

Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;

A copy of the license for the establishment of the branch.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:

A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;

Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;

Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;

Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;

In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;

Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.

Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.

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In The First Half of 2020, Foreign Investment in Vietnam Reached 15.67 Billion USD

In the first half of 2020, foreign investment in Vietnam reached 15.67 billion USD

Influenced by the Covid-19 pandemic, foreign investment in Vietnam continued a downward trend, reaching 15.67 billion USD in the first 6 months of 2020. However, the situation is gradually improving.

According to data from the Foreign Investment Agency (Ministry of Planning and Investment), as of June 2020, the total newly registered capital, adjusted and contributed capital to purchase shares of foreign investors reached 15.67 billion USD, equal 84.9% over the same period in 2019.

As such, the Covid-19 pandemic has continued to affect the flow of foreign investment into Vietnam.

Of the total nearly 16 billion USD of registered foreign investment in Vietnam in the first half of the year, 8.44 billion USD came from 1,418 newly registered projects, increase by 13.8% over the same period.

Besides, there were 526 turns of project registered to adjust investment capital, with the total additional registered capital of over 3.7 billion USD, increase by 26.8% over the same period.

Specifically, in June 2020, the whole country attracted 1.79 billion USD of newly registered capital, adjusted and contributed capital, bought shares of foreign investors, increase by 3.1% over the same period in 2019, an increase of 14.9% compared to May 2020 and accounted for 11.4% of total investment capital attracted in the first 6 months.

Some notable projects that have been granted investment certificates in the past 6 months are Bac Lieu LNG Plant Project – 4 billion USD; Southern Vietnam Petrochemical Complex Project (Thailand), adjusted to increase capital by 1,386 billion USD; Radian Jinyu Tire Manufacturing Factory (Vietnam) – 300 million USD…

Particularly in June 2020, a number of large projects were granted investment certificates. Of which, there are: Knitting Factory Project at Texhong Hai Ha Industrial Park – 214 million USD; USI’s factory in Vietnam (China) – 200 million USD…

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Lien Chieu Port Project Attractive to Investors

With the attention of many investors, Lien Chieu port project promises to attract large capital to build and form a large-scale logistics port in the Central of Vietnam and also attractive foreign investors to invest in Vietnam.

The Lien Chieu port project is being implemented by the Government and Da Nang City urged to speed up the implementation process. According to expert, the construction of Lien Chieu port could not be delayed any longer. Because Tien Sa port has been over 118 years, the life cycle is old and does not meet the demand for a large logistics port in the region.

Lien Chieu Port will have an area of about 220 hectares, of which 70% is for warehousing, the capacity of 3 phases is up to 2 million TEUs, general cargo is about 5 million tons. Lien Chieu Port serves not only cargo for Da Nang or neighboring provinces, but also the East-West economic corridor.

The total estimated investment is 3,426 billion VND for the shared infrastructure for Lien Chieu port project, in which the central budget accounts for 87.4% from the contingency of the Medium-term Plan for the period 2016 – 2020 and Medium-term Plan source for the period 2021 – 2025; the budget of Da Nang City is expected to contribute 12.6%; Da Nang has also arranged 30 billion VND capital plan for 2020.

Meanwhile, the call for investment in harbors, container yards, general warehouses, logistics areas, logistics facilities behind the port… is also receiving the attention of many investors. Recently, the Japan International Cooperation Agency (JICA) has proposed a grant of 50 million Yen (equivalent to 11 billion VND) to survey and collect Lien Chieu port development research data.

The research results are the basis for JICA to continue reviewing and supporting the Pre-Feasibility Study Report of Lien Chieu port project. Currently, many domestic and international investors are also interested in participating in the construction of Lien Chieu port such as T&T Group, Tan Cang Saigon, Boskalis Inter A.V Company (Netherlands) and Japanese investors.

Component 2 of Lien Chieu port project will be invested in the form of mobilizing and calling businesses to invest with appropriate sizes in planning and in each development stage. After completing the procedure, Da Nang city will organize bidding, open auction…

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How to Obtain Business Registration Certificate in Vietnam?

Every organization and individual wishing to set up a foreign owned company in Vietnam shall need to meet some specifics conditions as promulgated under the Law on Investment and Law on Enterprise. In specific areas being considered as conditional investment, the investor shall also need to consult with the law governing the area of investment. Once the investment registration certificate is completed, the investor has the obligation to apply for enterprise registration.

The procedure to register for a certificate of enterprise registration of a joint stock company or limited liability with two or more members are herein mentioned:

Dossiers:

i) Application form for enterprise registration

ii) The company’s charter.

iii) A list of founding shareholders and shareholders being foreign investors/ a list of capital contribution members.

iv) Valid copies of:

Copies of the ID card or other ID papers of founding shareholders and foreign investors/members being individuals; list of authorized representatives of foreign shareholders being organizations.

Decision on establishment, certificate of business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of founding shareholders and foreign investors being organizations.

If shareholders are foreign organizations, the copy of the certificate of business registration or an equivalent document must be notarized, legalized and authenticated.

The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

State Authority: Business registration office of the province where the enterprise’s headquarters is situated.

Period: within 03 working days from the full receipt of the dossiers

Result: Business registration office shall issue the certificate of enterprise registration or if the application is not satisfactory, business registration office shall inform the applicant of necessary revisions and supplementation to company.

In general, Vietnam government encourages foreign direct investment. If the investor faces challenges at state authority, whom do not issue notification or request of supplementation to the application for enterprise registration, the investor cold lodge a complaint as prescribed by regulations of law on complaints and denunciation to the state authority to protect its right in doing business and investment in Vietnam. A law firm in Vietnam with expertise in both business registration and dispute resolution could assist the investor in the process.

The enterprise is entitled to do business from the issuance date of the certificate of enterprise registration. For conditional business lines, enterprises are entitled to engage in conditional business lines if they satisfy all conditions and are capable to maintain fulfillment of such conditions throughout their operation.

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Promote Vietnam-Canada investment under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP)

Within the framework of CPTPP, Vietnam and Canada organized a “Business in Vietnam” Workshop organized by the City of Toronto and the Canada-Vietnam Trade Council in Toronto, Canada to promote investors to invest in Vietnam and set up company and factory.

Through the workshop, the participants discussed the topics “Looking back on a year of implementation of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and opportunities in Vietnam” and “sharing business experience in Vietnam”. The parties assessed the investment opportunities in the field of aviation, information technology, telecommunications, agricultural products and services in Vietnam by Canadian investors.

The Export Development Canada Agency (EDC) representative affirmed that with the favorable demographics and the growing in middle class, the Vietnam economy brings many opportunities for Canadian businesses. Besides, before entering the market in Vietnam, enterprises should prepare to invest time and resources to build sustainable relationships in the local and recommend that Canadian exporters should choose a local representative to import/distribute their products.

The agencies like EDC and TCS (trade support agencies, under the Department of Global Affairs, which has than 1,000 Canadian trade experts) could play an important role in assisting businesses with go to the new market during the term of business. In 2019, Vietnam continues to be Canada’s largest trading partner in Southeast Asia, with two-way trade turnover estimated at CAD 7.8 billion (USD 5.98 billion).

Participants mentioned the potential of cooperation between Vietnam and Canada in the field of finance, in the context of the value of financial services import into Vietnam reaching 523 million USD in 2018. Vietnam’s investment in transport infrastructure – an area where Canada has many strengths – is expected to increase to USD 11 billion by 2020 and USD 17 billion by 2025. This is considered to be “expected land” that businesses of the two countries should promote exploitation.

Representative of Canada-Vietnam Trade Council opined that this seminar attracted the attention from the Canadian Government, the provincial Government of Ontario and especially Canadian businesses because they received many opportunities in Vietnam, a country with a stable economy and strong growth. As part of a cooperation agreement between Toronto and Ho Chi Minh City, the Canada-Vietnam Trade Council in collaboration with the Toronto city is planning a business trip to explore the market of Ho Chi Minh City to facilitate connecting Toronto businesses to access Vietnam market, set up company in Vietnam.

The participants expressed their desire to further promote investment opportunities from both countries. Thereby, it is hoped that in 2020, there will be more Canadian investors investing in Vietnam, which will help the parties improve the effectiveness of long-term cooperation in the future.

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